1933 Act File No. 2-98237
1940 Act File No. 811-4314
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No.
Post-Effective Amendment No. 17 X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 15 X
INTERMEDIATE MUNICIPAL TRUST
(formerly, Federated Intermediate Municipal Trust)
(Exact Name of Registrant as Specified in Charter)
Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)
(412) 288-1900
(Registrant's Telephone Number)
John W. McGonigle, Esquire,
Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b)
on _________________ pursuant to paragraph (b)
X 60 days after filing pursuant to paragraph (a)
on pursuant to paragraph (a) of Rule 485.
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 July 15, 1993; 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:
Thomas J. Donnelly, Esquire Charles H. Morin, Esquire
Houston, Houston & Donnelly Dickstein, Shapiro & Morin
2510 Centre City Tower 2101 L Street, N.W.
650 Smithfield Street Washington, D.C. 20037
Pittsburgh, Pennsylvania 15222
CROSS REFERENCE SHEET
This Amendment to the Registration Statement of INTERMEDIATE
MUNICIPAL TRUST (the "Trust") which consists of four portfolios: (1)
Intermediate Municipal Trust (a) Institutional Shares and (b)
Institutional Service Shares, (2) Ohio Intermediate Municipal Trust, (3)
Pennsylvania Intermediate Municipal Trust, and (4) California
Intermediate Municipal Trust, relates only to California Intermediate
Municipal Trust and is comprised of the following:
PART A. INFORMATION REQUIRED IN A PROSPECTUS.
Prospectus Heading
(Rule 404(c) Cross Reference)
Item 1. Cover Page Cover Page (1-4).
Item 2. Synopsis Not applicable.
Item 3. Condensed Financial
Information Financial Highlights-Institutional
Shares.
Item 4. General Description of
Registrant Performance Information (1-4);
General Information (1-4);
Investment Information (1-4);
Investment Objective (1-4);
Investment Policies (1-4); Municipal
Securities (1); Ohio Municipal
Securities (2); Pennsylvania
Municipal Securities (3); California
Municipal Securities (4); Investment
Risks (1-4); Investment Limitations
(1-4).
Item 5. Management of the Fund Intermediate Municipal Trust
Information (1-4); Management of the
Trust (1-4); Distribution of
(Institutional or Institutional
Services) Shares (1); Distribution
of Fund Shares (2-4); Administration
of the Fund (1-4); Expenses of the
Fund and (Institutional or
Institutional Service) Shares (1);
Expenses of the Fund (2-4).
Item 6. Capital Stock and Other
Securities Dividends (1); Dividends and
Distributions (2-4); Capital Gains
(1-4); Tax Information (1-4);
Federal Income Tax (1-4);
Pennsylvania Corporate and Personal
Property Taxes (1); State of Ohio
Income Taxes (2); Pennsylvania Taxes
(3); Other State and Local Taxes
(1-4); Shareholder Information
(1-4); Voting Rights (1-4);
Massachusetts Partnership Law (1-4);
Other Classes of Shares (1).
Item 7. Purchase of Securities Being
Offered Net Asset Value (1-4); Investing in
(Institutional or Institutional
Service) Shares (1); Investing in
the Fund (2-4); Share Purchases
(1-4); Minimum Investment Required
(1-4); What Shares Cost (1-4);
Exchanging Securities for Trust
Shares (1); Exchanging Securities
for Fund Shares (2-3); Subaccounting
and Other Services (1-4);
Certificates and Confirmations
(1-4).
Item 8. Redemption or Repurchase Redeeming (Institutional or
Institutional Service) Shares (1);
Telephone Redemption (1-4); Written
Requests (1-4); Redemption Before
Purchase Instruments Clear (1-4);
Accounts With Low Balances (1-4);
Redemption in Kind (1).
Item 9. Pending Legal Proceedings None.
PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
Item 10. Cover Page Cover Page (1-4).
Item 11. Table of Contents Table of Contents (1-4).
Item 12. General Information and
History General Information About the Fund
(1-4).
Item 13. Investment Objectives and
Policies Investment Objective and Policies
(1-4).
Item 14. Management of the Fund Intermediate Municipal Trust
Management (1-4).
Item 15. Control Persons and Principal
Holders of Securities Fund Ownership (1-4).
Item 16. Investment Advisory and Other
Services Investment Advisory Services (1-4);
Administrative Services (1-4).
Item 17. Brokerage Allocation Brokerage Transactions (1-4).
Item 18. Capital Stock and Other
Securities Not Applicable (1-4).
Item 19. Purchase, Redemption and
Pricing of Securities Being
Offered Purchasing Shares (1-4); Determining
Net Asset Value (1-4); Redeeming
Shares (1-4).
Item 20. Tax Status Tax Status (1-4).
Item 21. Underwriters Distribution Plan (Institutional
Service Shares) (1).
Item 22. Calculation of Yield
Quotations of Money Market
Funds Total Return (1); Yield (1-4); Tax
Equivalent Yield (1-4); Performance
Comparisons (1-4).
Item 23. Financial Statements Filed in Part A (1); To be filed by
amendment ().
CALIFORNIA INTERMEDIATE MUNICIPAL TRUST
(A PORTFOLIO OF INTERMEDIATE MUNICIPAL TRUST)
PROSPECTUS
The shares of California Intermediate Municipal Trust (the "Fund") offered by
this prospectus represent interests in a non-diversified portfolio of securities
which is one of a series of investment portfolios in Intermediate Municipal
Trust (the "Trust"), an open-end management investment company (a mutual fund).
The investment objective of the Fund is to provide current income which is
exempt from federal regular income tax and the personal income taxes imposed by
the State of California. The Fund invests primarily in a portfolio of California
municipal securities, including securities of states, territories and
possessions of the United States which are not issued by or on behalf of the
State of California or its political subdivisions, but which are exempt from
federal regular income tax and California state personal income taxes.
THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK, AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
GOVERNMENT AGENCY. INVESTMENT IN THESE SHARES INVOLVES INVESTMENT RISKS
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
This prospectus contains the information you should read and know before you
invest in the Fund. Keep this prospectus for future reference.
The Fund has also filed a Statement of Additional Information, dated April 15,
1994, with the Securities and Exchange Commission. The information contained in
the Statement of Additional Information is incorporated by reference into this
prospectus. You may request a copy of the Statement of Additional Information
free of charge by calling 1-800-235-4669. To obtain other information or to make
inquiries about the Fund, contact the Fund at the address listed in the back of
this prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Prospectus dated April 15, 1994
TABLE OF CONTENTS
SUMMARY OF FUND EXPENSES 1
- ------------------------------------------------------
GENERAL INFORMATION 2
- ------------------------------------------------------
INVESTMENT INFORMATION 2
- ------------------------------------------------------
Investment Objective 2
Investment Policies 2
Acceptable Investments 2
Average Maturity 2
Characteristics 3
Participation Interests 3
Variable Rate Municipal Securities 3
Municipal Leases 4
When-Issued and Delayed
Delivery Transactions 4
Temporary Investments 4
California Municipal Securities 5
Investment Risks 5
Non-Diversification 6
Investment Limitations 6
INTERMEDIATE MUNICIPAL TRUST
INFORMATION 6
- ------------------------------------------------------
Management of the Trust 6
Board of Trustees 6
Investment Adviser 6
Advisory Fees 6
Adviser's Background 7
Distribution of Fund Shares 7
Distribution Plan 7
Administration of the Fund 8
Administrative Services 8
Shareholder Services Plan 8
Custodian 9
Transfer Agent, and Dividend
Disbursing Agent 9
Legal Counsel 9
Independent Public Accountants 9
Expenses of the Fund 9
NET ASSET VALUE 9
- ------------------------------------------------------
INVESTING IN THE FUND 9
- ------------------------------------------------------
Share Purchases 9
By Wire 9
By Mail 10
Subaccounting Services 10
Minimum Investment Required 10
What Shares Cost 10
Exchanging Securities for Fund Shares 11
Certificates and Confirmations 11
Dividends and Distributions 11
Capital Gains 11
REDEEMING SHARES 11
- ------------------------------------------------------
By Telephone 11
By Mail 12
Signatures 12
Accounts with Low Balances 12
SHAREHOLDER INFORMATION 13
- ------------------------------------------------------
Voting Rights 13
Massachusetts Partnership Law 13
TAX INFORMATION 13
- ------------------------------------------------------
Federal Income Tax 13
State of California Income Taxes 14
Other State and Local Taxes 14
PERFORMANCE INFORMATION 15
- ------------------------------------------------------
ADDRESSES Inside Back Cover
- ------------------------------------------------------
SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price).....................................................................
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price).....................................................................
Contingent Deferred Sales Load (as a percentage of original
purchase price or redemption proceeds, as applicable)...................................................
Redemption Fee............................................................................................
Exchange Fee..............................................................................................
ANNUAL FUND OPERATING EXPENSES*
(As a percentage of projected average net assets)
Management Fee (after waiver)(1)..........................................................................
12b-1 Fee(2)..............................................................................................
Total Other Expenses (after expense reimbursement)........................................................
Shareholder Servicing Fee(3)..........................................................................
Total Fund Operating Expenses(4).................................................................
</TABLE>
(1) The estimated management fee has been reduced to reflect the anticipated
voluntary waiver of the management fee. The adviser can terminate this
voluntary waiver at any time at its sole discretion. The maximum management
fee is ____.
(2) The Fund has no present intention of paying or accruing the 12b-1 fee
during the fiscal year ending May 31, 1994. If the Fund were paying or
accruing the 12b-1 fee, the Fund would be able to pay up to ___ of its
average daily net assets for the 12b-1 fee. See "Intermediate Municipal
Trust Information".
(3) The maximum shareholder servicing fee is ____.
(4) The Total Fund Operating Expenses are estimated to be ____ absent the
anticipated voluntary waiver of the management fee and the anticipated
voluntary reimbursement of certain other operating expenses.
* Total Operating Expenses are estimated based on average expenses expected to
be incurred during the period ending May 31, 1994. During the course of this
period, expenses may be more or less than the average amount shown.
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 "INVESTING IN THE FUND" AND "INTERMEDIATE MUNICIPAL TRUST
INFORMATION." Wire-transferred redemptions of less than $5,000 may be subject to
additional fees.
<TABLE>
<CAPTION>
EXAMPLE 1 year 3 years
<S> <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. As noted in the table above, the Fund charges no
contingent deferred sales charge...............................................................
</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. THIS
EXAMPLE IS BASED ON ESTIMATED DATA FOR THE FUND'S FISCAL YEAR ENDING MAY 31,
1994.
GENERAL INFORMATION
- --------------------------------------------------------------------------------
Intermediate Municipal Trust was established as a Massachusetts business trust
under a Declaration of Trust dated May 31, 1985. The Declaration of Trust
permits the Trust to offer separate series of shares of beneficial interest
representing interests in separate portfolios of securities.
Shares of the Fund are designed for the investment of moneys generally held by
financial institutions in a fiduciary capacity. A minimum initial investment of
$25,000 over a 90-day period is required. The Fund is not likely to be a
suitable investment for non-California taxpayers or retirement plans since it
intends to invest primarily in California municipal securities which are not
likely to produce competitive after-tax yields for such persons and entities
compared to other investments.
Shares are sold and redeemed at net asset value without a sales charge imposed
by the Fund.
INVESTMENT INFORMATION
INVESTMENT OBJECTIVE
The investment objective of the Fund is to provide current income which is
exempt from federal regular income tax and the personal income taxes imposed by
the State of California. Interest income of the Fund that is exempt from federal
regular income tax and California state personal income tax retains its tax-free
status when distributed to the Fund's shareholders. The Fund pursues its
investment objective by investing at least 80% of its net assets in a
diversified portfolio of California municipal securities. The portfolio has a
dollar-weighted average maturity of not less than three or more than ten years.
While there is no assurance that the Fund will achieve its investment objective,
it endeavors to do so by following the investment policies described in this
prospectus. The investment objective and the policy stated above cannot be
changed without approval of shareholders.
INVESTMENT POLICIES
The investment policies described below may be changed by the Board of Trustees
(the "Trustees") without shareholder approval. Shareholders will be notified
before any material change in these policies becomes effective.
ACCEPTABLE INVESTMENTS. The California municipal securities in which the Fund
invests are:
obligations issued by or on behalf of the state of California, its
political subdivisions, or agencies;
debt obligations of any state, territory, or possession of the United
States, including the District of Columbia, or any political subdivision
of any of these; and
participation interests, as described below, in any of the above
obligations,
the interest from which is, in the opinion of bond counsel for the issuers or in
the opinion of officers of the Fund and/or the investment adviser to the Fund,
exempt from both federal regular income tax and the personal income taxes
imposed by the State of California.
AVERAGE MATURITY. The dollar-weighted average maturity of the Fund's
portfolio of California municipal securities will not be less than three
years or more than ten years. For purposes of
determining the dollar-weighted average portfolio maturity of the Fund's
portfolio, the maturity of a municipal security will be its ultimate
maturity, unless it is probable that the issuer of the security will take
advantage of maturity-shortening devices such as a call, refunding, or
redemption provision, in which case the maturity date will be the date on
which it is probable that the security will be called, refunded, or
redeemed. If the municipal security includes the right to demand payment,
the maturity of the security for purposes of determining the Fund's dollar-
weighted average portfolio maturity will be the period remaining until the
principal amount of the security can be recovered by exercising the right
to demand payment.
CHARACTERISTICS. The municipal securities in which the Fund invests are:
rated within the three highest ratings for municipal securities by
Moody's Investors Service, Inc. ("Moody's") (Aaa, Aa, or A), Standard &
Poor's Corporation ("Standard & Poor's") (AAA, AA, or A) or by Fitch
Investors Service, Inc. ("Fitch") (AAA, AA, or A);
guaranteed at the time of purchase by the U.S. government as to the
payment of principal and interest;
fully collateralized by an escrow of U.S. government securities or other
securities acceptable to the Fund's adviser;
rated at the time of purchase within Moody's highest short-term municipal
obligation rating (MIG1/VMIG1) or Moody's highest municipal commercial
paper rating (P-1) or Standard & Poor's highest municipal commercial
paper rating (SP-1);
unrated if, at the time of purchase, other municipal securities of that
issuer are rated A or better by Moody's, Standard & Poor's or Fitch; or
unrated if determined to be of equivalent quality to one of the foregoing
rating categories by the Fund's investment adviser.
If a security is subsequently downgraded, the adviser will determine
whether it continues to be an acceptable investment; if not, the security
will be sold. A description of the ratings categories is contained in the
Appendix to the Statement of Additional Information.
PARTICIPATION INTERESTS. The Fund may purchase participation interests from
financial institutions such as commercial banks, savings and loan
associations, and insurance companies. These participation interests give
the Fund an undivided interest in California municipal securities. The
financial institutions from which the Fund purchases participation
interests frequently provide or secure irrevocable letters of credit or
guarantees to assure that the participation interests are of high quality.
The Board of Trustees of the Trust will determine that participation
interests meet the prescribed quality standards for the Fund.
VARIABLE RATE MUNICIPAL SECURITIES. Some of the California municipal
securities which the Fund purchases may have variable interest rates.
Variable interest rates are ordinarily based on a published interest rate
or interest rate index or a similar standard, such as the 91-day U.S.
Treasury bill rate. Many variable rate municipal securities are subject to
payment of principal on demand by the Fund in not more than seven days. All
variable rate municipal securities will meet the quality standards for the
Fund. The Fund's investment adviser has been instructed by the Trustees to
monitor the pricing, quality, and liquidity of the variable rate municipal
securities,
including participation interests held by the Fund on the basis of
published financial information and reports of the rating agencies and
other analytical services.
MUNICIPAL LEASES. Also included within the general category of municipal
securities are certain lease obligations or installment purchase contract
obligations and participations therein (hereinafter collectively called
"lease obligations") of municipal authorities or entities. Although lease
obligations do not constitute general obligations of the municipality for
which the municipality's taxing power is pledged, a lease obligation is
ordinarily backed by the municipality's covenant to budget for,
appropriate, and make the payments due under the lease obligation. Interest
on lease obligations is tax-exempt to the same extent as if the
municipality had issued debt obligations to finance the underlying project
or purchase. However, certain lease obligations contain "non-appropriation"
clauses which provide that the municipality has no obligation to make lease
or installment purchase payments in future years unless money is
appropriated for such purpose on a yearly basis. In addition to the
"non-appropriation" risk, these securities represent a relatively new type
of financing that has not yet developed the depth of marketability
associated with more conventional bonds, and some lease obligations may be
illiquid. Although "non-appropriation" lease obligations are generally
secured by the leased property, disposition of the property in the event of
foreclosure might prove difficult. In addition, the tax treatment of such
obligations in the event of "non-appropriation" is unclear. The Fund does
not invest more than 10% of its total assets in lease obligations that
contain "non-appropriation" clauses.
If the Fund purchases unrated municipal leases, the Trustees will be
responsible for determining, on an ongoing basis, the credit quality of
such leases and the likelihood that such lease will not be cancelled.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS. The Fund may purchase California
municipal securities on a when-issued or delayed delivery basis. In when-issued
and delayed delivery transactions, the Fund relies on the seller to complete the
transaction. The seller's failure to complete the transaction may cause the Fund
to miss a price or yield considered to be advantageous.
TEMPORARY INVESTMENTS. The Fund normally invests in California municipal
securities, as described above. However, from time to time, when the investment
adviser determines that market conditions call for a temporary defensive
posture, the Fund may invest in short-term non-California municipal tax-exempt
obligations or taxable temporary investments. These temporary investments
include: notes issued by or on behalf of municipal or corporate issuers;
obligations issued or guaranteed by the U.S. government, its agencies, or
instrumentalities; other debt securities; commercial paper; certificates of
deposit of banks; and repurchase agreements (arrangements in which the
organization selling the Fund a bond or temporary investment agrees at the time
of sale to repurchase it at a mutually agreed upon time and price).
There are no rating requirements applicable to temporary investments with the
exception of temporary municipal securities which are subject to the same rating
requirements as all other municipal securities in which the Fund invests.
However, the investment adviser will limit temporary investments to those it
considers to be of comparable quality to the acceptable investments in the Fund.
Although the Fund is permitted to make taxable, temporary investments, there is
no current intention of generating income subject to federal regular income tax
or California state personal income taxes.
CALIFORNIA MUNICIPAL SECURITIES
California municipal securities are generally issued to finance public works,
such as airports, bridges, highways, housing, hospitals, mass transportation
projects, schools, streets, and water and sewer works. They are also issued to
repay outstanding obligations, to raise funds for general operating expenses,
and to make loans to other public institutions and facilities.
California municipal securities include industrial development bonds issued by
or on behalf of public authorities to provide financing aid to acquire sites or
construct and equip facilities for privately or publicly owned corporations. The
availability of this financing encourages these corporations to locate within
the sponsoring communities and thereby increases local employment.
The two principal classifications of municipal securities are "general
obligation" and "revenue" bonds. General obligation bonds are secured by the
issuer's pledge of its full faith and credit and taxing power for the payment of
principal and interest. However, interest on and principal of revenue bonds, are
payable only from the revenue generated by the facility financed by the bond or
other specified sources of revenue. Revenue bonds do not represent a pledge of
credit or create any debt of or charge against the general revenues of a
municipality or public authority. Industrial development bonds are typically
classified as revenue bonds.
INVESTMENT RISKS
Yields on California municipal securities depend on a variety of factors,
including: the general conditions of the short-term California municipal note
market and of the California municipal bond market; the size of the particular
offering; the maturity of the obligations; and the rating of the issue. The
ability of the Fund to achieve its investment objective also depends on the
continuing ability of the issuers of California municipal securities and demand
features, or the credit enhancers of either, to meet their obligations for the
payment of interest and principal when due. Investing in California municipal
securities meeting the Fund's quality standards may not be possible if the state
of California or its municipalities do not maintain their current credit
ratings. In addition, certain California constitutional amendments, legislative
measures, executive orders, administrative regulations, and voter initiatives
could result in adverse consequences affecting California municipal securities.
Further, any adverse economic conditions or developments affecting the State of
California or its municipalities could have an impact on the Fund's portfolio.
The State of California and certain of its municipalities are facing economic as
well as budgetary problems. California's economy began slowing in early 1990.
The state economy's rate of decline accelerated in 1991, and it continued to
deteriorate in 1992 and 1993. California's economic slump has weakened the
state's financial condition by causing personal income and revenues to decline
at a time when demands for schooling, welfare, health, and other programs are
growing. The causes of this decline are varied and complex, involving in many
cases national and international demographic and economic trends beyond the
influence of the state.
Due to California's economic and budgetary problems, and a prolonged budget
stalemate, the state lost its AAA rating during December 1991 and is currently
rated Aa by Moody's, A+ by Standard & Poor's, and AA by Fitch. Reductions in
state revenues and spending may also adversely affect the ratings of
California's counties, municipalities, and other public financing authorities.
NON-DIVERSIFICATION
The Fund is a non-diversified investment portfolio. As such, there is no limit
on the percentage of assets which can be invested in any single issuer. An
investment in the Fund, therefore, will entail greater risk than would exist in
a diversified portfolio of securities because the higher percentage of
investments among fewer issuers may result in greater fluctuation in the total
market value of the Fund's portfolio. Any economic, political, or regulatory
developments affecting the value of the securities in the Fund's portfolio will
have a greater impact on the total value of the portfolio than would be case if
the portfolio were diversified among more issuers.
The Fund intends to comply with Subchapter M of the Internal Revenue Code. This
undertaking requires that at the end of each quarter of the taxable year, with
regard to at least 50% of the Fund's total assets, no more than 5% of its total
assets are invested in the securities of a single issuer; beyond that no more
than 25% of its total assets are invested in the securities of a single issuer.
INVESTMENT LIMITATIONS
The Fund will not borrow money directly or through reverse repurchase agreements
(arrangements in which the Fund sells a portfolio 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 Fund 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, can be changed by the Trustees without
shareholder approval. Shareholders will be notified before any material change
in this limitation becomes effective.
The Fund will not invest more than 15% of its net assets in securities which are
illiquid, including repurchase agreements providing for settlement in more than
seven days after notice, and restricted securities determined by the Trustees
not to be liquid.
INTERMEDIATE MUNICIPAL TRUST INFORMATION
- --------------------------------------------------------------------------------
MANAGEMENT OF THE TRUST
BOARD OF TRUSTEES. The Trust is managed by a Board of Trustees. The Board of
Trustees is responsible for managing the business affairs of the Trust and for
exercising all of the powers of the Trust 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 Fund are made by Federated
Management, the Fund's investment adviser (the "Adviser"), subject to direction
by the Trustees. The Adviser continually conducts investment research and
supervision for the Fund and is responsible for the purchase or sale of
portfolio instruments, for which it receives an annual fee from the Fund.
ADVISORY FEES. The Fund's Adviser receives an annual investment advisory
fee equal to .50 of 1% of the Fund's average daily net assets. Under the
investment advisory contract, the Adviser may reimburse the Fund the
amount, limited to the amount of the advisory fee, by which the
Fund's aggregate annual operating expenses, including its investment
advisory fee but excluding interest, taxes, brokerage commissions,
insurance premiums, expenses of registering and qualifying the Fund and its
shares under federal and state laws, expenses of withholding taxes, and
extraordinary expenses, exceed a certain percentage of its average daily
net assets. This does not include reimbursement to the Fund of any expenses
incurred by shareholders who use the transfer agent's subaccounting
facilities. The Adviser can terminate this voluntary reimbursement of
expenses at any time at its sole discretion. The Adviser has also
undertaken to reimburse the Fund for operating expenses in excess of
limitations established by certain states.
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.
Jonathan C. Conley has been the Fund's co-portfolio manager since the
Fund's inception. Mr. Conley joined Federated Investors in 1979 and has
been a Vice President of the Trust's investment adviser since 1982. Mr.
Conley is a Chartered Financial Analyst and received his M.B.A. in Finance
from the University of Virginia.
J. Scott Albrecht has been the Fund's co-portfolio manager since the Fund's
inception. Mr. Albrecht joined Federated Investors in 1989 and has been an
Assistant Vice President of the Trust's investment adviser since 1992. From
1989 until 1991, Mr. Albrecht acted as an investment analyst. Mr. Albrecht
was a municipal credit analyst at Mellon Bank, N.A. from 1985 until 1989.
Mr. Albrecht is a Chartered Financial Analyst and received his M.S. in
Management from Carnegie Mellon University.
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. Total assets under management or
administration by these and other subsidiaries of Federated Investors are
approximately $70 billion. Federated Investors, which was founded in 1956
as Federated Investors, Inc., develops and manages mutual funds primarily
for the financial industry. Federated Investors' track record of
competitive performance and its disciplined, risk averse investment
philosophy serve approximately 3,500 client institutions nationwide.
Through these same client institutions, individual shareholders also have
access to this same level of investment expertise.
DISTRIBUTION OF FUND SHARES
Federated Securities Corp. is the principal distributor for shares of the Fund.
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.
DISTRIBUTION PLAN._Under a distribution plan adopted in accordance with the
Investment Company Act Rule 12b-1 (the "Plan"), the Fund will pay to the
distributor an amount computed at an annual rate
of up to 0.25 of 1% of the average daily net asset value of the Fund to finance
any activity which is principally intended to result in the sale of shares
subject to the Plan.
The distributor may select financial institutions (such as a broker/dealer or
bank) to provide sales support services as agents for their clients or customers
who beneficially own shares of the Fund. Financial institutions will receive
fees from the distributor 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 distributor.
The Fund's Plan is a compensation type plan. As such, the Fund makes no payments
to the distributor except as described above. Therefore, the Fund does not pay
for unreimbursed expenses of the distributor, including amounts expended by the
distributor in excess of amounts received by it from the Fund, interest,
carrying, or other financing charges in connection with excess amounts expended,
or the distributor's overhead expenses. However, the distributor may be able to
recover such amounts or may earn a profit from future payments made by the Fund
under the Plan.
The Plan is currently non-operational, and the Fund has no current intent of
making it operational. However, the Fund reserves the right to activate the Plan
at anytime.
The Glass-Steagall Act prohibits a depository institution (such as a commercial
bank or a savings and loan association) from being an underwriter or distributor
of most securities. In the event the Glass-Steagall Act is deemed to prohibit
depository institutions from acting in the administrative capacities described
above or should Congress relax current restrictions on depository institutions,
the Trustees will consider appropriate changes in the services.
State securities laws governing the ability of depository institutions to act as
underwriters or distributors of securities may differ from interpretations given
to the Glass-Steagall Act and, therefore, banks and financial institutions may
be rquired to register as dealers pursuant to state law.
ADMINISTRATION OF THE FUND
ADMINISTRATIVE SERVICES. Federated Administrative Services, Inc., a subsidiary
of Federated Investors, provides the Fund with the administrative personnel and
services necessary to operate the Fund. Such services include shareholder
servicing and certain legal and accounting services. Federated Administrative
Services, Inc. provides these at approximate cost.
SHAREHOLDER SERVICES PLAN._The Fund has adopted a Shareholder Services Plan (the
"Services Plan"). Under the Services Plan, financial institutions will enter
into shareholder service agreements with the Fund to provide administrative
support services to their customers who from time to time may be owners of
record or beneficial owners of Fund shares. In return for providing these
support services, a financial institution may receive payments from the Fund at
a rate not exceeding .25% of the average daily net assets of the shares
beneficially owned by the financial institution's customers for whom it is
holder of record or with whom it has a servicing relationship. These
administrative services may include, but are not limited to, the following
functions: providing office space, equipment, telephone facilities, and various
personnel including clerical, supervisory, and computer, as necessary or
beneficial to establish and maintain shareholder accounts and records;
processing purchase and redemption transactions and automatic investments of
client account cash balances; answering routine client
inquiries regarding the Fund; assisting clients in changing dividend options,
account designations, and addresses; and providing such other services as the
Fund reasonably requests.
CUSTODIAN. State Street Bank and Trust Company ("State Street Bank"), Boston,
Massachusetts, is custodian for the securities and cash of the Fund.
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT._Federated Services Company,
Pittsburgh, Pennsylvania, is transfer agent for the shares of the Fund, and
dividend disbursing agent for the Fund.
LEGAL COUNSEL. Legal counsel is provided by Houston, Houston & Donnelly,
Pittsburgh, Pennsylvania, and Dickstein, Shapiro & Morin, Washington, D.C.
INDEPENDENT PUBLIC ACCOUNTANTS. The independent public accountants for the Fund
are Arthur Andersen & Co., Pittsburgh, Pennsylvania.
EXPENSES OF THE FUND
Holders of shares pay their allocable portion of Fund and Trust expenses.
The Trust expenses for which shareholders pay their allocable portion include,
but are not limited to: the cost of organizing the Trust and continuing its
existence; registering the Trust with federal and state securities authorities;
Trustees' fees; auditors' fees; the cost of meetings of Trustees; legal fees of
the Trust; association membership dues; and such non-recurring and extraordinary
items as may arise.
The Fund expenses for which shareholders pay their allocable portion include,
but are not limited to: registering the Fund and shares of the Fund; investment
advisory services; taxes and commissions; custodian fees; insurance premiums;
auditors' fees; and such non-recurring and extraordinary items as may arise.
NET ASSET VALUE
- --------------------------------------------------------------------------------
The Fund's net asset value per share fluctuates. It is determined by dividing
the sum of all securities and other assets, less liabilities, by the total
number of shares outstanding.
INVESTING IN THE FUND
- --------------------------------------------------------------------------------
SHARE PURCHASES
Shares of the Fund are sold on days on which the New York Stock Exchange is open
for business. Shares may be purchased either by wire or mail. The Fund reserves
the right to reject any purchase request.
To purchase shares of the Fund, open an account by calling Federated Securities
Corp. Information needed to establish the account will be taken over the
telephone.
BY WIRE. To purchase shares of the Fund by Federal Reserve wire, call the Fund
before 4:00 P.M. (Eastern time) to place an order. The order is considered
received immediately. Payment by federal funds must be received before 3:00 P.M.
(Eastern time) on the next business day following the order.
Federal funds should be wired as follows: State Street Bank and Trust Company,
Boston, Massachusetts; Attention: EDGEWIRE; For Credit to: California
Intermediate Municipal Trust; Fund Number (this number can be found on the
Account Statement or by contacting the Fund); Group Number or Order Number;
Nominee or Institution Name: ABA Number 011000028. Shares cannot be purchased on
days on which the New York Stock Exchange is closed and on federal holidays
restricting wire transfers.
BY MAIL. To purchase shares of the Fund by mail, send a check made payable to
California Intermediate Municipal Trust to State Street Bank and Trust Company,
P.O. Box 8602, Boston, Massachusetts 02266-8602. Orders by mail are considered
received when payment by check is converted by State Street Bank into federal
funds. This is normally the next business day after State Street Bank receives
the check.
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 may charge a fee based on the level of subaccounting services
rendered. Financial institutions holding shares in a fiduciary, agency,
custodial, or similar capacity 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
shares of the Fund. This prospectus should, therefore, be read together with any
agreement between the customer and the institution with regard to the services
provided, the fees charged for those services, and any restrictions and
limitations imposed.
MINIMUM INVESTMENT REQUIRED
The minimum initial investment in the Fund is $25,000, plus any non-affiliated
bank or broker's fee, if applicable. However, an account may be opened with a
smaller amount as long as the $25,000 minimum is reached within 90 days. An
institutional investor's minimum investment will be calculated by combining all
accounts it maintains with the Fund.
Individual accounts established through a bank or broker may be subject to a
different minimum investment requirement.
WHAT SHARES COST
Shares are sold at their net asset value next determined after an order is
received. There is no sales charge imposed by the Fund. Investors who purchase
shares through a non-affiliated bank or broker may be charged an additional
service fee by that bank or broker.
The net asset value is determined at 4:00 P.M. (Eastern time), Monday through
Friday, except on: (i) days on which there are not sufficient changes in the
value of the Fund's portfolio securities that its net asset value might be
materially affected; (ii) days during which no shares are tendered for
redemption and no orders to purchase shares are received; or (iii) on the
following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
EXCHANGING SECURITIES FOR FUND SHARES
Investors may exchange certain municipal securities or a combination of
securities and cash for Fund shares. The securities and cash must have a market
value of at least $25,000. The Fund reserves the right to determine the
acceptability of the securities to be exchanged. Securities accepted by the Fund
are valued in the same manner as the Fund values its assets. Shareholders
wishing to exchange securities should first contact Federated Securities Corp.
CERTIFICATES AND CONFIRMATIONS
As transfer agent for the Fund, Federated Services Company maintains a share
account for each shareholder. Share certificates are not issued unless requested
in writing to Federated Services Company.
Detailed confirmations of each purchase and redemption are sent to each
shareholder. Monthly confirmations are sent to report dividends paid during that
month.
DIVIDENDS AND DISTRIBUTIONS
Dividends are declared daily and paid monthly to all shareholders invested in
the Fund on the record date. Dividends and distributions are automatically
reinvested in additional shares of the Fund on payment dates at the ex-dividend
date net asset value, unless shareholders request cash payments on the new
account form or by writing to the transfer agent. All shareholders on the record
date are entitled to the dividend.
CAPITAL GAINS
Distributions of net realized long-term capital gains realized by the Fund, if
any, will be made at least once every twelve months.
REDEEMING SHARES
- --------------------------------------------------------------------------------
The Fund redeems shares at their net asset value next determined after State
Street Bank receives the redemption request. Redemptions will be made on days on
which the Fund computes its net asset value. Redemption requests must be
received in proper form and can be made by telephone request or by written
request.
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.
BY TELEPHONE. Shareholders may redeem their shares by telephoning the Fund
before 4:00 P.M. (Eastern time). All proceeds will normally be wire transferred
the following business day, but in no event more than seven days, to the
shareholder's account at a domestic commercial bank that is a member of the
Federal Reserve System. If at any time, the Fund shall determine it necessary to
terminate or modify this method of redemption, shareholders would be promptly
notified. Telephone redemption instructions may be recorded. If reasonable
procedures are not followed by the Fund, it may be liable for losses due to
unauthorized or fraudulent telephone instructions.
An authorization form permitting the Fund to accept telephone redemption
requests must first be completed. It is recommended that investors request this
privilege at the time of their initial application. If not completed at the time
of initial application, authorization forms and information on this service can
be obtained through Federated Securities Corp.
BY MAIL. Shareholders may redeem shares by sending a written request to the
Fund. The written request should include the shareholder's name, the Fund name,
the account number, and the share or dollar amount requested. If share
certificates have been issued, they must be properly endorsed and should be sent
by registered or certified mail with the written request.
SIGNATURES. Shareholders requesting a redemption of $50,000 or more, a
redemption of any amount to be sent to an address other than that on record with
the Fund, or a redemption payable other than to the shareholder of record must
have signatures on written redemption requests guaranteed by:
a trust company or commercial bank whose deposits are insured by the Bank
Insurance Fund ("BIF"), which is administered by the Federal Deposit
Insurance Corporation ("FDIC");
a member of the New York, American, Boston, Midwest, or Pacific Stock
Exchange;
a savings bank or savings and loan association whose deposits are insured
by the Savings Association Insurance Fund ("SAIF"), which is administered
by the FDIC; or
any other "eligible guarantor institution," as defined in the Securities
Exchange Act of 1934.
The Fund does not accept signatures guaranteed by a notary public.
The Fund and its transfer agent have adopted standards for accepting signature
guarantees from the above institutions. The Fund may elect in the future to
limit eligible signature guarantors to institutions that are members of a
signature guarantee program. The Fund and its transfer agent reserve the right
to amend these standards at any time without notice.
Normally, a check for the proceeds is mailed to the shareholder within one
business day, but in no event more than seven days, after receipt of a proper
written redemption request provided State Street Bank has received payment for
Shares from the shareholder.
ACCOUNTS WITH LOW BALANCES
Due to the high cost of maintaining accounts with low balances, the Fund may
redeem shares in any account and pay the proceeds to the shareholder if the
account balance falls below the required minimum value of $25,000 due to
shareholder redemptions. This requirement does not apply, however, if the
balance falls below $25,000 because of changes in the Fund's net asset value.
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 Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote. All shares of all classes of
each portfolio in the Trust have equal voting rights except that in matters
affecting only a particular fund or class, only shares of that fund or class are
entitled to 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 or the Fund's operation and for the election of Trustees
under certain circumstances. Trustees may be removed by the Trustees or by
shareholders at a special meeting. A special meeting of the shareholders for
this purpose shall be called by the Trustees upon the written request of
shareholders owning at least 10% of the outstanding shares of all series in the
Trust entitled to vote.
MASSACHUSETTS PARTNERSHIP LAW
Under certain circumstances, shareholders may be held personally liable as
partners under Massachusetts law for acts or obligations of the Trust on behalf
of the Fund. To protect shareholders of the Fund, the Trust has filed legal
documents with Massachusetts that expressly disclaim the liability of
shareholders of the Fund for such acts or obligations of the Trust. These
documents require notice of this disclaimer to be given in each agreement,
obligation, or instrument that the Trust or its Trustees enter into or sign on
behalf of the Fund.
In the unlikely event a shareholder of the Fund is held personally liable for
the Trust's obligations on behalf of the Fund, the Trust is required to use the
property of the Fund to protect or compensate the shareholder. On request, the
Trust will defend any claim made and pay any judgment against a shareholder of
the Fund for any act or obligation of the Trust on behalf of the Fund.
Therefore, financial loss resulting from liability as a shareholder of the Fund
will occur only if the Trust cannot meet its obligations to indemnify
shareholders and pay judgments against them from the assets of the Fund.
TAX INFORMATION
- --------------------------------------------------------------------------------
FEDERAL INCOME TAX
The Fund does not expect to pay federal income tax because it expects to meet
requirements of the Internal Revenue Code, as amended, applicable to regulated
investment companies and to receive the special tax treatment afforded to such
companies. The Fund will be treated as a single, separate entity for federal
income tax purposes so that income (including capital gains) and losses realized
by the Trust's other portfolios will not be combined for tax purposes with those
realized by the Fund.
Shareholders are not required to pay federal regular income tax on any dividends
received from the Fund that represent net interest on tax-exempt municipal
bonds. However, under the Tax Reform Act of 1986, dividends representing net
interest income earned on some municipal bonds may be included
in calculating the federal individual alternative minimum tax or the federal
alternative minimum tax for corporations.
The alternative minimum tax, up to 28% of alternative minimum taxable income for
individuals and 20% for corporations, applies when it exceeds the regular tax
for the taxable year. Alternative minimum taxable income is equal to the regular
taxable income of the taxpayer increased by certain "tax preference" items not
included in regular taxable income and reduced by only a portion of the
deductions allowed in the calculation of the regular tax.
The Tax Reform Act of 1986 treats interest on certain "private activity" bonds
issued after August 7, 1986, as a tax preference item for both individuals and
corporations. Unlike traditional governmental purpose municipal bonds, which
finance roads, schools, libraries, prisons, and other public facilities, private
activity bonds provide benefits to private parties. The Fund may purchase all
types of municipal bonds, including private activity bonds. Thus, should it
purchase any such bonds, a portion of the Fund's dividends may be treated as a
tax preference item.
In addition, in the case of a corporate shareholder, dividends of the Fund which
represent interest on municipal bonds will become subject to the 20% corporate
alternative minimum tax because the dividends are included in a corporation's
"adjusted current earnings." The corporate alternative minimum tax treats 75% of
the excess of a taxpayer's pre-tax "adjusted current earnings" over the
taxpayer's alternative minimum taxable income as a tax preference item.
"Adjusted current earnings" is based upon the concept of a corporation's
"earnings and profits." Since "earnings and profits" generally includes the full
amount of any Fund dividend, and alternative minimum taxable income does not
include the portion of the Fund's dividend attributable to municipal bonds which
are not private activity bonds, the difference will be included in the
calculation of the corporation's alternative minimum tax.
Dividends of the Fund representing net interest income earned on some temporary
investments and any realized net short-term gains are taxed as ordinary income.
These tax consequences apply whether dividends are received in cash or as
additional shares. Information on the tax status of dividends and distributions
is provided annually.
STATE OF CALIFORNIA INCOME TAXES
Shareholders of the Fund will not be subject to individual
income taxes on Fund dividends to the extent that such
dividends represent exempt-interest dividends within the
meaning of the California Revenue and Taxation Code, provided
that at the close of each quarter, at least 50 percent of the
value of the total assets of the Fund consist of obligations
the interest on which is exempt from California taxation
under either the Constitution or laws of California or the
Constitution or laws of United States. The Fund will furnish
its shareholders with a written note designating exempt
interest dividends within 60 days after the close of its
taxable year.
Distributions, if any, derived from capital gains or
other sources generally will be taxable for California income tax
purposes to shareholders of the Fund who are subject to
California income taxes.
OTHER STATE AND LOCAL TAXES
Income from the Fund is not necessarily free from state income taxes in states
other than California or from personal property taxes. State laws differ on this
issue, and shareholders are urged to consult their own tax advisers regarding
the status of their accounts under state and local tax laws.
PERFORMANCE INFORMATION
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From time to time the Fund advertises its total return, yield and tax-equivalent
yield.
Total return represents the change, over a specific period of time, in the value
of an investment in the Fund after reinvesting all income and capital gains
distributions. It is calculated by dividing that change by the initial
investment and is expressed as a percentage.
The yield of the Fund is calculated by dividing the net investment income per
share (as defined by the Securities and Exchange Commission) earned by the
shares of the Fund over a thirty-day period by the maximum offering price per
share of the shares of the Fund on the last day of the period. This number is
then annualized using semi-annual compounding. The tax-equivalent yield of the
shares of the Fund is calculated similarly to the yield, but is adjusted to
reflect the taxable yield that the shares of the Fund would have had to earn to
equal its actual yield, assuming a specific tax rate. The yield and the tax-
equivalent yield do not necessarily reflect income actually earned by the shares
of the Fund and, therefore, may not correlate to the dividends or other
distributions paid to shareholders.
From time to time, the Fund may advertise its performance using certain
financial publications and/or compare its performance to certain indices.
ADDRESSES
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<TABLE>
<S> <C> <C>
California Intermediate Municipal 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
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Custodian
State Street Bank and P.O. Box 8602
Trust Company Boston, Massachusetts 02266-8602
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Transfer Agent and Dividend Disbursing Agent
Federated Services Company Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
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Legal Counsel
Houston, Houston & Donnelly 2510 Centre City Tower
Pittsburgh, Pennsylvania 15222
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Legal Counsel
Dickstein, Shapiro & Morin 2101 L Street, N.W.
Washington, D.C. 20037
- ----------------------------------------------------------------------------
Independent Public Accountants
Arthur Andersen & Co. 2100 One PPG Place
Pittsburgh, Pennsylvania 15222
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</TABLE>
CALIFORNIA INTERMEDIATE
MUNICIPAL TRUST
PROSPECTUS
A Non-Diversified Portfolio of
Intermediate Municipal Trust,
an Open-End, Management
Investment Company
April 15, 1994
[LOGO] FEDERATED SECURITIES CORP.
--------------------------
Distributor
A subsidiary of FEDERATED INVESTORS
FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779
4012105A (4/94)
California Intermediate Municipal Trust
(A Portfolio of Intermediate Municipal Trust)
Statement of Additional Information
This Statement of Additional Information should be read with the
prospectus of California Intermediate Municipal Trust (the "Fund") dated
April 15, 1994. This Statement is not a prospectus itself. To receive a
copy of the prospectus, write or call the Fund.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Statement dated April 15, 1994
FEDERATED SECURITIES CORP.
Distributor
A subsidiary of FEDERATED INVESTORS
Table of Contents
Table of Contents 1
General Information About the Fund 1
Investment Objective and Policies 1
Acceptable Investments 1
When-Issued and Delayed Delivery Transactions 2
Temporary Investments 2
Investment Limitations 3
California Investment Risks 4
Management of Intermediate Municipal Trust 6
Officers and Trustees 6
Fund Ownership 10
The Funds 10
Trustee Liability 10
Investment Advisory Services 10
Adviser to the Fund 10
Administrative Services 11
Brokerage Transactions 11
Purchasing Shares 11
Conversion to Federal Funds 11
Determining Net Asset Value 11
Valuing Municipal Bonds 11
Use of Amortized Cost 12
Redeeming Shares 12
Redemption in Kind 12
Tax Status 12
The Fund's Tax Status 12
Shareholders' Tax Status 12
Yield 13
Tax-Equivalent Yield 13
Tax-Equivalency Table 13
Performance Comparisons 14
Appendix 15
General Information About the Fund
The Fund is a portfolio in Intermediate Municipal Trust (the "Trust"). The
Trust
was established as a Massachusetts business trust under a Declaration of Trust
dated May 31, 1985.
Investment Objective and Policies
The Fund's investment objective is to provide current income which is
exempt from
federal regular income tax and personal income taxes imposed by the State of
California. The investment objective cannot be changed without approval of
shareholders.
Acceptable Investments
The Fund invests primarily in a portfolio of municipal securities which are
exempt from federal regular income tax and California state personal income
taxes
These securities include those issued by or on behalf of the State of
California and California municipalities, and those issued by states,
territories, and possessions of the United States which are exempt from both
federal regular income tax and California state personal income taxes.
Characteristics
The California municipal securities in which the Fund invests have
the characteristics set forth in the prospectus.
A California municipal security will be determined by the Fund's
adviser to meet the quality standards established by the Fund's Board of
Trustees ("Trustees") if it is of comparable quality to municipal
securities within the Fund's rating requirements. The Trustees consider the
creditworthiness of the issuer of a municipal security, the issuer of a
participation interest if the Fund has the right to demand payment from the
issuer of the interest, or the guarantor of payment by either of those
issuers. The Fund is not required to sell a municipal security if the
security's rating is reduced below the required minimum subsequent to its
purchase by the Fund. The investment adviser considers this event, however,
in its determination of whether the Fund should continue to hold the
security in its portfolio. If Moody's Investors Service, Inc., Standard &
Poor's Corporation or Fitch Investor Services, Inc. ratings change because
of changes in those organizations or in their rating systems, the Fund will
try to use comparable ratings as standards in accordance with the
investment policies described in the Fund's prospectus.
Types of Acceptable Investments
Examples of California municipal securities are:
municipal notes and municipal commercial paper;
serial bonds sold with differing maturity dates;
tax anticipation notes sold to finance working capital needs of
municipalities;
bond anticipation notes sold prior to the issuance of long-term
bonds;
pre-refunded municipal bonds; and
general obligation bonds secured by a municipality pledge of
taxation.
Participation Interests
The financial institutions from which the Fund purchases participation
interests frequently provide or secure from another financial institution
irrevocable letters of credit or guarantees and give the Fund the right to
demand payment of the principal amounts of the participation interests plus
accrued interest on short notice (usually within seven days).
Variable Rate Municipal Securities
Variable interest rates generally reduce changes in the market value
of municipal securities from their original purchase prices. Accordingly,
as interest rates decrease or increase, the potential for capital
appreciation or depreciation is less for variable rate municipal securities
than for fixed income obligations. Many municipal securities with variable
interest rates purchased by the Fund are subject to repayment of principal
(usually within seven days) on the Fund's demand. The terms of these
variable rate demand instruments require payment of principal and accrued
interest from the issuer of the municipal obligations, the issuer of the
participation interests, or a guarantor of either issuer.
Municipal Leases
The Fund may purchase municipal securities in the form of participation
interests which represent undivided proportional interests in lease
payments by a governmental or non-profit entity. The lease payments and
other rights under the lease provide for and secure the payments on the
certificates. Lease obligations may be limited by municipal charter or the
nature of the appropriation for the lease. In particular, lease obligations
may be subject to periodic appropriation. If the entity does not
appropriate funds for future lease payments, the entity cannot be compelled
to make such payments. Furthermore, a lease may provide that the
certificate trustee cannot accelerate lease obligations upon default. The
trustee would only be able to enforce lease payments as they became due. In
the event of a default or failure of appropriation, it is unlikely that the
trustee would be able to obtain an acceptable substitute source of payment.
In determining the liquidity of municipal lease securities, the Fund's
investment adviser, under the authority delegated by the Trustees, will
base its determination on the following factors:
whether the lease can be terminated by the lessee;
the potential recovery, if any, from a sale of the leased property upon
termination of the lease;
the lessee's general credit strength (e.g., its debt, administrative,
economic and financial characteristics and prospects);
the likelihood that the lessee will discontinue appropriating funding for
the leased property because the property is no longer deemed essential to
its operations (e.g., the potential for an "event of nonappropriation");
and
any credit enhancement or legal recourse provided upon an event of
non-appropriation or other termination of the lease.
When-Issued and Delayed Delivery Transactions
These transactions are arrangements in which the Fund purchases securities with
payment and delivery scheduled for a future time. The Fund engages in
when-issued
and delayed delivery transactions only for the purpose of acquiring portfolio
securities consistent with the Fund's investment objective and policies, not
for
investment leverage. These transactions are made to secure what is
considered to
be an advantageous price and yield for the Fund. Settlement dates may be a
month
or more after entering into these transactions, and the market values of the
securities purchased may vary from the purchase prices.
No fees or expenses, other than normal transaction costs, are incurred.
However,
liquid assets of the Fund sufficient to make payment for the securities to be
purchased are segregated on the Fund's records at the trade date. These assets
are marked to market daily and maintained until the transaction is settled.
The Fund does not intend to engage in these transactions to an extent that
would
cause the segregation of more than 20% of the value of its total assets.
Temporary Investments
The Fund may also invest in temporary investments during times of unusual
market
conditions for defensive purposes.
Repurchase Agreements
Repurchase agreements are arrangements in which banks, broker/dealers, and
other recognized financial institutions sell U.S. government securities or
certificates of deposit to the Fund and agree at the time of sale to
repurchase them at a mutually agreed upon time and price within one year
from the date of acquisition. The Fund or its custodian will take
possession of the securities subject to repurchase agreements. To the
extent that the original seller does not repurchase the securities from the
Fund, the Fund could receive less than the repurchase price on any sale of
such securities. In the event that such a defaulting seller filed for
bankruptcy or became insolvent, disposition of such securities by the Fund
might be delayed pending court action. The Fund believes that under the
regular procedures normally in effect for custody of the Fund's portfolio
securities subject to repurchase agreements, a court of competent
jurisdiction would rule in favor of the Fund and allow retention or
disposition of such securities. The Fund may only enter into repurchase
agreements with banks and other recognized financial institutions such as
broker/dealers which are found by the Fund's adviser to be creditworthy
pursuant to guidelines established by the Trustees.
Reverse Repurchase Agreements
The Fund may also enter into reverse repurchase agreements. This
transaction is similar to borrowing cash. In a reverse repurchase agreement
the Fund transfers possession of a portfolio instrument to another person,
such as a financial institution, broker, or dealer, in return for a
percentage of the instrument's market value in cash, and agrees that on a
stipulated date in the future the Fund 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
Fund to avoid selling portfolio instruments at a time when a sale may be
deemed to be disadvantageous, but the ability to enter into reverse
repurchase agreements does not ensure that the Fund will be able to avoid
selling portfolio instruments at a disadvantageous time. When effecting
reverse repurchase agreements, liquid assets of the Fund, in a dollar
amount sufficient to make payment for the obligations to be purchased, are
segregated on the Fund's records at the trade date. These assets are marked
to market daily and are maintained until the transaction is settled.
Investment Limitations
Selling Short and Buying On Margin
The Fund will not sell any securities short or purchase any securities on
margin but may obtain such short-term credits as may be necessary for
clearance of purchases and sales of securities.
Issuing Senior Securities and Borrowing Money
The Fund will not issue senior securities except that the Fund may borrow
money and engage in reverse repurchase agreements in amounts up to
one-third of the value of its total assets, including the amounts borrowed.
The Fund will not borrow money or engage in reverse repurchase agreements
for investment leverage, but rather as a temporary, extraordinary, or
emergency measure or to facilitate management of the portfolio by enabling
the Fund to meet redemption requests when the liquidation of portfolio
securities is deemed to be inconvenient or disadvantageous. The Fund will
not purchase any securities while borrowings in excess of 5% of its total
assets are outstanding.
Pledging Assets
The Fund will not mortgage, pledge, or hypothecate its assets except to
secure permitted borrowings. In those cases, it may mortgage, pledge, or
hypothecate assets having a market value not exceeding 10% of the value of
its total assets at the time of the pledge.
Underwriting
The Fund will not underwrite any issue of securities except as it may be
deemed to be an underwriter under the Securities Act of 1933 in connection
with the sale of securities in accordance with its investment objective,
policies, and limitations.
Investing in Real Estate
The Fund will not purchase or sell real estate or invest in real estate
limited partnerships, although it may invest in municipal bonds secured by
real estate or interests in real estate.
Investing in Commodities
The Fund will not buy or sell commodities, commodity contracts, or
commodities futures contracts.
Lending Cash or Securities
The Fund will not lend any of its assets except that it may acquire
publicly or non-publicly issued municipal bonds or temporary investments or
enter into repurchase agreements in accordance with its investment
objective, policies, and limitations or its Declaration of Trust.
Concentration of Investments
The Fund will not purchase securities if, as a result of such purchase, 25%
or more of the value of its total assets would be invested in any one
industry or in industrial development bonds or other securities, the
interest upon which is paid from revenues of similar types of projects.
However, the Fund may invest as temporary investments more than 25% of the
value of its assets in cash or cash items, securities issued or guaranteed
by the U.S. government, its agencies or instrumentalities, or instruments
secured by these money market instruments, i.e., repurchase agreements.
The above investment limitations cannot be changed without shareholder
approval. The following 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 Securities of Other Investment Companies
The Fund will not purchase securities of other investment companies except
as part of a merger, consolidation, or other acquisition.
Investing in Issuers Whose Securities are Owned by Officers and
Trustees of the Fund
The Fund will not purchase or retain the securities of any issuer if the
officers and Trustees of the Fund or its investment adviser, owning
individually more than 1/2 of 1% of the issuer's securities, together own
more than 5% of the issuer's securities.
Investing in Illiquid Securities
The Fund will not invest more than 15% of its net assets in securities
which are illiquid, including repurchase agreements providing for
settlement in more than seven days after notice, and certain restricted
securities not determined by the Trustees to be liquid.
Investing in New Issuers
The Fund will not invest more than 5% of the value of its total assets in
industrial development bonds where the principal and interest are the
responsibility of companies (or guarantors, where applicable) with less
than three years of continuous operations, including the operation of any
predecessor.
Investing in Minerals
The Fund will not purchase interests in oil, gas, or other mineral
exploration or development programs or leases, although it may invest in
securities of issuers which invest in or sponsor such programs.
Except with respect to borrowing money, if a percentage limitation is
adhered to
at the time of investment, a later increase or decrease in percentage resulting
from any change in value or net assets will not result in a violation of such
restriction.
For purposes of its policies and limitations, the Fund 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".
California Investment Risks
Limits on Taxing and Spending Authority
Developments in California which constrain the taxing and spending
authority of California governmental entities could adversely affect the
ability of such entities to meet their interest and/or principal payment
obligations on securities they have issued or will issue. The following
information constitutes only a brief summary and is not intended as a
complete description.
California's economic difficulties have exacerbated a structural budget
imbalance which has been evident since fiscal year 1985-1986. Since that
time, budget shortfalls have become increasingly more difficult to solve
and the State has recorded General Fund operating deficits in five of the
past six fiscal years. Despite substantial tax increases, expenditure
reductions and the shift of some expenditure responsibilities to local
government, the budget condition remains problematic.
The State's General Fund revenues for the 1992-93 fiscal year totaled
nearly $2.5 billion less than the $43.4 billion that the Governor had
projected. It is anticipated that revenues and transfers in the 1993-94
fiscal year will be lower than those in 1992-93 fiscal year. This
represents the second consecutive year of actual decline.
On June 30, 1993, the Governor signed into law a $52.1 billion budget
which, among other things, (a) shifts $2.6 billion of property taxes from
cities, counties, special districts and redevelopment agencies to schools
and community college districts, (b) reduces higher education and
community
college funding, forcing higher student fees, and (c) reduces welfare
grants and aid to the aged, blind, and disabled. In addition, related
legislation (a) suspends the renters' tax credit for two years and (b)
allows counties to reduce general assistance welfare payments by as
much as
27%. The stability of the budget would be jeopardized if the property tax
transfer were invalidated by the courts in current and future cases
between
the State and its counties.
The current budget includes General Fund spending of $38.5 billion, down
$2.6 billion, or 6.3% from the amount budgeted for the 1992-1993 fiscal
year. In its June 1993 Quarterly General Fund Forecast, the bipartisan
Commission on State Finance ("Commission") estimates that, even assuming
that the pessimistic economic forecasts upon which the budget is based hold
true, actual revenue will be $700 million below what Governor Wilson
anticipates. Specifically criticizing the State's using--for the second
consecutive year--off-budget loans to maintain school funding at its
current per-pupil level, the Commission expresses concern that the current
budget may fail to resolve the State's fiscal crisis.
Economic Developments
Although the U.S. economy is experiencing overall growth, California's
recession continues to linger. While the nation has added 1.2 million jobs
this year, California has lost 1.6% of its employment in the past twelve
months, bringing the total loss of employment to nearly 600,000 since the
start of the recession. National retail sales are up 7 percent over the
past year; however, California's remain flat. Despite low interest rates,
housing permits are down in California and home prices continue in a
downward trend. California represents approximately 10-12 percent of the
population and economic activity in the United States. Because of its
size, the weakness of California's economy will continue to have a
restraining effect on the overall economy.
To the relief of municipal bond investors, the State of California adopted
its Fiscal Year 1994 budget by the June 30 deadline, avoiding a repeat of
last year's prolonged cash crisis. Although Fiscal year 1992-93 was a
period of declining revenues, operations were balanced through major cuts
in funding levels for local aid, higher education, and health and welfare,
and through the restraint of expenditure growth in education. The 1993-94
budget adds another year of deep cuts in each of these areas. State
funding of local governmental units such as cities, counties, and
redevelopment agencies is most affected by the revenue reductions. These
local governments will receive $2.6 billion less in property taxes which
the state will reallocate to school and community college districts. This
most recent shift is in addition to a $1.3 billion shift during fiscal
1992-93. The specific impacts of individual credit ratings of California
local government will depend on the particular facts of the credit,
including its previous planning for such reductions and its flexibility for
either decreasing expenditures or raising additional revenues. The
measures undertaken to balance the current state budget signal an increased
vulnerability of local governments to the state government's financial
condition.
The Trust's concentration in securities issued by the state and its
political subdivisions provides a greater level of risk than a fund which
is diversified across numerous states and municipal entities. The ability
of the state or its municipalities to meet their obligations will depend on
the availability of tax and other revenues; economic, political, and
demographic conditions within the state; and the underlying fiscal
condition of the state, its counties, and its municipalities. Reductions
in state revenues and spending may also adversely affect the rating of
California's counties, municipalities, and other public financing
authorities.
Management of Intermediate Municipal Trust
Officers and Trustees
Officers and Trustees are listed with their addresses, principal
occupations, and
present positions, including any affiliation with Federated Management,
Federated
Investors, Federated Securities Corp., Federated Services Company; Federated
Administrative Services, Inc., and the Funds (as defined below).
Name and Address Positions with Principle Occupations
the Trust During Past Five Years
John F. Donahue*_ Chairman and Chairman and Trustee, Federated
Federated Investors Trustee Investors; Chairman and Trustee,
Tower Federated Advisers, Federated
Pittsburgh, PA Management, and Federated Research;
Director, AEtna Life and Casualty
Company; Chief Executive
Officer and Director,
Trustee, or Managing General
Partner of the Funds; formerly,
Director, The Standard Fire
Insurance Company. Mr. Donahue
is the father of J. Christopher
Donahue, Vice President
of the Trust.
John T. Conroy, Jr. Trustee President, Investment Properties
Wood/IPC Commercial Corporation; Senior Vice-President,
Department John R. Wood and Associates, Inc.,
John R. Wood and Realtors; President, Northgate
Associates, Inc., Realtors Village Development Corporation;
3255 Tamiami Trail North General Partner or Trustee in
Naples, FL private real estate ventures in
Southwest Florida; Director,
Trustee, General Partner of the
formerly, President, Naples
Property
Management, Inc.
William J. Copeland Trustee Director and Member of the
PNC Plaza - 23rd Floor Executive Committee, Michael
Pittsburgh, PA 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 Trustee Attorney-at-law; Director, The
571 Hayward Mill Road Emerging Germany Fund, Inc.;
Concord, MA Director, Trustee, or
Managing General Partner of Funds;
formerly, Director, Blue Cross
of Massachusetts, Inc.
Lawrence D. Ellis, M.D. Trustee Hematologist, Oncologist, and
3471 Fifth Avenue Internist, Presbyterian and
Suite 1111 Montefiore Hospitals; Clinical
Pittsburgh, PA Professor of Medicine and
Trustee, University of
Pittsburgh; Director, Trustee,
or Managing General
Partner of the Funds.
Edward L. Flaherty, Jr._ Trustee Attorney-at-law; Partner, Meyer
5916 Penn Mall and Flaherty; Director,
Eat'N Pittsburgh, PA 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.
Glen R. Johnson * President and Trustee, Federated
Investors;
Federated Investors Trustee President and/or Trustee of
Tower some of the Funds; staff
member,
Pittsburgh, PA Federated Securities Corp.
and
Federated Administrative Services,
Inc.
Peter E. Madden Trustee Consultant; State Representative,
225 Franklin Street Commonwealth of Massachusetts;
Boston, MA Director, Trustee, or Managing
General Partner of the Funds;
formerly, President, State Street
Bank and Trust Company and
State Street Boston Corporation
and Trustee, Lahey Clinic
Foundation, Inc.
Gregor F. Meyer Trustee Attorney-at-law; Partner, Meyer
5916 Penn Mall and Flaherty; Chairman, Meritcare,
Pittsburgh, PA Inc.; Director, Eat'N Park
Restaurants, Inc.; Director,
Trustee, or Managing General
Partner of the
Funds; formerly, Vice Chairman,
Horizon Financial, F.A.
Wesley W. Posvar Trustee Professor, Foreign Policy and
1202 Cathedral of Management Consultant; Trustee,
Learning Carnegie Endowment for
University of Pittsburgh International Peace,
Pittsburgh, PA Corporation, Online Computer
Library Center, U.S.
Space Foundation; Chairman,
Czecho Slovak Management
Center; Director, Trustee, or
Managing General Partner of the
Funds; President Emeritus,
University of formerly,
Chairman, National Advisory
Council for Policy
and Technology.
Marjorie P. Smuts Trustee Public relations/marketing
4905 Bayard Street consultant; Director, Trustee,
Pittsburgh, PA or Managing General
Partner of the Funds.
J. Christopher Vice President President and Trustee,
Donahue * Federated Investors; Trustee,
Federated Investors Federated Advisers, Federated
Tower Management, and Federated
Pittsburgh, PA Research; President and Director,
Federated Administrative Services,
Inc.; Trustee, Federated Services
Company; President or Vice
President of the 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.
Richard B. Fisher Vice President Executive Vice President and
Federated Investors Trustee, Federated Investors;
Tower Chairman and Director,
Pittsburgh, PA Federated Securities Corp.;
President or Vice President
of the Funds; Director or
Trustee of some of the Funds.
Edward C. Gonzales Vice President Vice President, Treasurer, and
Federated Investors and Treasurer Trustee,
Tower Federated Investors; Vice
Pittsburgh, PA President and Treasurer,
Federated Advisers,
Federated Management and
Federated Research;
Executive Vice President,
Treasurer, and Director,
Securities Corp.;
Trustee, Federated Services
Company; Chairman, and
Director, Federated
Inc.; Trustee or Director
of some of the Funds;
Vice President and Treasurer
of the Funds.
John W. McGonigle Vice President Vice President, Secretary,
General
Federated Investors and Secretary Counsel, and
Trustee,
Federated
Tower Investors; Vice President,
Secretary,
Pittsburgh, PA and Trustee, Federated Advisers,
Federated Management, and
Federated Research; Trustee,
Federated Services Company;
Executive Vice President,
Secretary,
and Director, Federated
Administrative Services, Inc.;
Director and Executive Vice
President, Federated Securities
Corp.; Vice President and
Secretary of the Funds.
John A. Staley, IV Vice President Vice President and Trustee,
Federated Investors Federated Investors; Executive
Vice
Tower President, Federated Securities
Pittsburgh, PA Corp.; President and Trustee,
Federated Advisers, Federated
Management, and Federated
Research; Vice President
Funds; Director, Trustee, or
Managing General Partner of
some of the Funds; formerly,
Vice President, The
Standard Insurance Company
President of its Federated
Research Division.
* This Trustee is deemed to be an "interested person" of the Trust as
defined inthe
Investment Company Act of 1940, as amended.
_ Members of the Trust's Executive Committee. The Executive Committee of the
Board
of Trustees handles the responsibilities of the Board of Trustees between
meetings
of the Board.
Fund Ownership
Officers and Trustees own less than 1% of the outstanding shares of the Fund.
The Funds
"The Funds" and "Funds" mean the following investment companies: A. T. Ohio
Tax-Free Money Fund; American Leaders Fund, Inc.; Annuity Management Series;
Automated Cash Management Trust; Automated Government Money Trust; BankSouth
Select Funds; The Boulevard Funds; California Municipal Cash Trust; Cash Trust
Series II; Cash Trust Series, Inc.; DG Investor Series; Edward D. Jones & Co.
Daily Passport Cash Trust; FT Series, Inc.; 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 Intermediate
Government
Trust; Federated Master Trust; Federated Municipal Trust; Federated
Short-Intermediate Government Trust; Federated Short-Term U.S. Government
Trust;
Federated Stock Trust; Federated Tax-Free Trust; Federated U.S. Government Bond
Fund; First Priority Funds; Fixed Income Securities, Inc.; Fortress Adjustable
Rate U.S. Government Fund, Inc.; Fortress Municipal Income Fund, Inc.; Fortress
Utility Fund, Inc.; Fund for U.S. Government Securities, Inc.;
Government Income
Securities, Inc.; High Yield Cash Trust; Insurance Management Series;
Intermediate Municipal Trust; 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; Mark Twain Funds; Money Market Management, Inc.; Money Market
Obligations
Trust; Money Market Trust; Municipal Securities Income Trust; New York
Municipal
Cash Trust; 111 Corcoran Funds; The Planters Funds; Portage Funds; RIMCO
Monument
Funds; The Shawmut Funds; Short-Term Municipal Trust; Signet Select Funds; Star
Funds; The Starburst Funds; The Starburst Funds II; Stock and Bond Fund, Inc.;
Sunburst Funds; Targeted Duration Trust; Tax-Free Instruments Trust; Trademark
Funds; Trust for Financial Institutions; Trust For Government Cash Reserves;
Trust for Short-Term U.S. Government Securities; Trust for U.S. Treasury
Obligations.
Trustee Liability
The Trust's Declaration of Trust provides that the Trustees will not be liable
for errors of judgement or mistakes of fact or law. However, they are not
protected against any liability to which they would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard
of the duties involved in the conduct of their office.
Investment Advisory Services
Adviser to the Fund
The Fund's investment adviser is Federated Management (the "Adviser"). 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, his wife, and his son, J. Christopher Donahue. John F. Donahue is
Chairman and Trustee, Federated Management; Chairman and Trustee, Federated
Investors; and Chairman and Trustee of the Trust. John A. Staley, IV, is
President of Federated Management; Vice President and Trustee, Federated
Investors; Executive Vice President, Federated Securities Corp.; and Vice
President of the Trust. J. Christopher Donahue is Trustee, Federated
Management;
President and Trustee, Federated Investors; President and Director, Federated
Administrative Services, Inc.; and Vice President of the Trust. John W.
McGonigle
is Trustee, Federated Management; Trustee, Vice President, Secretary, and
General
Counsel, Federated Investors; Executive Vice President, Secretary, and
Director,
Federated Administrative Services, Inc.; Executive Vice President and Director,
Federated Securities Corp.; and Vice President and Secretary of the Trust.
The Adviser shall not be liable to the Trust, the Fund or any shareholder of
the
Fund 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 Fund.
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 Fund's normal operating
expenses (including the investment advisory fee, but not including
brokerage commissions, interest, taxes, and extraordinary expenses) exceed
2.5% per year of the first $30 million of average net assets, 2% per year
of the next $70 million of average net assets, and 1.5% per year of the
remaining average net assets, the Adviser will reimburse the Trust for its
expenses over the limitation.
If the Fund's monthly projected operating expenses exceed this expense
limitation, the investment advisory fee paid will be reduced by the amount
of the excess, subject to an annual adjustment. If the expense limitation
is exceeded, the amount to be reimbursed by the Adviser will be
limited, in
any single fiscal year, by the amount of the investment advisory fee. This
arrangement is not part of the advisory contract and may be amended or
rescinded in the future.
Administrative Services
Federated Administrative Services, Inc., a subsidiary of Federated Investors,
provides administrative personnel and services to the Fund at approximate cost.
John A. Staley, IV, an officer of the Trust, and Dr. Henry J. Gailliot, an
officer of Federated Management, the Adviser to the Fund, each hold
approximately
15% and 20%, respectively, of the outstanding common stock and serve as
directors
of Commercial Data Services, Inc., a company which provides computer processing
services to Federated Administrative Services, Inc. For the fiscal years ended
May 31, 1993, 1992 and 1991, Federated Administrative Services, Inc. paid
approximately $176,425, $203,964, and $168,470, respectively, for services
provided by Commercial Data Services, Inc.
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 review by
the Trustees. The Adviser may select brokers and dealers who offer brokerage
and
research services. These services may be furnished directly to the
Fund or to the Adviser and may include:
advice as to the advisability of investing in securities;
security analysis and reports;
economic studies;
industry studies;
receipt of quotations for portfolio evaluations; and
similar services.
The Adviser and its affiliates exercise reasonable business judgment in
selecting
brokers who offer brokerage and research services to execute securities
transactions. They determine in good faith that commissions charged by such
persons are reasonable in relationship to the value of the brokerage and
research
services provided.
Research services provided by brokers may be used by the Adviser or by
affiliates
of Federated Investors in advising the Funds and other accounts. To the extent
that receipt of these services may supplant services for which the Adviser or
its
affiliates might otherwise have paid, it would tend to reduce their expenses.
Purchasing Shares
Except under certain circumstances described in the prospectus, shares are
sold
at their net asset value on days the New York Stock Exchange is open for
business. The procedure for purchasing shares is explained in the prospectus
under "Investing in the Fund."
Conversion to Federal Funds
It is the Fund's policy to be as fully invested as possible so that maximum
interest may be earned. State Street Bank acts as the shareholder's agent in
depositing checks and converting them to federal funds.
Determining Net Asset Value
Net asset value generally changes each day. The days on which net asset
value is
calculated by the Fund are described in the prospectus. Net asset value will
not
be calculated on the following holidays: New Year's Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and
Christmas Day.
Valuing Municipal Bonds
The Trustees use an independent pricing service to value municipal bonds. The
independent pricing service takes into consideration yield, stability, risk,
quality, coupon rate, maturity, type of issue, trading characteristics, special
circumstances of a security or trading market, and any other factors or market
data it considers relevant in determining valuations for normal institutional
size trading units of debt securities, and does not rely exclusively on quoted
prices.
Use of Amortized Cost
The Trustees have decided that the fair value of debt securities authorized
to be
purchased by the Fund with remaining maturities of 60 days or less at the
time of
purchase shall be their amortized cost value, unless the particular
circumstances
of the security indicate otherwise. Under this method, portfolio
instruments and
assets are valued at the acquisition cost as adjusted for amortization of
premium
or accumulation of discount rather than at current market value, The Executive
Committee continually assesses this method of valuation and recommends changes
where necessary to assure that the Fund's portfolio instruments are valued at
their fair value as determined in good faith by the Trustees.
Redeeming Shares
The Fund redeems shares at the next computed net asset value after the Fund
receives the redemption request. Redemption procedures are explained in the
prospectus under "Redeeming Shares." Although State Street Bank does not charge
for telephone redemptions, it reserves the right to charge a fee for the
cost of
wire-transferred redemptions of less than $5,000.
Redemption in Kind
The Trust is obligated to redeem shares solely in cash up to $250,000 or 1% of
the net asset value of the Fund, whichever is less, for any one shareholder
within a 90-day period.
Any redemption beyond this amount will also be in cash unless the Trustees
determine that further cash payments will have a material adverse effect on
remaining shareholders. In such a case, the Trust will pay all or a portion of
the remainder of the redemption in portfolio instruments, valued in the same
way
that net asset value is determined. The portfolio instruments will be
selected in
a manner that the Trustees deem fair and equitable. Such securities will be
readily marketable, to the extent available.
Redemption in kind is not as liquid as a cash redemption. If redemption is made
in kind, shareholders receiving their securities and selling them before their
maturity could receive less than the redemption value of their securities and
could incur certain transaction costs.
Tax Status
The Fund's Tax Status
The Fund will pay no federal income tax because it expects to meet the
requirements of Subchapter M of the Internal Revenue Code, as amended,
applicable
to regulated investment companies and to receive the special tax treatment
afforded to such companies. To qualify for this treatment, the Fund must, among
other requirements:
derive at least 90% of its gross income from dividends, interest, and gains
from
the sale of securities;
derive less than 30% of its gross income from the sale of securities held less
than three months;
invest in securities within certain statutory limits; and
distribute to its shareholders at least 90% of its net income earned
during the
year.
Shareholders' Tax Status
Capital Gains
Capital gains or losses may be realized by the Fund on the sale of
portfolio securities and as a result of discounts from par value on
securities held to maturity. Sales would generally be made because of:
the availability of higher relative yields;
differentials in market values;
new investment opportunities;
changes in creditworthiness of an issuer; or
an attempt to preserve gains or limit losses.
Distributions of long-term capital gains are taxed as such, whether they
are taken in cash or reinvested, and regardless of the length of time the
shareholder has owned shares. Any loss by a shareholder on Fund shares held
for less than six months and sold after a capital gains distribution will
be treated as a long-term capital loss to the extent of the capital gains
distribution.
Yield
The yield of the Fund is determined by dividing the net investment income per
share (as defined by the Securities and Exchange Commission) earned by the Fund
over a thirty-day period by the maximum offering price per share on the
last day
of the period. This value is then annualized using semi-annual compounding.
This
means that the amount of income generated during the thirty-day period is
assumed
to be generated each month over a twelve-month period and is reinvested
every six
months. The yield does not necessarily reflect income actually earned by the
Fund
because of certain adjustments required by the Securities and Exchange
Commission
and, therefore, may not correlate to the dividends or other distributions
paid to
shareholders.
To the extent that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an investment
in the Fund,
performance will be reduced for those shareholders paying those fees.
Tax-Equivalent Yield
The tax-equivalent yield for the Fund is calculated similarly to the yield, but
is adjusted to reflect the taxable yield that the Fund would have had
to earn to
equal its actual yield, assuming a 39.60% Federal tax rate and assuming that
income is 100% tax-exempt.
Tax-Equivalency Table
The Fund may also use a tax-equivalency table in advertising and sales
literature. The interest earned by the municipal obligations in the Fund's
portfolio generally remains free from federal regular income tax and is
free from
the income taxes imposed by the State of California (some portion of the Fund's
income may be subject to the federal alternative minimum tax and state and
local
taxes.) As the table below indicates, a "tax-free" investment is an attractive
choice for investors, particularly in times of narrow spreads between
"tax-free"
and taxable yields.
<TABLE>
<CAPTION>
TAXABLE YIELD EQUIVALENT FOR 1994
STATE OF CALIFORNIA
<C> <C> <C> <C> <C> <C> <C> <C> <C>
Combined Federal and State Income Tax Bracket:
21.00% 37.30% 40.30% 41.00% 46.00% 47.00% 49.60% 50.60%
Single $1- $22,751- $55,101- $140,001- OVER
Return: 22,750 55,100 140,000 250,000 250,000
Joint $1- $38,001- $91,851- $140,001- 250,001 OVER
Return 38,000 91,850 140,000 250,000 424,760 424,760
Tax-Exempt
Yield Taxable Yield Equivalent
1.50% 1.90% 2.39% 2.51% 2.54% 2.78% 2.83% 2.98% 3.04%
2.00% 2.53 3.19 3.35 3.39 3.70 3.77 3.97 4.05
2.50% 3.16 3.99 4.19 4.24 4.63 4.72 4.96 5.06
3.00% 3.80 4.78 5.03 5.08 5.56 5.66 5.95 6.07
3.50% 4.43 5.58 5.86 5.93 6.48 6.60 6.94 7.09
4.00% 5.06 6.38 6.70 6.78 7.41 7.55 7.94 8.10
4.50% 5.70 7.18 7.54 7.63 8.33 8.49 8.93 9.11
5.00% 6.33 7.97 8.38 8.47 9.26 9.43 9.92 10.12
5.50% 6.96 8.77 9.21 9.32 10.19 10.38 10.91 11.13
</TABLE>
Note: The maximum marginal tax rate for each bracket was used in calculating
the
taxable yield equivalent. Furthermore, additional state and local taxes paid on
comparable taxable investments were not used to increase federal deductions.
The charts above are for illustrative purposes only. They are not an
indicator of
past or future performance of the Fund.
Performance Comparisons
The performance of the Fund depends upon such variables as:
portfolio quality;
average portfolio maturity;
type of instruments in which the portfolio is invested;
changes in interest rates and market value of portfolio securities;
changes in the Fund's expenses; and
various other factors.
The Fund's performance fluctuates on a daily basis largely because net earnings
and offering price per share fluctuate daily. Both net earnings and offering
price per share are factors in the computation of yield and total return as
described above.
Investors may use financial publications and/or indices to obtain a more
complete
view of the Fund'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 Fund uses in advertising may include:
Lipper Analytical Services, Inc. ranks funds in various fund categories by
making comparative calculations using total return. Total return assumes the
reinvestment of all capital gains distributions and income dividends and takes
into account any change in net asset value over a specific period of time.
From
time to time, the Fund will quote its Lipper ranking in the "California
Intermediate Municipal Debt Funds (primary)" category in advertising and sales
literature.
Morningstar, Inc., an independent rating service is the publisher of the
bi-weekly Mutual Fund Values. Mutual Fund Values rates more than 1,000
NASDAQ-listed mutual funds of all types, according to their risk-adjusted
returns. The maximum rating is five stars, and ratings are effective for two
weeks.
Shearson Lehman Five-Year State General Obligation Bonds is an index comprised
of all state general obligation debt issues with maturities between four and
six years. These bonds are rated A or better and represent a variety of coupon
ranges. Index figures are total returns calculated for one, three and twelve
month periods as well as year-to-date. Total returns are also calculated as of
the index inception December 31, 1979.
Shearson Lehman Ten-Year State General Obligation Bonds is an index
comprised of
the same issues noted above except that the maturities range between nine and
eleven years. Index figures are total returns calculated for the same periods
as listed above.
Advertisements and other sales literature for the Fund may quote total returns
which are calculated on non-standardized base periods. The total returns
represent the historic change in the value of an investment in the Fund
based on
monthly reinvestment of dividends over a specified period of time.
Appendix
Standard and Poor's Municipal Bond Ratings
AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.
AA--Debt rated AA has a very strong capacity to pay interest and
repay principal
and differs from the higher rated issues only in small degree.
A--Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.
NR--Indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy.
Plus (+) or minus (-): The ratings from AA to CCC may be modified by the
addition
of a plus or minus sign to show relative standing within the major rating
categories.
Moody's Investors Service Municipal Bond Ratings
AAA--Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are
likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
AA--Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high
grade
bonds. They are rated lower than the best because margins of protection may not
be as large as in Aaa securities or fluctuation of protective elements may
be of
greater amplitude or there may be other elements present which make the
long-term
risks appear somewhat larger than in Aaa securities.
A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present
which
suggest a susceptibility to impairment sometime in the future.
NR--Not rated by Moody's.
Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating
classification from Aa through B in its corporate or municipal bond rating
system. The modifier 1 indicates that the security ranks in the higher end of
its
generic rating category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates that the issue ranks in the lower end of its generic
rating
category.
Fitch Investors Service, Inc.
AAA--Bonds considered to be investment grade and of very high quality. The
obligor has an exceptionally strong ability to pay interest and repay
principal,
which is unlikely to be affected by reasonably foreseeable events.
AA--Bonds considered to be investment grade and of very high quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA
categories are not significantly vulnerable to foreseeable future developments,
short-term debt of these issuers is generally rated F-1+.
A--Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong,
but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.
NR--NR indicates that Fitch does not rate the specific issue.
Plus (+) or Minus (-): Plus and minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category. Plus and
minus signs, however, are not used in the AAA category.
Standard and Poor's Municipal Note Ratings
SP-1--Very strong or strong capacity to pay principal and interest. Those
issues
determined to possess overwhelming safety characteristics will be given a plus
(+) designation.
Moody's Investors Service Short-Term Loan Ratings
MIG1/VMIG1--This designation denotes best quality. There is a present strong
protection by established cash flows, superior liquidity support or
demonsrtated
broadbased access to the market for refinancing.
4012105B(1/94)
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits:
(a) Financial Statements (To be Filed by Amendment)
(b) Exhibits:
(1) Conformed Copy of Declaration of Trust of the
Registrant; +
(i) Copy of Amendment No. 1 to Declaration of Trust
of the Registrant (2.);
(2) (i) Copy of By-Laws of the Registrant
(1.);
(ii) Copy of Amendment to By-Laws of Registrant
(6.);
(3) Not applicable;
(4) Copy of Specimen Certificates for Shares of Beneficial
Interest of the Registrant; +
(5) (i) Copy of Investment Advisory Contract of the
Registrant for Intermediate Municipal Trust
portfolio of the Trust (8);
(ii) Form of new Investment Advisory Contract of the
Trust (12);
(a) Form of Exhibit A to new Investment Advisory
Contract for Pennsylvania Intermediate Municipal
Trust and Ohio Intermediate Municipal Trust (12);
(b) Form of Exhibit B to new Investment Advisory
Contract for California Intermediate Municpal Trust
portfolio of the Trust; +
(6) (i) Copy of Distributor's Contract (8.);
(ii) Form of Exhibit A to Distributor's Contract; +
(iii) Form of Exhibit B to Distributor's Contract; +
(iv) Form of Exhibit C to Distributor's Contract; +
(v) Form of Exhibit D to Distributor's Contract; +
(vi) Form of Exhibit E to Distributor's Contract; +
(7) Not applicable;
(8) (i) Conformed copy of the Custodian
Agreement;+
(ii) Conformed copy of the Transfer Agency
Agreement;+
(9) (i) Form of Shareholder Services Plan; +
(ii) Form of Exhibit A to Shareholder Services Plan; +
(iii) Form of Shareholder Services Agreement; +
(iv) Form of Exhibit A to Shareholder Services
Agreement; +
(10) Not applicable;
(11) Copy of Consent of Independent Public
Accountants (11.);
(12) Not applicable;
(13) Copy of Initial Capital Understanding
(3.);
(14) Not applicable;
(15) (i) Form of 12b-1 Plan; +
(ii) Form of Exhibit A to the 12b-1 Plan;
+
(iii) Form of Exhibit B to the 12b-1 Plan;
+
(iv) Form of Rule 12b-1 Agreement; +
(v) Form of Exhibit A to 12b-1
Agreement; +
(vi) Form of Exhibit B to 12b-1
Agreement; +
(16) Schedule for Computation of Fund
Performance Data (6.);
(17) Power of Attorney (10.);
(18) Not applicable
+ All exhibits have been filed electronically.
1. Response is incorporated by reference to Registrant's Initial
Registration Statement on Form N-1A filed June 4, 1985 (File
Nos. 2-98237 and 811-4314).
2. Response is incorporated by reference to Registrant's Pre-Effective
Amendment No. 1 on Form N-1A filed October 22, 1985 (File Nos. 2-98237
and 811-4314).
3. Response is incorporated by reference to Registrant's Pre-Effective
Amendment No. 2 on Form N-1A filed December 19, 1985 (File Nos. 2-98237
and 811-4314).
6. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 4 on Form N-1A filed July 26, 1988 (File Nos. 2-98237 and
811-4314).
8. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 7 on Form N-1A filed May 24, 1990 (File Nos. 2-98237 and
811-4314).
10. Response is incorporated by reference to Registrants' Post-Effective
Amendment No. 13 on Form N-1A filed July 7, 1993, (File Nos. 2-98237 and
811-4314).
11. Response is incorporated by reference to Registrants' Post-Effective
Amendment No. 14 on Form N-1A filed September 8, 1993, (File Nos.
2-98237 and 811-4314).
12. Response is incorporated by reference to Registrants' Post-Effective
Amendment No. 16 on Form N-1A filed November 24, 1993, (File Nos.
2-98237 and 811-4314).
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 February 4, 1994
Shares of Beneficial Interest
(no par value)
Intermediate Municipal Trust
Institutional Shares 22
Institutional Service Shares 1,247
Ohio Intermediate Municipal Trust 22
Pennsylvania Intermediate Municipal Trust 12
Item 27. Indemnification: (1.)
Item 28. Business and Other Connections of Investment Adviser: (1.)
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: A.T. Ohio Tax-Free
Money Fund; Alexander Hamilton Funds; American Leaders Fund,
Inc.; Annuity Management Series; Automated Cash Management
Trust; Automated Government Money Trust; BankSouth Select
Funds; BayFunds; The Biltmore Funds; The Biltmore Municipal
Funds; The Boulevard Funds; California Municipal Cash Trust;
Cambridge Series Trust; Cash Trust Series, Inc.; Cash Trust
Series II; DG Investor Series; Edward D. Jones & Co. Daily
Passport Cash Trust; FT Series, Inc.; 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 Intermediate Government
Trust; Federated Master Trust; Federated Municipal Trust;
Federated Short-Intermediate Government Trust; Federated
Short-Term U.S. Government Trust; Federated Stock Trust;
Federated Tax-Free Trust; Federated U.S. Government Bond Fund;
Financial Reserves Fund; 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; Insight Institutional Series, Inc.; Insurance
Management Series; Intermediate Municipal Trust; 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;
Mark Twain Funds; Marshall Funds, Inc.; Money Market
Management, Inc.; Money Market Obligations Trust; Money Market
Trust; The Monitor Funds; Municipal Securities Income Trust;
New York Municipal Cash Trust; 111 Corcoran Funds; The Planters
Funds; Portage Funds; RIMCO Monument Funds; The Shawmut Funds;
Short-Term Municipal Trust; Signet Select 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; Vision
Fiduciary Funds, Inc.; and Vision Group of Funds, Inc.
Federated Securities Corp. also acts as principal underwriter
for the following closed-end investment company: Liberty Term
Trust, Inc.- 1999.
1. Response is incorporated by reference to Registrants Post-Effective
Amendment No. 11 filed on Form N1A on July 26, 1991. (File Nos. 2-98237
and 811-4314).
(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, and
Asst. Treasurer, Federated
Securities Corp.
Edward C. Gonzales Director, Executive Vice Vice President and
Treasurer
Federated Investors Tower President, and Treasurer,
Pittsburgh, PA 15222-3779 Federated Securities
Corp.
John W. McGonigle Director, Executive Vice Vice President and
Federated Investors Tower President, and Assistant Secretary
Pittsburgh, PA 15222-3779 Secretary, Federated
Securities Corp.
John A. Staley, IV Executive Vice President Vice President
Federated Investors Tower and Assistant Secretary,
Pittsburgh, PA 15222-3779 Federated Securities Corp.
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
Pittsburgh, PA 15222-3779 Federated Securities Corp.
Mark W. Bloss 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
H. Joseph Kennedy 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
Timothy C. Pillion Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James R. Ball Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard W. Boyd Vice President, --
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
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
Joseph D. Gibbons Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
David C. Glabicki 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
William J. Kerns 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
Dennis M. Laffey Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Francis J. Matten, Jr. 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
J. Michael Miller Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
R. Jeffrey Niss 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
Solon A. Person, IV 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
Charles A. Robison 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
Thomas E. Territ 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
Richard B. Watts Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Philip C. Hetzel Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Ernest L. Linane Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
S. Elliott Cohan Secretary, Federated Assistant
Federated Investors Tower Securities Corp. Secretary
Pittsburgh, PA 15222-3779
(c) Not applicable.
Item 30. Location of Accounts and Records: (1.)
Item 31. Management Services: Not applicable.
Item 32. Undertakings:
Registrant hereby undertakes to comply with provisions of
Section 16(c) of 1940 Act with respect to the removal of Trustees
and the calling of special shareholder meetings by shareholders.
Registrant hereby undertakes to file a post-effective amendment on
behalf of Pennsylvania Intermediate Municipal Trust and Ohio
Intermediate Municipal Trust, portfolios of Intermdediate
Municipal Trust, using financial statements for Pennsylvania
Intermediate Municipal Trust and Ohio Intermediate Municipal
Trust, which need not be certified, within four to six months from
the date of Post-Effective Amendment No. 15.
Registrant hereby undertakes to file a post-effective amendment on
behalf of California Intermediate Municipal Trust, a portfolio of
Intermdediate Municipal Trust, using financial statements for
California Intermediate Municipal Trust, which need not be
certified, within four to six months from the date of this
Post-Effective Amendment No. 17.
Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered a copy of the Registrant's latest annual
report to shareholders, upon request and without charge.
1. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 6 on Form N-1A filed July 25, 1989 (File Nos. 2-98237 and
811-4314).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, INTERMEDIATE MUNICIPAL
TRUST, has duly caused this Amendment to its Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized,
all in the City of Pittsburgh and Commonwealth of Pennsylvania, on the
17th day of February, 1994.
INTERMEDIATE MUNICIPAL TRUST
BY: /s/G. Andrew Bonnewell
G. Andrew Bonnewell, Assistant Secretary
Attorney in Fact for John F. Donahue
February 17, 1994
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
G. Andrew Bonnewell Attorney In Fact February 17, 1994
ASSISTANT SECRETARY For the Persons
Listed Below
NAME TITLE
John F. Donahue* Chairman and Trustee
(Chief Executive Officer)
Glen R. Johnson* President
Edward C. Gonzales* Vice President and Treasurer
(Principal Financial and
Accounting Officer)
John T. Conroy, Jr.* Trustee
William J. Copeland* Trustee
James E. Dowd* Trustee
Lawrence D. Ellis, M.D.* Trustee
Edward L. Flaherty, Jr.* Trustee
Peter E. Madden* Trustee
Gregor F. Meyer* Trustee
Wesley W. Posvar* Trustee
Marjorie P. Smuts* Trustee
* By Power of Attorney
Exhibit (4)
CALIFORNIA INTERMEDIATE MUNICIPAL TRUST
Number
Shares
_____
_____
Account No. Alpha Code
See Reverse Side For
Certain Definitions
THIS IS TO CERTIFY THAT is
the owner of
CUSIP_(applied for)__
Fully Paid and Non-Assessable Shares of Beneficial Interest of CALIFORNIA
INTERMEDIATE MUNICIPAL TRUST hereafter called the Trust, transferable on the
books of the Trust by the owner in person or by duly authorized attorney
upon surrender of this certificate properly endorsed.
The shares represented hereby are issued and shall be held subject to
the provisions of the Declaration of Trust and By-Laws of the Trust and all
amendments thereto, all of which the holder by acceptance hereof assents.
This Certificate is not valid unless countersigned by the Transfer
Agent.
IN WITNESS WHEREOF, the Trust has caused this Certificate to be signed
in its name by its proper officers and to be sealed with its seal.
Dated: CALIFORNIA INTERMEDIATE MUNICIPAL
TRUST
Corporate Seal
1994
Massachusetts
/s/ Edward C. Gonzales
/s/ John F. Donahue
Treasurer
Chairman
Countersigned: Federated Services
Company / Pittsburgh
Transfer Agent
By:
Authorized Signature
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations;
TEN COM - as tenants in common UNIF GIFT MIN ACT-...Custodian...
TEN ENT - as tenants by the entireties (Cust) (Minors)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act.............................
in common (State)
Additional abbreviations may also be used though not in the above list.
For value received__________ hereby sell, assign, and transfer unto
Please insert social security or other
identifying number of assignee
(Please print or typewrite name and address, including zip code, of
assignee)
_____________________________________________________________________________
_____________________________________________________________________________
shares
of beneficial interest represented by the within Certificate, and do hereby
irrevocably constitute and appoint
_____________________________________________________________________________
to transfer the said shares on the books of the within named Trust with full
power of substitution in the premises.
Dated______________________
NOTICE:______________________________
The signature to this assignment must
correspond with the name as written upon
the face of the certificate in every
particular, without alteration or
enlargement or any change whatever.
All persons dealing with , a Massachusetts
business trust, must look solely to the Trust property for the enforcement
of any claim against the Trust, as the Trustees, officers, agents or
shareholders of the Trust assume no personal liability whatsoever for
obligations entered into on behalf of the Trust.
THIS SPACE MUST NOT BE COVERED IN ANY WAY
DOCUMENT DESCRIPTION - SPECIMEN STOCK CERTIFICATE
Page One
A. The Certificate is outlined by a one-half inch border.
B. The number in the upper left-hand corner and the number of shares in
the upper right-hand corner are outlined by octagonal boxes.
C. The cusip number in the middle right-hand area of the page is boxed.
D. The Massachusetts corporate seal appears in the bottom middle of the
page.
Page Two
The social security or other identifying number of the assignee
appears in a box in the top-third upper-left area of the page.
Exhibit (4)
OHIO INTERMEDIATE MUNICIPAL TRUST
Number
Shares
_____
_____
Account No. Alpha Code
See Reverse Side For
Certain Definitions
THIS IS TO CERTIFY THAT is
the owner of
CUSIP_(applied for)__
Fully Paid and Non-Assessable Shares of Beneficial Interest of OHIO
INTERMEDIATE MUNICIPAL TRUST hereafter called the Trust, transferable on the
books of the Trust by the owner in person or by duly authorized attorney
upon surrender of this certificate properly endorsed.
The shares represented hereby are issued and shall be held subject to
the provisions of the Declaration of Trust and By-Laws of the Trust and all
amendments thereto, all of which the holder by acceptance hereof assents.
This Certificate is not valid unless countersigned by the Transfer
Agent.
IN WITNESS WHEREOF, the Trust has caused this Certificate to be signed
in its name by its proper officers and to be sealed with its seal.
Dated: OHIO INTERMEDIATE MUNICIPAL TRUST
Corporate Seal
1993
Massachusetts
/s/ Edward C. Gonzales
/s/ John F. Donahue
Treasurer
Chairman
Countersigned: Federated Services
Company / Pittsburgh
Transfer Agent
By:
Authorized Signature
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations;
TEN COM - as tenants in common UNIF GIFT MIN ACT-...Custodian...
TEN ENT - as tenants by the entireties (Cust) (Minors)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act.............................
in common (State)
Additional abbreviations may also be used though not in the above list.
For value received__________ hereby sell, assign, and transfer unto
Please insert social security or other
identifying number of assignee
_____________________________________________________________________________
(Please print or typewrite name and address, including zip code, of
assignee)
_____________________________________________________________________________
_____________________________________________________________________________
shares
of beneficial interest represented by the within Certificate, and do hereby
irrevocably constitute and appoint
_____________________________________________________________________________
to transfer the said shares on the books of the within named Trust with full
power of substitution in the premises.
Dated______________________
NOTICE:______________________________
The signature to this assignment must
correspond with the name as written upon
the face of the certificate in every
particular, without alteration or
enlargement or any change whatever.
All persons dealing with , a Massachusetts
business trust, must look solely to the Trust property for the enforcement
of any claim against the Trust, as the Trustees, officers, agents or
shareholders of the Trust assume no personal liability whatsoever for
obligations entered into on behalf of the Trust.
THIS SPACE MUST NOT BE COVERED IN ANY WAY
DOCUMENT DESCRIPTION - SPECIMEN STOCK CERTIFICATE
Page One
A. The Certificate is outlined by a one-half inch border.
B. The number in the upper left-hand corner and the number of shares in
the upper right-hand corner are outlined by octagonal boxes.
C. The cusip number in the middle right-hand area of the page is boxed.
D. The Massachusetts corporate seal appears in the bottom middle of the
page.
Page Two
The social security or other identifying number of the assignee
appears in a box in the top-third upper-left area of the page.
Exhibit (4)
PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST
Number
Shares
_____
_____
Account No. Alpha Code
See Reverse Side For
Certain Definitions
THIS IS TO CERTIFY THAT is
the owner of
CUSIP_(applied for)__
Fully Paid and Non-Assessable Shares of Beneficial Interest of PENNSYLVANIA
INTERMEDIATE MUNICIPAL TRUST hereafter called the Trust, transferable on the
books of the Trust by the owner in person or by duly authorized attorney
upon surrender of this certificate properly endorsed.
The shares represented hereby are issued and shall be held subject to
the provisions of the Declaration of Trust and By-Laws of the Trust and all
amendments thereto, all of which the holder by acceptance hereof assents.
This Certificate is not valid unless countersigned by the Transfer
Agent.
IN WITNESS WHEREOF, the Trust has caused this Certificate to be signed
in its name by its proper officers and to be sealed with its seal.
Dated: PENNSYLVANIA INTERMEDIATE MUNICIPAL
TRUST
Corporate Seal
1993
Massachusetts
/s/ Edward C. Gonzales
/s/ John F. Donahue
Treasurer
Chairman
Countersigned: Federated Services
Company / Pittsburgh
Transfer Agent
By:
Authorized Signature
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations;
TEN COM - as tenants in common UNIF GIFT MIN ACT-...Custodian...
TEN ENT - as tenants by the entireties (Cust) (Minors)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act.............................
in common (State)
Additional abbreviations may also be used though not in the above list.
For value received__________ hereby sell, assign, and transfer unto
Please insert social security or other
identifying number of assignee
_____________________________________________________________________________
(Please print or typewrite name and address, including zip code, of
assignee)
_____________________________________________________________________________
_____________________________________________________________________________
______________________________________________________________________
shares
of beneficial interest represented by the within Certificate, and do hereby
irrevocably constitute and appoint
_____________________________________________________________________________
to transfer the said shares on the books of the within named Trust with full
power of substitution in the premises.
Dated______________________
NOTICE:______________________________
The signature to this assignment must
correspond with the name as written upon
the face of the certificate in every
particular, without alteration or
enlargement or any change whatever.
All persons dealing with , a Massachusetts
business trust, must look solely to the Trust property for the enforcement
of any claim against the Trust, as the Trustees, officers, agents or
shareholders of the Trust assume no personal liability whatsoever for
obligations entered into on behalf of the Trust.
THIS SPACE MUST NOT BE COVERED IN ANY WAY
DOCUMENT DESCRIPTION - SPECIMEN STOCK CERTIFICATE
Page One
A. The Certificate is outlined by a one-half inch border.
B. The number in the upper left-hand corner and the number of shares in
the upper right-hand corner are outlined by octagonal boxes.
C. The cusip number in the middle right-hand area of the page is boxed.
D. The Massachusetts corporate seal appears in the bottom middle of the
page.
Page Two
The social security or other identifying number of the assignee
appears in a box in the top-third upper-left area of the page.
Exhibit 15(i) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
INTERMEDIATE MUNICIPAL TRUST
RULE 12b-1 PLAN
This Plan ("Plan") is adopted as of this ____ day of ___________,
19__, by the Board of Trustees of INTERMEDIATE MUNICIPAL TRUST (the
"Trust"), a Massachusetts business trust with respect to certain
portfolios of the Trust (the "Funds") set forth in exhibits hereto.
1. This Plan is adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended ("Act"), so as to allow the
Trust to make payments as contemplated herein, in conjunction with the
distribution of Shares of the Funds ("Shares").
2. This Plan is designed to finance activities of Federated
Securities Corp. ("FSC") principally intended to result in the sale of
Shares to include: (a) providing incentives to financial institutions
("Institutions") to sell Shares; (b) advertising and marketing of Shares
to include preparing, printing and distributing prospectuses and sales
literature to prospective shareholders and with Institutions; and (c)
implementing and operating the Plan. In compensation for services
provided pursuant to this Plan, FSC will be paid a fee in respect of the
following Funds set forth on the applicable exhibit.
3. Any payment to FSC in accordance with this Plan will be made
pursuant to the "Distributor's Contract" entered into by the Trust and
FSC. Any payments made by FSC to Institutions with funds received as
compensation under this Plan will be made pursuant to the "Rule 12b-1
Agreement" entered into by FSC and the Institution.
4. FSC has the right (i) to select, in its sole discretion, the
Institutions to participate in the Plan and (ii) to terminate without
cause and in its sole discretion any Rule 12b-1 Agreement.
5. Quarterly in each year that this Plan remains in effect, FSC
shall prepare and furnish to the Board of Trustees of the Trust, and the
Board of Trustees shall review, a written report of the amounts expended
under the Plan and the purpose for which such expenditures were made.
6. This Plan shall become effective with respect to each Fund
(i) after approval by majority votes of: (a) the Trust's Board of
Trustees; (b) the members of the Board of the Trust who are not
interested persons of the Trust and have no direct or indirect financial
interest in the operation of the Trust's Plan or in any related
documents to the Plan ("Disinterested Trustees"), cast in person at a
meeting called for the purpose of voting on the Plan; and (c) the
outstanding voting securities of the particular Fund, as defined in
Section 2(a)(42) of the Act and (ii) upon execution of an exhibit
adopting this Plan with respect to such Fund.
7. This Plan shall remain in effect with respect to each Fund
presently set forth on an exhibit and any subsequent Funds added
pursuant to an exhibit during the initial year of this Plan for the
period of one year from the date set forth above and may be continued
thereafter if this Plan is approved with respect to each Fund at least
annually by a majority of the Trust's Board of Trustees and a majority
of the Disinterested Trustees, cast in person at a meeting called for
the purpose of voting on such Plan. If this Plan is adopted with
respect to a Fund after the first annual approval by the Trustees as
described above, this Plan will be effective as to that Fund upon
execution of the applicable exhibit pursuant to the provisions of
paragraph 6(ii) above and will continue in effect until the next annual
approval of this Plan by the Trustees and thereafter for successive
periods of one year subject to approval as described above.
8. All material amendments to this Plan must be approved by a
vote of the Board of Trustees of the Trust and of the Disinterested
Trustees, cast in person at a meeting called for the purpose of voting
on it.
9. This Plan may not be amended in order to increase materially
the costs which the Funds may bear for distribution pursuant to the Plan
without being approved by a majority vote of the outstanding voting
securities of the Classes as defined in Section 2(a)(42) of the Act.
10. This Plan may be terminated with respect to a particular
Fund at any time by: (a) a majority vote of the Disinterested Trustees;
or (b) a vote of a majority of the outstanding voting securities of the
particular Fund as defined in Section 2(a)(42) of the Act; or (c) by FSC
on 60 days' notice to the Trust.
11. While this Plan shall be in effect, the selection and
nomination of Disinterested Trustees of the Trust shall be committed to
the discretion of the Disinterested Trustees then in office.
12. All agreements with any person relating to the
implementation of this Plan shall be in writing and any agreement
related to this Plan shall be subject to termination, without penalty,
pursuant to the provisions of Paragraph 10 herein.
13. This Plan shall be construed in accordance with and governed
by the laws of the Commonwealth of Pennsylvania.
Exhibit 15(ii) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
EXHIBIT A
to the
Plan
INTERMEDIATE MUNICIPAL TRUST
Institutional Service Shares
This Plan is adopted by INTERMEDIATE MUNICIPAL TRUST with respect
to the Shares of the Fund of the Trust set forth above.
In compensation for the services provided pursuant to this Plan,
FSC will be paid a monthly fee computed at the annual rate of .25 of 1%
of the average aggregate net asset value of the Institutional Service
Shares of Intermediate Municipal Trust held during the month.
Witness the due execution hereof this 1st day of June, 1993.
INTERMEDIATE MUNICIPAL TRUST
By:
President
Exhibit 15(iii) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
EXHIBIT B
to the
Plan
INTERMEDIATE MUNICIPAL TRUST
California Intermediate Municipal Trust
This Plan is adopted by INTERMEDIATE MUNICIPAL TRUST with respect
to the Shares of the Fund of the Trust set forth above.
In compensation for the services provided pursuant to this Plan,
FSC will be paid a monthly fee computed at the annual rate of .25 of 1%
of the average aggregate net asset value of the Shares of California
Intermediate Municipal Trust held during the month.
Witness the due execution hereof this ____ day of ________, 19__.
INTERMEDIATE MUNICIPAL TRUST
By:
President
Exhibit 15(iv) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
INTERMEDIATE MUNICIPAL TRUST
RULE 12b-1 AGREEMENT
This Agreement is made between the Financial Institution executing
this Agreement ("Administrator") and Federated Securities Corp. ("FSC")
for the mutual funds (referred to individually as the "Fund" and
collectively as the "Funds") for which FSC serves as Distributor of
shares of beneficial interest or capital stock ("Shares") and which have
adopted a Rule 12b-1 Plan ("Plan") and approved this form of agreement
pursuant to Rule 12b-1 under the Investment Company Act of 1940. In
consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:
1. FSC hereby appoints Administrator to render or cause to be
rendered sales and administrative support services to the Funds and
their shareholders.
2. The services to be provided under Paragraph 1 may include, but
are not limited to, the following:
(a) communicating account openings through computer terminals
located on the Administrator's premises ("computer terminals"),
through a toll-free telephone number or otherwise;
(b) communicating account closings via the computer terminals,
through a toll-free telephone number or otherwise;
(c) entering purchase transactions through the computer
terminals, through a toll-free telephone number or otherwise;
(d) entering redemption transactions through the computer
terminals, through a toll-free telephone number or otherwise;
(e) electronically transferring and receiving funds for Fund
Share purchases and redemptions, and confirming and reconciling
all such transactions;
(f) reviewing the activity in Fund accounts;
(g) providing training and supervision of its personnel;
(h) maintaining and distributing current copies of prospectuses
and shareholder reports;
(i) advertising the availability of its services and products;
(j) providing assistance and review in designing materials to
send to customers and potential customers and developing methods
of making such materials accessible to customers and potential
customers; and
(k) responding to customers' and potential customers' questions
about the Funds.
The services listed above are illustrative. The Administrator is not
required to perform each service and may at any time perform either more
or fewer services than described above.
3. During the term of this Agreement, FSC will pay the
Administrator fees for each Fund as set forth in a written schedule
delivered to the Administrator pursuant to this Agreement. FSC's fee
schedule for Administrator may be changed by FSC sending a new fee
schedule to Administrator pursuant to Paragraph 12 of this Agreement.
For the payment period in which this Agreement becomes effective or
terminates, there shall be an appropriate proration of the fee on the
basis of the number of days that the Rule 12b-1 Agreement is in effect
during the quarter.
4. The Administrator will not perform or provide any duties which
would cause it to be a fiduciary under Section 4975 of the Internal
Revenue Code, as amended. For purposes of that Section, the
Administrator understands that any person who exercises any
discretionary authority or discretionary control with respect to any
individual retirement account or its assets, or who renders investment
advice for a fee, or has any authority or responsibility to do so, or
has any discretionary authority or discretionary responsibility in the
administration of such an account, is a fiduciary.
5. The Administrator understands that the Department of Labor views
ERISA as prohibiting fiduciaries of discretionary ERISA assets from
receiving administrative service fees or other compensation from funds
in which the fiduciary's discretionary ERISA assets are invested. To
date, the Department of Labor has not issued any exemptive order or
advisory opinion that would exempt fiduciaries from this interpretation.
Without specific authorization from the Department of Labor, fiduciaries
should carefully avoid investing discretionary assets in any fund
pursuant to an arrangement where the fiduciary is to be compensated by
the fund for such investment. Receipt of such compensation could
violate ERISA provisions against fiduciary self-dealing and conflict of
interest and could subject the fiduciary to substantial penalties.
6. The Administrator agrees not to solicit or cause to be solicited
directly, or indirectly at any time in the future, any proxies from the
shareholders of any or all of the Funds in opposition to proxies
solicited by management of the Fund or Funds, unless a court of
competent jurisdiction shall have determined that the conduct of a
majority of the Board of Directors or Trustees of the Fund or Funds
constitutes willful misfeasance, bad faith, gross negligence or reckless
disregard of their duties. This paragraph 6 will survive the term of
this Agreement.
7. With respect to each Fund, this Agreement shall continue in
effect for one year from the date of its execution, and thereafter for
successive periods of one year if the form of this Agreement is approved
at least annually by the Directors or Trustees of the Fund, including a
majority of the members of the Board of Directors or Trustees of the
Fund who are not interested persons of the Fund and have no direct or
indirect financial interest in the operation of the Fund's Plan or in
any related documents to the Plan ("Disinterested Directors or
Trustees") cast in person at a meeting called for that purpose.
8. Notwithstanding paragraph 7, this Agreement may be terminated as
follows:
(a) at any time, without the payment of any penalty, by the
vote of a majority of the Disinterested Directors or Trustees of
the Fund or by a vote of a majority of the outstanding voting
securities of the Fund as defined in the Investment Company Act
of 1940 on not more than sixty (60) days' written notice to the
parties to this Agreement;
(b) automatically in the event of the Agreement's assignment as
defined in the Investment Company Act of 1940 or upon the
termination of the "Administrative Support and Distributor's
Contract" or "Distributor's Contract" between the Fund and FSC;
and
(c) by either party to the Agreement without cause by giving
the other party at least sixty (60) days' written notice of its
intention to terminate.
9. The termination of this Agreement with respect to any one Fund
will not cause the Agreement's termination with respect to any other
Fund.
10. The Administrator agrees to obtain any taxpayer identification
number certification from its customers required under Section 3406 of
the Internal Revenue Code, and any applicable Treasury regulations, and
to provide FSC or its designee with timely written notice of any failure
to obtain such taxpayer identification number certification in order to
enable the implementation of any required backup withholding.
11. This Agreement supersedes any prior service agreements between
the parties for the Funds.
12. This Agreement may be amended by FSC from time to time by the
following procedure. FSC will mail a copy of the amendment to the
Administrator's address, as shown below. If the Administrator does not
object to the amendment within thirty (30) days after its receipt, the
amendment will become part of the Agreement. The Administrator's
objection must be in writing and be received by FSC within such thirty
days.
13. This Agreement shall be construed in accordance with the Laws of the
Commonwealth of Pennsylvania.
__________________________________
[Administrator]
_________________________________
Address
_________________________________
City State Zip Code
Dated:_______________________ By:______________________________
Authorized Signature
__________________________________
Title
__________________________________
Print Name of Authorized
Signature
FEDERATED SECURITIES CORP.
Federated Investors Tower
Pittsburgh, Pennsylvania
15222-3779
By:
Richard B. Fisher,
President
Exhibit 15(v) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
INTERMEDIATE MUNICIPAL TRUST
EXHIBIT A to 12b-1 Agreement with
Federated Securities Corp. ("FSC")
Portfolios
FSC will pay Administrator fees for the following portfolios (the
"Funds") effective as of the dates set forth below:
Name Date
Intermediate Municipal Trust
Institutional Service Shares June 1, 1993
Administrative Fees
1. During the term of this Agreement, FSC will pay Administrator
a quarterly fee in respect of each Fund. This fee will be computed at
the annual rate of .25% of the average net asset value of Shares held
during the quarter in accounts for which the Administrator provides
services under this Agreement, so long as the average net asset value of
Shares in each Fund during the quarter equals or exceeds such minimum
amount as FSC shall from time to time determine and communicate in
writing to the Administrator.
2. For the quarterly period in which the Agreement becomes
effective or terminates, there shall be an appropriate proration of any
fee payable on the basis of the number of days that the Agreement is in
effect during the quarter.
Exhibit 15(vi) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
INTERMEDIATE MUNICIPAL TRUST
EXHIBIT B to 12b-1 Agreement with
Federated Securities Corp. ("FSC")
Portfolios
FSC will pay Administrator fees for the following portfolios (the
"Funds") effective as of the dates set forth below:
Name Date
California Intermediate Municipal Trust [effective
dates]
Administrative Fees
1. During the term of this Agreement, FSC will pay Administrator
a quarterly fee in respect of each Fund. This fee will be computed at
the annual rate of .25% of the average net asset value of Shares held
during the quarter in accounts for which the Administrator provides
services under this Agreement, so long as the average net asset value of
Shares in each Fund during the quarter equals or exceeds such minimum
amount as FSC shall from time to time determine and communicate in
writing to the Administrator.
2. For the quarterly period in which the Agreement becomes
effective or terminates, there shall be an appropriate proration of any
fee payable on the basis of the number of days that the Agreement is in
effect during the quarter.
Exhibit 5(ii)(b) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
EXHIBIT B
to the
Investment Advisory Contract
California Intermediate Municipal Trust
For all services rendered by Adviser hereunder, the above-named
Fund(s) of the Trust shall pay to Adviser and Adviser agrees to accept
as full compensation for all services rendered hereunder, an annual
investment advisory fee equal to .50 of 1% of the average daily net
assets of the Fund(s).
The portion of the fee based upon the average daily net assets of
the Fund(s) shall be accrued daily at the rate of 1/365th of .50 of 1%
applied to the daily net assets of the Fund(s).
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this __th day of ___________,
19__.
Attest: FEDERATED MANAGEMENT
_________________________________ By:
________________________________
_
Secretary
Executive Vice President
Attest: INTERMEDIATE MUNICIPAL TRUST
_________________________________
By:______________________________
___
Assistant Secretary
Vice President
Exhibit 6(ii) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
Exhibit A
to the
Distributor's Contract
INTERMEDIATE MUNICIPAL TRUST
Institutional Service Shares
The following provisions are hereby incorporated and made part of
the Distributor's Contract dated the 1st day of August, 1989, between
INTERMEDIATE MUNICIPAL TRUST and Federated Securities Corp. with respect
to Classes of the Funds set forth above.
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the above-listed
Classes ("Shares"). Pursuant to this appointment, FSC is authorized to
select a group of brokers ("Brokers") to sell Shares at the current
offering price thereof as described and set forth in the respective
prospectuses of the Trust, and to render administrative support services
to the Trust and its shareholders. In addition, FSC is authorized to
select a group of administrators ("Administrators") to render
administrative support services to the Trust and its shareholders.
2. Administrative support services may include, but are not
limited to, the following functions: 1) account openings: the Broker
or Administrator communicates account openings via computer terminals
located on the Broker's or Administrator's premises; 2) account
closings: the Broker or Administrator communicates account closings via
computer terminals; 3) enter purchase transactions: purchase
transactions are entered through the Broker's or Administrator's own
personal computer or through the use of a toll-free telephone number; 4)
enter redemption transactions: Broker or Administrator enters
redemption transactions in the same manner as purchases; 5) account
maintenance: Broker or Administrator provides or arranges to provide
accounting support for all transactions. Broker or Administrator also
wires funds and receives funds for Trust share purchases and
redemptions, confirms and reconciles all transactions, reviews the
activity in the Trust's accounts, and provides training and supervision
of its personnel; 6) interest posting: Broker or Administrator posts
and reinvests dividends to the Trust's accounts; 7) prospectus and
shareholder reports: Broker or Administrator maintains and distributes
current copies of prospectuses and shareholder reports; 8)
advertisements: the Broker or Administrator continuously advertises the
availability of its services and products; 9) customer lists: the
Broker or Administrator continuously provides names of potential
customers; 10) design services: the Broker or Administrator
continuously designs material to send to customers and develops methods
of making such materials accessible to customers; and 11) consultation
services: the Broker or Administrator continuously provides information
about the product needs of customers.
3. During the term of this Agreement, the Trust will pay FSC
for services pursuant to this Agreement, a monthly fee computed at the
annual rate of 0.25 of the average aggregate net asset value of the
Institutional Service Shares of the INTERMEDIATE MUNICIPAL TRUST held
during the month. For the month in which this Agreement becomes
effective or terminates, there shall be an appropriate proration of any
fee payable on the basis of the number of days that the Agreement is in
effect during the month.
4. FSC may from time-to-time and for such periods as it deems
appropriate reduce its compensation to the extent any Classes' expenses
exceed such lower expense limitation as FSC may, by notice to the Trust,
voluntarily declare to be effective.
5. FSC will enter into separate written agreements with
various firms to provide certain of the services set forth in Paragraph
1 herein. FSC, in its sole discretion, may pay Brokers and
Administrators a periodic fee in respect of Shares owned from time to
time by their clients or customers. The schedules of such fees and the
basis upon which such fees will be paid shall be determined from time to
time by FSC in its sole discretion.
6. FSC will prepare reports to the Board of Trustees of the
Trust on a quarterly basis showing amounts expended hereunder including
amounts paid to Brokers and Administrators and the purpose for such
payments.
In consideration of the mutual covenants set forth in the
Distributor's Contract dated June 1, 1993 between INTERMEDIATE
MUNICIPAL TRUST and Federated Securities Corp., INTERMEDIATE MUNICIPAL
TRUST executes and delivers this Exhibit on behalf of the Funds, and
with respect to the separate Classes of Shares thereof, first set forth
in this Exhibit.
Witness the due execution hereof this 1st day of June, 1993.
ATTEST: INTERMEDIATE MUNICIPAL TRUST
By:
Secretary President
(SEAL)
ATTEST: FEDERATED SECURITIES CORP.
By:
Secretary Executive Vice President
(SEAL)
Exhibit 6(iii) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
Exhibit B
to the
Distributor's Contract
INTERMEDIATE MUNICIPAL TRUST
Institutional Shares
In consideration of the mutual covenants set forth in the
Distributor's Contract dated August 1, 1989 between INTERMEDIATE
MUNICIPAL TRUST and Federated Securities Corp., INTERMEDIATE MUNICIPAL
TRUST executes and delivers this Exhibit on behalf of the Funds, and
with respect to the separate Classes of Shares thereof, first set forth
in this Exhibit.
Witness the due execution hereof this 1st day of June, 1993.
ATTEST: INTERMEDIATE MUNICIPAL TRUST
By:
Secretary
President
(SEAL)
ATTEST: FEDERATED SECURITIES CORP.
By:
Secretary
President
(SEAL)
Exhibit 6(iv) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
Exhibit C
to the
Distributor's Contract
INTERMEDIATE MUNICIPAL TRUST
Ohio Intermediate Municipal Trust
In consideration of the mutual covenants set forth in the
Distributor's Contract dated August 1, 1989 between INTERMEDIATE
MUNICIPAL TRUST and Federated Securities Corp., INTERMEDIATE MUNICIPAL
TRUST executes and delivers this Exhibit on behalf of the Funds, and
with respect to the separate Classes of Shares thereof, first set forth
in this Exhibit.
Witness the due execution hereof this 1st day of September, 1993.
ATTEST: INTERMEDIATE MUNICIPAL TRUST
By:
Secretary
President
(SEAL)
ATTEST: FEDERATED SECURITIES CORP.
By:
Secretary
President
(SEAL)
Exhibit 6(v) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
Exhibit D
to the
Distributor's Contract
INTERMEDIATE MUNICIPAL TRUST
Pennsylvania Intermediate Municipal Trust
In consideration of the mutual covenants set forth in the
Distributor's Contract dated August 1, 1989 between INTERMEDIATE
MUNICIPAL TRUST and Federated Securities Corp., INTERMEDIATE MUNICIPAL
TRUST executes and delivers this Exhibit on behalf of the Funds, and
with respect to the separate Classes of Shares thereof, first set forth
in this Exhibit.
Witness the due execution hereof this 1st day of September, 1993.
ATTEST: INTERMEDIATE MUNICIPAL TRUST
By:
Secretary
President
(SEAL)
ATTEST: FEDERATED SECURITIES CORP.
By:
Secretary
President
(SEAL)
Exhibit 6(vi) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
Exhibit E
to the
Distributor's Contract
INTERMEDIATE MUNICIPAL TRUST
California Intermediate Municipal Trust
The following provisions are hereby incorporated and made part of
the Distributor's Contract dated the 1st day of August, 1989, between
INTERMEDIATE MUNICIPAL TRUST and Federated Securities Corp. with respect
to Classes of the Funds set forth above.
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the above-listed
Classes ("Shares"). Pursuant to this appointment, FSC is authorized to
select a group of brokers ("Brokers") to sell Shares at the current
offering price thereof as described and set forth in the respective
prospectuses of the Trust, and to render administrative support services
to the Trust and its shareholders. In addition, FSC is authorized to
select a group of administrators ("Administrators") to render
administrative support services to the Trust and its shareholders.
2. Administrative support services may include, but are not
limited to, the following functions: 1) account openings: the Broker
or Administrator communicates account openings via computer terminals
located on the Broker's or Administrator's premises; 2) account
closings: the Broker or Administrator communicates account closings via
computer terminals; 3) enter purchase transactions: purchase
transactions are entered through the Broker's or Administrator's own
personal computer or through the use of a toll-free telephone number; 4)
enter redemption transactions: Broker or Administrator enters
redemption transactions in the same manner as purchases; 5) account
maintenance: Broker or Administrator provides or arranges to provide
accounting support for all transactions. Broker or Administrator also
wires funds and receives funds for Trust share purchases and
redemptions, confirms and reconciles all transactions, reviews the
activity in the Trust's accounts, and provides training and supervision
of its personnel; 6) interest posting: Broker or Administrator posts
and reinvests dividends to the Trust's accounts; 7) prospectus and
shareholder reports: Broker or Administrator maintains and distributes
current copies of prospectuses and shareholder reports; 8)
advertisements: the Broker or Administrator continuously advertises the
availability of its services and products; 9) customer lists: the
Broker or Administrator continuously provides names of potential
customers; 10) design services: the Broker or Administrator
continuously designs material to send to customers and develops methods
of making such materials accessible to customers; and 11) consultation
services: the Broker or Administrator continuously provides information
about the product needs of customers.
3. During the term of this Agreement, the Trust will pay FSC
for services pursuant to this Agreement, a monthly fee computed at the
annual rate of 0.25 of the average aggregate net asset value of the
shares of the California Intermediate Municipal Trust held during the
month. For the month in which this Agreement becomes effective or
terminates, there shall be an appropriate proration of any fee payable
on the basis of the number of days that the Agreement is in effect
during the month.
4. FSC may from time-to-time and for such periods as it deems
appropriate reduce its compensation to the extent any Classes' expenses
exceed such lower expense limitation as FSC may, by notice to the Trust,
voluntarily declare to be effective.
5. FSC will enter into separate written agreements with
various firms to provide certain of the services set forth in Paragraph
1 herein. FSC, in its sole discretion, may pay Brokers and
Administrators a periodic fee in respect of Shares owned from time to
time by their clients or customers. The schedules of such fees and the
basis upon which such fees will be paid shall be determined from time to
time by FSC in its sole discretion.
6. FSC will prepare reports to the Board of Trustees of the
Trust on a quarterly basis showing amounts expended hereunder including
amounts paid to Brokers and Administrators and the purpose for such
payments.
In consideration of the mutual covenants set forth in the
Distributor's Contract dated ___________, 19__ between INTERMEDIATE
MUNICIPAL TRUST and Federated Securities Corp., INTERMEDIATE MUNICIPAL
TRUST executes and delivers this Exhibit on behalf of the Funds, and
with respect to the separate Classes of Shares thereof, first set forth
in this Exhibit.
Witness the due execution hereof this day of , 19 .
ATTEST: INTERMEDIATE MUNICIPAL TRUST
By:
Secretary President
(SEAL)
ATTEST: FEDERATED SECURITIES CORP.
By:
Secretary Executive Vice President
(SEAL)
Exhibit 9(iii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
INTERMEDIATE MUNICIPAL TRUST
SHAREHOLDER SERVICES AGREEMENT
This Agreement is made between the Financial Institution executing
this Agreement ("Provider") and Federated Administrative Services, Inc.
("FAS") on behalf of the investment companies listed in Exhibit A hereto
(the "Funds"), for whom FAS administers Shareholder Services Plans
("Plans") and who have approved this form of Agreement. In
consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:
1. FAS hereby appoints Provider to render or cause to be
rendered personal services to shareholders of the Funds and/or the
maintenance of accounts of shareholders of the Funds ("Services").
Provider agrees to provide Services which, in its best judgment, are
necessary or desirable for its customers who are investors in the Funds.
Provider further agrees to provide FAS, upon request, a written
description of the Services which Provider is providing hereunder.
2. During the term of this Agreement, the Funds will pay the
Provider fees as set forth in a written schedule delivered to the
Provider pursuant to this Agreement. The fee schedule for Provider may
be changed by FAS sending a new fee schedule to Provider pursuant to
Paragraph 9 of this Agreement. For the payment period in which this
Agreement becomes effective or terminates, there shall be an appropriate
proration of the fee on the basis of the number of days that this
Agreement is in effect during the quarter. To enable the Fund to comply
with an applicable exemptive order, Provider represents that the fees
received pursuant to this Agreement will be disclosed to its customers,
will be authorized by its customers, and will not result in an excessive
fee to the Provider.
3. The Provider understands that the Department of Labor views
ERISA as prohibiting fiduciaries of discretionary ERISA assets from
receiving shareholder service fees or other compensation from funds in
which the fiduciary's discretionary ERISA assets are invested. To date,
the Department of Labor has not issued any exemptive order or advisory
opinion that would exempt fiduciaries from this interpretation. Without
specific authorization from the Department of Labor, fiduciaries should
carefully avoid investing discretionary assets in any fund pursuant to
an arrangement where the fiduciary is to be compensated by the fund for
such investment. Receipt of such compensation could violate ERISA
provisions against fiduciary self-dealing and conflict of interest and
could subject the fiduciary to substantial penalties.
4. The Provider agrees not to solicit or cause to be solicited
directly, or indirectly at any time in the future, any proxies from the
shareholders of a Fund in opposition to proxies solicited by management
of the Fund, unless a court of competent jurisdiction shall have
determined that the conduct of a majority of the Board of Trustees or
Directors of the Fund constitutes willful misfeasance, bad faith, gross
negligence or reckless disregard of their duties. This paragraph 4 will
survive the term of this Agreement.
5. This Agreement shall continue in effect for one year from
the date of its execution, and thereafter for successive periods of one
year if the form of this Agreement is approved at least annually by the
Board of each Fund, including a majority of the members of the Board of
the Fund who are not interested persons of the Fund and have no direct
or indirect financial interest in the operation of the Fund's Plan or in
any related documents to the Plan ("Disinterested Board Members") cast
in person at a meeting called for that purpose.
6. Notwithstanding paragraph 5, this Agreement may be
terminated as follows:
(a) at any time, without the payment of any penalty, by
the vote of a majority of the Disinterested Board Members of the
Fund or by a vote of a majority of the outstanding voting
securities of the Fund as defined in the Investment Company Act
of 1940 on not more than sixty (60) days' written notice to the
parties to this Agreement;
(b) automatically in the event of the Agreement's
assignment as defined in the Investment Company Act of 1940; and
(c) by either party to the Agreement without cause by
giving the other party at least sixty (60) days' written notice
of its intention to terminate.
7. The Provider agrees to obtain any taxpayer identification
number certification from its customers required under Section 3406 of
the Internal Revenue Code, and any applicable Treasury regulations, and
to provide the Fund or its designee with timely written notice of any
failure to obtain such taxpayer identification number certification in
order to enable the implementation of any required backup withholding.
8. This Agreement supersedes any prior service agreements
between the parties for the Fund.
9. This Agreement may be amended by FAS from time to time by
the following procedure. FAS will mail a copy of the amendment to the
Provider's address, as shown below. If the Provider does not object to
the amendment within thirty (30) days after its receipt, the amendment
will become part of the Agreement. The Provider's objection must be in
writing and be received by FAS within such thirty days.
10. The Provider acknowledges and agrees that FAS has entered
into this Agreement solely in the capacity of agent for the Funds and
administrator of the Plans. The Provider agrees not to claim that FAS
is liable for any responsibilities or amounts due by the Funds
hereunder.
11. This Agreement shall be construed in accordance with the
Laws of the Commonwealth of Pennsylvania.
______________________________
[Provider]
_________________________________
Address
_________________________________
City State Zip Code
Dated:_______________________ By:______________________________
Authorized Signature
__________________________________
Title
__________________________________
Print Name of Authorized Signature
FEDERATED ADMINISTRATIVE
SERVICES, INC.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
By:_________________________________
Vice
President
Exhibit 9(iv) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
EXHIBIT A to Shareholder Services Agreement with
INTERMEDIATE MUNICIPAL TRUST
Funds covered by this Agreement:
California Intermediate Municipal Trust
Shareholder Service Fees
1. During the term of this Agreement, the Funds will pay
Provider a quarterly fee. This fee will be computed at the annual rate
of .25% of the average net asset value of shares of the Funds held
during the quarter in accounts for which the Provider provides Services
under this Agreement, so long as the average net asset value of Shares
in the Funds during the quarter equals or exceeds such minimum amount as
the Funds shall from time to time determine and communicate in writing
to the Provider.
2. For the quarterly period in which the Shareholder Services
Agreement becomes effective or terminates, there shall be an appropriate
proration of any fee payable on the basis of the number of days that the
Agreement is in effect during the quarter.
Exhibit 9(i) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
INTERMEDIATE MUNICIPAL TRUST
SHAREHOLDER SERVICES PLAN
This Shareholder Services Plan ("Plan") is adopted as of this __
day of _________, 19__, by the Board of Trustees of INTERMEDIATE
MUNICIPAL TRUST (the "Fund"), a Massachusetts business trust with
respect to certain classes of shares ("Classes") of the portfolios of
the Trust ("the Portfolios") set forth in exhibits hereto.
1. This Plan is adopted to allow the Fund to make payments as
contemplated herein to obtain certain personal services for shareholders
and/or the maintenance of shareholder accounts ("Services").
2. This Plan is designed to compensate broker/dealers and other
participating financial institutions and other persons ("Providers") for
providing services to the Fund and its shareholders. The Plan will be
administered by Federated Administrative Services, Inc. ("FAS"). In
compensation for the services provided pursuant to this Plan, Providers
will be paid a monthly fee computed at the annual rate not to exceed .25
of 1% of the average aggregate net asset value of the shares of the Fund
held during the month.
3. Any payments made by the Portfolios to any Provider pursuant
to this Plan will be made pursuant to the "Shareholder Services
Agreement" entered into by FAS on behalf of the Fund and the Provider.
Providers which have previously entered into "Administrative Agreements"
or "Rule 12b-1 Agreements" with Federated Securities Corp. may be
compensated under this Plan for Services performed pursuant to those
Agreements until the Providers have executed a "Shareholder Services
Agreement" hereunder.
4. The Fund has the right (i) to select, in its sole
discretion, the Providers to participate in the Plan and (ii) to
terminate without cause and in its sole discretion any Shareholder
Services Agreement.
5. Quarterly in each year that this Plan remains in effect, FAS
shall prepare and furnish to the Board of Trustees of the Fund, and the
Board of Trustees shall review, a written report of the amounts expended
under the Plan.
6. This Plan shall become effective (i) after approval by
majority votes of: (a) the Fund's Board of Trustees; and (b) the
members of the Board of the Trust who are not interested persons of the
Trust and have no direct or indirect financial interest in the operation
of the Trust's Plan or in any related documents to the Plan
("Disinterested Trustees), cast in person at a meeting called for the
purpose of voting on the Plan; and (ii) upon execution of an exhibit
adopting this Plan.
7. This Plan shall remain in effect with respect to each Class
presently set forth on an exhibit and any subsequent Classes added
pursuant to an exhibit during the initial year of this Plan for the
period of one year from the date set forth above and may be continued
thereafter if this Plan is approved with respect to each Class at least
annually by a majority of the Trust's Board of Trustees and a majority
of the Disinterested Trustees, cast in person at a meeting called for
the purpose of voting on such Plan. If this Plan is adopted with
respect to a class after the first annual approval by the Trustees as
described above, this Plan will be effective as to that Class upon
execution of the applicable exhibit pursuant to the provisions of
paragraph 6(ii) above and will continue in effect until the next annual
approval of this Plan by the Trustees and thereafter for successive
periods of one year subject to approval as described above.
8. All material amendments to this Plan must be approved by a
vote of the Board of Trustees of the Fund and of the Disinterested
Trustees, cast in person at a meeting called for the purpose of voting
on it.
9. This Plan may be terminated at any time by: (a) a majority
vote of the Disinterested Trustees; or (b) a vote of a majority of the
outstanding voting securities of the Fund as defined in Section 2(a)(42)
of the Act.
10. While this Plan shall be in effect, the selection and
nomination of Disinterested Trustees of the Fund shall be committed to
the discretion of the Disinterested Trustees then in office.
11. All agreements with any person relating to the
implementation of this Plan shall be in writing and any agreement
related to this Plan shall be subject to termination, without penalty,
pursuant to the provisions of Paragraph 9 herein.
12. This Plan shall be construed in accordance with and governed
by the laws of the Commonwealth of Pennsylvania.
Witness the due execution hereof this _______________________.
INTERMEDIATE MUNICIPAL TRUST
By:
President
Exhibit 9(ii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
EXHIBIT A
to the
Plan
INTERMEDIATE MUNICIPAL TRUST
California Municipal Trust
This Plan is adopted by INTERMEDIATE MUNICIPAL TRUST with respect
to the Class of Shares of the Fund of the Trust set forth above.
In compensation for the services provided pursuant to this Plan,
Providers will be paid a monthly fee computed at the annual rate of .25
of 1% of the average aggregate net asset value of the Shares of
California Intermediate Municipal Trust held during the month.
Witness the due execution hereof this ____ day of ________, 19__.
INTERMEDIATE MUNICIPAL TRUST
By:
President
AMENDED AND RESTATED
DECLARATION OF TRUST
INTERMEDIATE MUNICIPAL TRUST
(Formerly, Federated Intermediate Municipal Trust)
TABLE OF CONTENTS
Page
ARTICLE I. NAMES AND DEFINITIONS ............................. 1
Section 1. Name .......................................... 1
Section 2. Definitions ................................... 1
ARTICLE II. PURPOSE OF TRUST .................................. 2
ARTICLE III. BENEFICIAL INTEREST................................ 2
Section 1. Shares of Beneficial Interest ................. 2
Section 2. Ownership of Shares ........................... 3
Section 3. Investment in the Trust ....................... 3
Section 4. No Pre-emptive Rights ......................... 3
Section 5. Establishment and Designation of Series
or Class ................................... 3
ARTICLE IV. THE TRUSTEES ...................................... 5
Section 1. Management of the Trust ....................... 5
Section 2. Election of Trustees at Meeting of
Shareholders ............................... 5
Section 3. Term of Office of Trustees .................... 5
Section 4. Termination of Service and Appointment
of Trustees ................................ 6
Section 5. Temporary Absence of Trustee................... 6
Section 6. Number of Trustees ............................ 6
Section 7. Effect of Death, Resignation, etc. of a
Trustee .................................... 7
Section 8. Ownership of Assets ........................... 7
ARTICLE V. POWERS OF THE TRUSTEES ............................ 7
Section 1. Powers ........................................ 7
Section 2. Principal Transactions ........................ 9
Section 3. Trustees and Officers as Shareholders.......... 10
Section 4. Parties to Contract ........................... 10
-i-
Page
ARTICLE VI. TRUSTEES' EXPENSES AND COMPENSATION ............... 10
Section 1. Trustee Reimbursement ........................ 10
Section 2. Trustee Compensation ......................... 11
ARTICLE VII. INVESTMENT ADVISER, ADMINISTRATIVE SERVICES,
PRINCIPAL UNDERWRITER AND
TRANSFER AGENT ......................... 11
Section 1. Investment Adviser ........................... 11
Section 2. Administrative Services ...................... 12
Section 3. Principal Underwriter ........................ 12
Section 4. Transfer Agent ............................... 12
Section 5. Provisions and Amendments..................... 12
ARTICLE VIII. SHAREHOLDERS' VOTING POWERS AND MEETINGS .......... 13
Section 1. Voting Powers ................................ 13
Section 2. Meetings ..................................... 13
Section 3. Quorum and Required Vote ..................... 13
Section 4. Additional Provisions ........................ 14
ARTICLE IX. CUSTODIAN ......................................... 14
Section 1. Appointment and Duties........................ 14
Section 2. Central Certificate System.................... 14
ARTICLE X. DISTRIBUTIONS AND REDEMPTIONS ..................... 15
Section 1. Distributions ................................ 15
Section 2. Redemptions and Repurchases .................. 16
Section 3. Determination of Accumulated
Net Income.................................. 16
Section 4. Net Asset Value of Shares .................... 17
Section 5. Suspension of the Right of Redemption......... 17
Section 6. Trust's Right to Redeem Shares ............... 17
ARTICLE XI. LIMITATION OF LIABILITY AND INDEMNIFICATION ....... 18
Section 1. Limitation of Personal Liability and
Indemnification of Shareholders ............ 18
Section 2. Limitation of Personal Liability of
Trustees, Officers, Employees or
Agents of the Trust ........................ 18
Section 3. Express Exculpatory Clauses and
Instruments ................................ 19
Section 4. Indemnification of Trustees,
Officers, Employees and Agents.............. 19
-ii-
Page
ARTICLE XII. MISCELLANEOUS...................................... 20
Section 1. Trust is not a Partnership ................... 20
Section 2. Trustee Action Binding, Expert Advice,
No Bond or Surety .......................... 20
Section 3. Establishment of Record Dates ................ 20
Section 4. Termination of Trust ......................... 21
Section 5. Offices of the Trust, Filing of Copies,
Headings, Counterparts ..................... 22
Section 6. Applicable Law ............................... 22
Section 7. Amendments -- General ........................ 22
Section 8. Amendments -- Series and Classes.............. 23
Section 9. Use of Name .................................. 24
-iii-
AMENDED AND RESTATED
DECLARATION OF TRUST
INTERMEDIATE MUNICIPAL TRUST
(Formerly, Federated Intermediate Municipal Trust)
Dated: September 1, 1993
AMENDED AND RESTATED DECLARATION OF TRUST made September 1, 1993, by John
F. Donahue, William J. Copeland, James E. Dowd, Lawrence D. Ellis, M.D.,
Edward L. Flaherty, Jr., Glen R. Johnson, Marjorie P. Smuts, Gregor F. Meyer,
Wesley W. Posvar, Peter E. Madden, John T. Conroy, Jr.
WHEREAS, pursuant to a Declaration of Trust dated May 31, 1985, the
Trustees established a trust fund named Federated Intermediate Municipal
Trust;
WHEREAS, pursuant to an amendment to the Declaration of Trust dated
October 3, 1985, the Trustees amended Section 4 of Article XI of the Trust,
entitled "Indemnification of Trustees, Officers, Employees and Agents;" and
WHEREAS, the Trustees now desire to amend and restate the Declaration of
Trust to among other things (a) allow the Trust to establish and designate
series and classes of shares; (b) allow Shareholders to approve any proposed
sale and conveyance of the Trust's assets to another open-end management
investment company by majority vote; (c) change the name of the Trust to
"Intermediate Municipal Trust;" and (d) establish the Trust's current
portfolio as a Series Company named "Intermediate Municipal Trust."
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 Intermediate Municipal Trust.
Section 2. Definitions.
Wherever used herein, unless otherwise required by the context or
specifically provided:
(a) The terms "Affiliated Person," "Assignment," "Commission,"
"Interested Person," "Majority Shareholder Vote" (the 67% or 50%
requirement of Section 2(a)(42) of the 1940 Act, whichever may be
applicable) and "Principal Underwriter" shall have the meanings given
them in the 1940 Act, as amended from time to time;
(b) The "Trust" refers to the Intermediate Municipal Trust.
(c) "Accumulated Net Income" means the accumulated net income of the
Trust determined in the manner provided or authorized in Article X,
Section 3.
(d) "Class" refers to a class of Shares established and designated
under or in accordance with the provisions of Article III;
(e) "Series" refers to a series of Shares established and designated
under or in accordance with the provisions of Article III;
(f) "Series Company" refers to the form of a registered open-end
investment company described in Section 18(f)(2) of the 1940 Act or in
any successor statutory provision;
(g) "Shareholder" means a record owner of Shares of any Series or
Class;
(h) 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;
(i) "Shares" means the equal proportionate units of interest into
which the beneficial interest in the Trust shall be divided from time to
time, or if more than one Series or Class of Shares is authorized by
the Trustees, the equal proportionate units into which each Series or
Class of Shares shall be divided from time to time and includes fractions
of Shares as well as whole Shares; and
(j) The "1940 Act" refers to the Investment Company Act of 1940, and
the Rules and Regulations thereunder, (including any exemptions granted
thereunder) as amended from time to time.
ARTICLE II
PURPOSE OF TRUST
The purpose of this Trust is to provide investors a continuous source of
managed investments by investing 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. Subject to the provisions
of Section 5 of this Article III, each Share shall have voting rights as
provided in Article VIII hereof, and holders of the Shares of any Series
shall be entitled to receive dividends, when and as declared with respect
thereto in the manner provided in Article X, Section 1 hereof. The
Shares of any Series may be issued in two or more Classes, as the
Trustees may authorize pursuant to Article XII, Section 8 hereof. Unless
the Trustees have authorized the issuance of Shares of a Series in two or
more Classes, each Share of a Series shall represent an equal
proportionate interest in the assets and liabilities of the Series with
each other Share of the same Series, none having priority or preference
over another. If the Trustees have authorized the issuance of Shares of
a Series in two or more Classes, then the Classes may have such
variations as to dividend, redemption, and voting rights, net asset
values, expenses borne by the Classes, and other matters as the Trustees
have authorized provided that each Share of a Class shall represent an
equal proportionate interest in the assets and liabilities of the Class
with each other Share of the same Class, none having priority or
preference over another. The number of Shares authorized shall be
unlimited. The Trustees may from time to time divide or combine the
Shares of any Series or Class into a greater or lesser number without
thereby changing the proportionate beneficial interests in the Series or
Class.
Section 2. Ownership of Shares.
The ownership of Shares shall be recorded in the books of the Trust
or a transfer agent which books shall be maintained separately for the
Shares of each Series or Class. 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 Shareholders of each Series or
Class and as to the number of Shares of each Series or Class held from
time to time by each.
Section 3. Investment in the Trust.
The Trustees shall accept investments in the Trust from such persons
and on such terms as they may from time to time authorize. After the
date of the initial contribution of capital (which shall occur prior to
the initial public offering of Shares), 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 to be allocated among any Series or
Classes in the manner described in Section 5(a) of this Article.
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 relevant Series or Class, as
the case may be, 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.
Section 5. Establishment and Designation of Series or Class.
Without limiting the authority of the Trustees set forth in Article
XII, Section 8, inter alia, to establish and designate any additional
series or class or to modify the rights and preferences of any existing
Series or Class, the initial series shall be, and is established and
designated as, Intermediate Municipal Trust.
Shares of any Series or Class established in this Section 5 shall
have the following relative rights and preferences:
(a) Assets belonging to Series or Class. All consideration
received by the Trust for the issue or sale of Shares of a particular
Series or Class, together with all assets in which such consideration
is invested or reinvested, all income, earnings, profits, and
proceeds thereof from whatever source derived, including, without
limitation, any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived from
any reinvestment of such proceeds in whatever form the same may be,
shall irrevocably belong to that Series or Class for all purposes,
subject only to the rights of creditors, and shall be so recorded
upon the books of account of the Trust. Such consideration, assets,
income, earnings, profits and proceeds thereof, from whatever source
derived, including, without limitation, any proceeds derived from the
sale, exchange or liquidation of such assets, and any funds or
payments derived from any reinvestment of such proceeds, in whatever
form the same may be, are herein referred to as "assets belonging to"
that Series or Class. In the event that there are any assets, income,
earnings, profits and proceeds thereof, funds or payments which are
not readily identifiable as belonging to any particular Series or
Class (collectively "General Assets"), the Trustees shall allocate
such General Assets to, between or among any one or more of the
Series or Classes established and designated from time to time in
such manner and on such basis as they, in their sole discretion, deem
fair and equitable, and any General Assets so allocated to a
particular Series or Class shall belong to that Series or Class.
Each such allocation by the Trustees shall be conclusive and binding
upon the Shareholders of all Series or Classes for all purposes.
(b) Liabilities Belonging to Series or Class. The assets
belonging to each particular Series or Class shall be charged with
the liabilities of the Trust in respect to that Series or Class and
all expenses, costs, charges and reserves attributable to that Series
or Class, and any general liabilities of the Trust which are not
readily identifiable as belonging to any particular Series or Class
shall be allocated and charged by the Trustees to and among any one
or more of the Series or Classes established and designated from time
to time in such manner and on such basis as the Trustees in their
sole discretion deem fair and equitable. The liabilities, expenses,
costs, charges and reserves so charged to a Series or Class are
herein referred to as "liabilities belonging to" that Series or
Class. Each allocation of liabilities belonging to a Series or class
by the Trustees shall be conclusive and binding upon the Shareholders
of all Series or Classes for all purposes.
(c) Dividends, Distributions, Redemptions, Repurchases and
Indemnification. Notwithstanding any other provisions of this
Declaration, including, without limitation, Article X, no dividend or
distribution (including, without limitation, any distribution paid
upon termination of the Trust or of any Series or Class) with respect
to, nor any redemption or repurchase of the Shares of any Series or
Class shall be effected by the Trust other than from the assets
belonging to such Series or Class, nor except as specifically
provided in Section 1 of Article XI hereof, shall any Shareholder of
any particular Series or Class otherwise have any right or claim
against the assets belonging to any other Series or Class except to
the extent that such Shareholder has such a right or claim hereunder
as a Shareholder of such other Series or Class.
(d) Voting. Notwithstanding any of the other provisions of
this Declaration, including, without limitation, Section 1 of Article
VIII, only Shareholders of a particular Series or Class shall be
entitled to vote on any matters affecting such Series or Class.
Except with respect to matters as to which any particular Series or
Class is affected, all of the Shares of each Series or Class shall,
on matters as to which such Series or Class is entitled to vote, vote
with other Series or Classes so entitled as a single class.
Notwithstanding the foregoing, with respect to matters which would
otherwise be voted on by two or more Series or Classes as a single
class, the Trustees may, in their sole discretion, submit such
matters to the Shareholders of any or all such Series or Classes,
separately.
(e) Fraction. Any fractional Share of a Series or Class shall
carry proportionately all the rights and obligations of a whole Share
of that Series or Class, including rights with respect to voting,
receipt of dividends and distributions, redemption of Shares and
termination of the Trust or of any Series or Class.
(f) Exchange Privilege. The Trustees shall have the authority
to provide that the holders of Shares of any Series or Class shall
have the right to exchange said Shares for Shares of one or more
other Series or Classes in accordance with such requirements and
procedures as may be established by the Trustees.
(g) Combination of Series or Classes. The Trustees shall have
the authority, without the approval of the Shareholders of any Series
or Class, unless otherwise required by applicable law, to combine the
assets and liabilities belonging to a single Series or Class with the
assets and liabilities of one or more other Series or Classes.
(h) Elimination of Series or Classes. At any time that there
are no Shares outstanding of any particular Series or Class
previously established and designated, the Trustees may amend this
Declaration of Trust to abolish that Series or Class and to rescind
the establishment and designation thereof.
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 1986 Meeting of Shareholders shall be John F. Donahue,
William J. Copeland, James E. Dowd, Edward L. Flaherty, Jr., J. Joseph
Maloney, Jr., Gregor F. Meyer, Wesley W. Posvar and Marjorie P. Smuts.
Section 2. Election of Trustees at Meeting of Shareholders.
In the year 1986, on a date fixed by the Trustees, which shall be
subsequent to the initial public offering of Shares of the Trust, the
Shareholders shall elect Trustees. The number of Trustees shall be
determined by the Trustees pursuant to Article IV, Section 6.
Section 3. Term of Office of Trustees.
The Trustees shall hold office during the lifetime of this Trust, and
until its termination as hereinafter provided; except (a) that any
Trustee may resign his office at any time 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 vest in the new Trustee or Trustees, together with the
continuing Trustees, without any further act or conveyance, and he shall
be deemed a Trustee hereunder. Any appointment authorized by this
Section 4 is subject to the provisions of Section 16(a) of the 1940 Act.
Section 5. Temporary Absence of Trustee.
Any Trustee may, by power of attorney, delegate his power for a
period not exceeding six months at any one time to any other Trustee or
Trustees, provided that in no case shall less than two of the Trustees
personally exercise the other power hereunder except as herein otherwise
expressly provided.
Section 6. Number of Trustees.
The number of Trustees, not less than three (3) nor more than twenty
(20) serving hereunder at any time, shall be determined by the Trustees
themselves.
Whenever a vacancy in the Board of Trustees shall occur, until such
vacancy is filled or while any Trustee is physically or mentally
incapacitated, the other Trustees shall have all the powers hereunder and
the certificate signed by a majority of the other Trustees of such
vacancy, absence or incapacity, shall be conclusive, provided, however,
that no vacancy which reduces the number of Trustees below three (3)
shall remain unfilled for a period longer than six calendar months.
Section 7. Effect of Death, Resignation, etc. of a Trustee.
The death, resignation, retirement, removal, or mental or physical
incapacity of the Trustees, or any one of them, shall not operate to
annul the Trust or to revoke any existing agency created pursuant to the
terms of this Declaration of Trust.
Section 8. Ownership of Assets.
The assets belonging to each Series or Class 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 belonging to each Series or Class or owned by the Trust
shall at all times be considered as vested in the Trustees. No
Shareholder shall be deemed to have a severable ownership interest in any
individual asset belonging to any Series or Class or owned by the Trust
or any right of partition or possession thereof, but each Shareholder
shall have a proportionate undivided beneficial interest in a Series or
Class.
ARTICLE V
POWERS OF THE TRUSTEES
Section 1. Powers.
The Trustees in all instances shall act as principals, and are and
shall be free from the control of the Shareholders. The Trustees shall
have full power and authority to do any and all acts and to make and
execute any and all contracts and instruments that they may consider
necessary or appropriate in connection with the management of the Trust
or a Series or Class. 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 of 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 to
retain assets belonging to each and every Series or Class in cash,
and from time to time to change the investments of the assets
belonging to each Series or Class;
(b) To adopt By-Laws of the Trust 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 of the Trust and appoint
and terminate such agents of the Trust as they consider appropriate;
(d) To appoint or otherwise engage a bank or trust company as
custodian of any assets belonging to any Series or Class 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 any Shares of any Series
or Class 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 belonging to
one or more Series or Classes, subject to the provisions of Article
XII, Section 4(b) hereof;
(j) To vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities or property; and
to execute and deliver powers of attorney to such person or persons
as the Trustees shall deem proper, granting to such person or persons
such power and discretion with relation to securities or property as
the Trustees shall deem proper;
(k) To exercise powers and rights of subscription or otherwise
which in any manner arise out of ownership of securities;
(l) To hold any security or property in a form not indicating
any trust, whether in bearer, unregistered or other negotiable form;
or either in its own name or in the name of a custodian or a nominee
or nominees, subject in either case to proper safeguards according to
the usual practice of Massachusetts trust companies or investment
companies;
(m) To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or
concern, any security of which belongs to any Series or Class; 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 which belongs to any
Series or Class;
(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 belonging to any Series or Class to pay,
or to satisfy, any debts, claims or expenses incurred in connection
therewith, including those of litigation, upon any evidence that the
Trustees may deem sufficient (such powers shall include without
limitation any actions, suits, proceedings, disputes, claims, demands
and things relating to the Trust wherein any of the Trustees may be
named individually and the subject matter of which arises by reason
of business for or on behalf of the Trust);
(o) To make distributions of income and of capital gains to
Shareholders;
(p) To borrow money but only as a temporary measure for
extraordinary or emergency purposes and then (a) only in amounts not
in excess of 5% of the value of its total assets or (b) in any amount
up to one-third of the value of its total assets, including the
amount borrowed, in order to meet redemption requests without
immediately selling any portfolio securities. The Trustees shall not
pledge, mortgage or hypothecate the assets of the Trust, except in
connection with any borrowing described herein and in amounts not in
excess of the lesser of the dollar amounts borrowed or 10% of the
value of the Trust's total assets at the time of such borrowing;
(q) From time to time to issue and sell the Shares of any
Series or Class either for cash or for property whenever and in such
amounts as the Trustees may deem desirable, but subject to the
limitation set forth in Section 3 of Article III;
(r) To purchase insurance of any kind, including, without
limitation, insurance on behalf of any person who is or was a
Trustee, officer, employee or agent of the Trust, or is or was
serving at the request of the Trust as a Trustee, director, officer,
agent or employee of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of his status
as such.
No one dealing with the Trustees shall be under any obligation to make any
inquiry concerning the authority of the Trustees, or to see to the application
of any payments made or property transferred to the Trustees or upon their
order.
The Trustees shall have all of the powers set forth in this Section 1 with
respect to all assets and liabilities of each Series and Class.
Section 2. Principal Transactions.
The Trustees shall not cause the Trust on behalf of any Series or
Class to buy any securities (other than Shares) from or sell any
securities (other than Shares) to, or lend any assets belonging to any
Series or Class 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 or any Series or
Class may acquire, own and dispose of Shares of any Series or Class 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 any
Series or Class 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 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 any Series or Class 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 or any Series or Class 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 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 assets belonging to each
particular Series or Class for all of their expenses as such expenses are
allocated to and among any one or more of the Series or Classes pursuant
to Article III, Section 5(b), including, without limitation, expenses of
organizing the Trust or any Series or Class and continuing its or their
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 Registration Statements under
the Securities Act of 1933 and the 1940 Act and any amendments thereto;
expenses of registering and qualifying the Trust and any Series or Class
and the Shares of any Series or Class 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 or any Series or Class as a broker-dealer and
of its or their officers as agents and salesmen under federal and state
laws and regulations; interest expenses, taxes, fees and commissions of
every kind; expenses of issue (including cost of share certificates),
purchase, repurchase and redemption of Shares, including expenses
attributable to a program of periodic issue; charges and expenses of
custodians, transfer agents, dividend disbursing agents, Shareholder
servicing agents and registrars; printing and mailing costs; auditing,
accounting and legal expenses; reports to Shareholders and governmental
officers and commissions; expenses of meetings of Shareholders and proxy
solicitations therefor; insurance expenses; association membership dues
and nonrecurring items as may arise, including all losses and liabilities
by them incurred in administering the Trust and any Series or Class,
including expenses incurred in connection with litigation, proceedings
and claims and the obligations of the Trust under Article XI hereof and
the By-Laws to indemnify its Trustees, officers, employees, shareholders
and agents, and any contract obligation to indemnify principal
underwriters under Section 3 of Article VII; and for the payment of such
expenses, disbursements, losses and liabilities, the Trustees shall have
a lien on the assets belonging to each Series or Class prior to any
rights or interests of the Shareholders of any Series or Class. 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 from
the assets belonging to any Series or Class 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
out of the assets belonging to any Series or Class any Trustee or any
corporation, firm, trust or other entity of which a Trustee is an
interested person for services rendered in any capacity not prohibited by
the 1940 Act, and such payments shall not be deemed compensation for
services as a Trustee under the first sentence of this Section 2 of
Article VI.
ARTICLE VII
INVESTMENT ADVISER, ADMINISTRATIVE SERVICES,
PRINCIPAL UNDERWRITER AND TRANSFER AGENT
Section 1. Investment Adviser.
Subject to a Majority Shareholder Vote by the relevant Series or
Class, 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 for
such Series or Class upon such terms and conditions and for such
compensation as the Trustees may in their discretion determine. Subject
to a Majority Shareholder Vote by the relevant Series or Class, 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 for such Series or Class 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 belonging to
a Series or Class on behalf of the Trustees or may authorize any officer
or Trustee to effect such purchases, sales, or exchanges pursuant to
recommendations of the investment adviser (and all without further action
by the Trustees). Any such purchases, sales and exchanges shall be
deemed to have been authorized by the Trustees. The Trustees may also
authorize the investment adviser to determine what firms shall be
employed to effect transactions in securities for the account of a Series
or Class and to determine what firms shall participate in any such
transactions or shall share in commissions or fees charged in connection
with such transactions.
Section 2. Administrative Services.
The Trustees may in their discretion from time to time contract for
administrative personnel and services whereby the other party shall agree
to provide the Trustees administrative personnel and services to operate
the Trust or a Series or Class on a daily basis, on such terms and
conditions as the Trustees may in their discretion determine. Such
services may be provided by one or more entities.
Section 3. Principal Underwriter.
The Trustees may in their discretion from time to time enter into an
exclusive or nonexclusive contract or contracts providing for the sale of
the Shares of a Series or Class to net such Series or Class not less than
the amount provided in Article III, Section 3 hereof, whereby a Series or
Class 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 a
Series or Class 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
a Series or Class.
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 transfer agency and shareholder
services. The contracts shall be on such terms and conditions as the
Trustees may in their discretion determine not inconsistent with the
provisions of this Declaration of Trust or of the By-Laws. Such services
may be provided by one or more entities.
Section 5. Provisions and Amendments.
Any contract entered into pursuant to Sections 1 or 3 of this Article
VII shall be consistent with and subject to the requirements of Section 15
of the 1940 Act (including any amendments thereof or other applicable Act
of Congress hereafter enacted) with respect to its continuance in effect,
its termination and the method of authorization and approval of such
contract or renewal thereof.
ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section 1. Voting Powers.
Subject to the provisions set forth in Article III, Section 5(d), 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 or the Commission
or any State, or as the Trustees may consider desirable. Each whole
Share shall be entitled to one vote as to any matter on which it is
entitled to vote, and each fractional Share shall be entitled to a
proportionate fractional vote. There shall be no cumulative voting in
the election of Trustees. Shares may be voted in person or by proxy.
Until Shares of a Series or Class are issued, the Trustees may exercise
all rights of Shareholders of such Series or Class with respect to
matters affecting such Series or Class, and may take any action with
respect to the Trust or such Series or Class required or permitted by
law, this Declaration of Trust or any By-Laws of the Trust to be taken by
Shareholders.
Section 2. Meetings.
A Shareholders meeting shall be held as specified in Section 2 of
Article IV at the principal office of the Trust or such other place as
the Trustees may designate. Special meetings of the Shareholders may be
called by the Trustees or the Chief Executive Officer of the Trust and
shall be called by the Trustees upon the written request of Shareholders
owning at least one-tenth of the outstanding Shares of all Series and
Classes 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 outstanding Shares of all Series and Classes entitled to vote at such
meeting. When any one or more Series or Classes is entitled to vote as a
single Series or Class, one-fourth of the shares of each such Series or
Class entitled to vote shall constitute a quorum at a Shareholder's
meeting of that Series or Class. If a quorum shall not be present for
the purpose of any vote that may properly come before the meeting, the
Shares present in person or by proxy and entitled to vote at such meeting
on such matter may, by plurality vote, adjourn the meeting from time to
time to such place and time without further notice than by announcement
to be given at the meeting until a quorum entitled to vote on such matter
shall be present, whereupon any such matter may be voted upon at the
meeting as though held when originally convened. Subject to any
applicable requirement of law or of this Declaration of Trust or the By-
Laws, a plurality of the votes cast shall elect a Trustee, and all other
matters shall be decided by a majority of the votes cast and entitled to
vote thereon.
Section 4. Additional Provisions.
The By-Laws may include further provisions for Shareholders' votes
and meetings and related matters.
ARTICLE IX
CUSTODIAN
Section 1. Appointment and Duties.
The Trustees shall appoint or otherwise engage a bank or trust
company having an aggregate capital, surplus and undivided profits (as
shown in its last published report) of at least two million dollars
($2,000,000) as custodian with authority as its agent, but subject to such
restrictions, limitations and other requirements, if any, as may be
contained in the By-Laws of the Trust:
(1) To receive and hold the securities owned by the Trust or
any Series or Class and deliver the same upon written order;
(2) To receive and receipt for any moneys due to the Trust or
any Series or Class 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 or any Series
or Class and furnish clerical and accounting services;
(5) To compute, if authorized to do so by the Trustees, the
Accumulated Net Income of the Trust or any Series or Class 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
or any Series 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 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 or any Series 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, 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
discretion of the Trustees.
ARTICLE X
DISTRIBUTIONS AND REDEMPTIONS
Section 1. Distributions.
(a) The Trustees may, on each day Accumulated Net Income of any
Series or Class is determined and is positive, declare and pay such
Accumulated Net Income as dividends to the Shareholders of any Series
or Class, and the amount of such dividends and the payment of them
shall be wholly in the discretion of the Trustees. Such dividends
may be accrued and automatically reinvested in additional Shares (or
fractions thereof) of the relevant Series or Class or paid in cash or
additional Shares of such Series or Class, all upon such terms and
conditions as the Trustees may prescribe.
(b) The Trustees may distribute in respect of any fiscal year
as dividends and as capital gains distributions, respectively,
amounts sufficient to enable any Series or Class to qualify as a
regulated investment company to avoid any liability for federal
income taxes in respect of that year.
(c) The decision of the Trustees as to what constitutes income
and what constitutes principal shall be final, and except as
specifically provided herein the decision of the Trustees as to what
expenses and charges of any Series or Class shall be charged against
principal and what against the income shall be final. Any income not
distributed in any year may be permitted to accumulate and as long as
not distributed may be invested from time to time in the same manner
as the principal funds of any Series or Class.
(d) 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 on any Series or
Class, which dividends, at the election of the Trustees, may be
accrued, automatically reinvested in additional Shares (or fractions
thereof) of the relevant Series or Class or paid in cash or
additional Shares of the relevant Series or Class, all upon such
terms and conditions as the Trustees may prescribe.
(e) Anything in this instrument to the contrary
notwithstanding, the Trustees may at any time declare and distribute
a dividend consisting of shares of any Series or Class of the Trust.
(f) All dividends and distributions on Shares of a particular
Series or Class shall be distributed pro rata to the holders of that
Series or Class in proportion to the number of Shares of that Series
or Class held by such holders and recorded on the books of the Trust
or its transfer agent at the date and time of record established for
that payment.
Section 2. Redemptions and Repurchases.
(a) In case any Shareholder of record of any Series or Class at
any time desires to dispose of Shares of such Series or Class
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 Transfer
Agent, and the Trust shall purchase his Shares out of assets
belonging to such Series or Class. The purchase price shall be the
net asset value of his shares reduced by any redemption charge as the
Trustees from time to time may determine.
Payment for such Shares shall be made by the Trust to the Shareholder
of record within that time period required under the 1940 Act after
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 (reduced by any
redemption charge), and payment therefor shall be made within the
time period required under the 1940 Act.
(b) The Trust may purchase Shares of a Series or Class by
agreement with the owner thereof at a purchase price not exceeding
the net asset value per Share (reduced by any redemption charge)
determined (1) next after the purchase or contract of purchase is
made or (2) at some later time.
(c) The Trust may pay the purchase price (reduced by any
redemption charge) in whole or in part by a distribution in kind of
securities from the portfolio of the relevant Series or Class, 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 any Series or Class 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 relevant
Series. The power and duty to determine Accumulated Net Income for any
Series or Class 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 a Series or Class 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 or other person designated by the
Trustees.
The net asset value of each Share of a Series or Class 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
belonging to such Series or Class (i.e., the value of the assets
belonging to such Series or Class less the liabilities belonging to such
Series or Class exclusive of capital and surplus) by the total number of
Shares outstanding of the Series or Class 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 1940 Act.
Section 5. Suspension of the Right of Redemption.
The Trustees may declare a suspension of the right of redemption or
postpone the date of payment for the whole or any part of any period in
accordance with the 1940 Act.
Section 6. Trust's Right to Redeem Shares.
The Trust shall have the right to cause the redemption of Shares of
any Series or Class in any Shareholder's account for their then current
net asset value and promptly make payment to the shareholder (which
payment may be reduced by any applicable redemption charge), 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 any Series or Class of the Trust are redeemable at
the option of the Trust if, in the opinion of the Trustees, ownership of
such Shares has or may become concentrated to an extent which would cause
the Trust or any Series 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 of such Series or Class, reject any order
for the purchase ofsuch Shares or refuse to give effect to the transfer
of such 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 of any Series or Class personally or to
call upon such 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 any Series or Class 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 or any Series or Class arising out of any action taken or omitted
for or on behalf of the Trust or such Series or Class, and the Trust or
such Series or Class shall be solely liable therefor and resort shall be
had solely to the property of the relevant Series or Class of the Trust
for the payment or performance thereof.
Each Shareholder or former Shareholder of any Series or Class (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 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 such Series or Class shall be held to be personally liable. Such
indemnification and reimbursement shall come exclusively from the assets
of the relevant Series or Class.
The Trust shall, upon request by a Shareholder or former Shareholder,
assume the defense of any claim made against any Shareholder for any act
or obligation of the Trust or any Series or Class and satisfy any
judgment thereon.
Section 2. Limitation of Personal Liability of Trustees, Officers,
Employees or Agents of the Trust.
No Trustee, officer, employee or agent of the Trust shall have the
power to bind any other Trustee, officer, employee or agent of the Trust
personally. The Trustees, officers, employees or agents of the Trust
incurring any debts, liabilities or obligations, or in taking or omitting
any other actions for or in connection with the Trust are, and each shall
be deemed to be, acting as Trustee, officer, employee or agent of the
Trust and not in his own individual capacity.
Provided they have acted under the belief that their actions are in
the best interest of the Trust, the Trustees and officers shall not be
responsible for or liable in any event for neglect or wrongdoing by them
or any officer, agent, employee, investment adviser or principal
underwriter of the Trust or of any entity providing administrative
services to 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 or any Series or Class shall be
informed that the property of the Shareholders and the Trustees,
officers, employees and agents of the Trust or any Series or Class shall
not be subject to claims against or obligations of the Trust or any other
Series or Class 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 or any Series or Class (including
certificates for Shares of any Series or Class) an appropriate reference
to this Declaration, providing that neither the Shareholders, the
Trustees, the officers, the employees nor any agent of the Trust or any
Series or Class shall be liable thereunder, and that the other parties to
such instrument shall look solely to the assets belonging to the relevant
Series or Class 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 or any Series or Class 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 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 or of any Series 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 or the relevant Series 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 such Series or of another corporation, partnership, joint venture,
trust or other enterprise at the request of the Trusst or of such Series
and against amounts paid or incurred by him in the settlement thereof.
(b) The words "claim," "action," "suit" or "proceeding" shall apply
to all claims, actions, suits or proceedings (civil, criminal,
administrative, legislative, investigative or other, including appeals),
actual or threatened, and the words "liability" and "expenses" shall
include, without limitation, attorneys' fees, costs, judgments, amounts
paid in settlement, fines, penalties and other liabilities.
(c) No indemnification shall be provided hereunder to a Trustee,
officer, employee or agent against any liability to the Trust or any
Series of the Trust or to its Shareholders by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the
duties involved in the conduct of his office.
(d) The rights of indemnification herein provided may be insured
against by policies maintained by the Trust or any Series, shall be
severable, shall not affect any other rights to which any Trustee,
officer, employee or agent may now or hereafter be entitled, shall
continue as to a person who has ceased to be such Trustee, officer,
employee, or agent and shall inure to the benefit of the heirs, executors
and administrators of such a person.
(e) In the absence of a final decision on the merits by a court or
other body before which such proceeding was brought, an indemnification
payment will not be made, except as provided in paragraph (f) of this
Section 4, unless in the absence of such decision, a reasonable
determination based upon a factual review has been made (i) by a majority
vote of a quorum of non-party trustees who are not interested persons of
the Trust or any Series, or (ii) by independent legal counsel in a written
opinion that the indemnitee was not liable for an act of willful
misfeasance, bad faith, gross negligence, or reckless disregard of duties.
(f) The Trust or any Series further undertakes that advancement of
expenses incurred in the defense of a proceeding (upon undertaking for
repayment unless it is ultimately determined that indemnification is
appropriate) against any officer, trustee or controlling person of the
Trust or any Series will not be made absent the fulfillment of at least
one of the following conditions: (i) the indemnitee provides security for
his undertaking, (ii) the Trust or any Series is insured against losses
arising by reason of any lawful advances or (iii) a majority of a quorum
of disinterested non-party trustees or independent legal counsel in a
written opinion makes a factual determination that there is a reason to
believe the indemnitee will be entitled to indemnification.
ARTICLE XII
MISCELLANEOUS
Section 1. Trust is not a Partnership.
It is hereby expressly declared that a trust and not a partnership is
created hereby.
Section 2. Trustee Action Binding, Expert Advice, No Bond or Surety.
The exercise by the Trustees of their powers and discretions
hereunder in good faith and with reasonable care under the circumstances
then prevailing, shall be binding upon everyone interested. Subject to
the provisions of Article XI, the Trustees shall not be liable for errors
of judgment or mistakes of fact or law. The Trustees may take advice of
counsel or other experts with respect to the meaning and operation of
this Declaration of Trust, and subject to the provisions of Article XI,
shall be under no liability for any act or omission in accordance with
such advice or for failing to follow such advice. The Trustees shall not
be required to give any bond as such, nor any surety if a bond is
required.
Section 3. Establishment of Record Dates.
The Trustees may close the Share transfer books of the Trust
maintained with respect to any Series or Class for a period not exceeding
sixty (60) days preceding the date of any meeting of Shareholders of the
Trust or any Series or Class, 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 of any Series or Class 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 of the Trust or any Series or Class, or
the date for the payment of any dividend or the making of any
distribution to Shareholders of any Series or Class, or the date for the
allotment of rights, or the date when any change or conversion or
exchange of Shares of any Series or Class shall go into effect, or the
last day on which the consent or dissent of Shareholders of any Series or
Class may be effectively expressed for any purpose, as a record date for
the determination of the Shareholders entitled to notice of, and, to vote
at, any such meeting and any adjournment thereof, or entitled to receive
payment of any such dividend or distribution, or to any such allotment of
rights, or to exercise the rights in respect of any such change,
conversion or exchange of shares, or to exercise the right to give such
consent or dissent, and in such case such Shareholders and only such
Shareholders as shall be Shareholders of record on the date so fixed
shall be entitled to such notice of, and to vote at, such meeting, or to
receive payment of such dividend or distribution, or to receive such
allotment or rights, or to exercise such rights, as the case may be,
notwithstanding, after such date fixed aforesaid, any transfer of any
Shares on the books of the Trust maintained with respect to any Series or
Class. Nothing in the foregoing sentence shall be construed as
precluding the Trustees from setting different record dates for different
Series or Classes.
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 may, by unanimous action, with the approval
of the holders of a Majority Vote of the Shares of each Series or
Class entitled to vote, sell and convey the assets of the Trust or
any Series or Class to another Trust or corporation organized
under the laws of any state of the United States, which is an
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 or any Series or Class 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 that Series or
Class then outstanding.
(c) Subject to a Majority Shareholder Vote by such Series or
Class, the Trustees may at any time sell and convert into money all
the assets of the Trust or any Series or Class. Upon making
provision for the payment of all outstanding obligations, taxes and
other liabilities, accrued or contingent, belonging to each Series or
Class, the Trustees shall distribute the remaining assets belonging
to each Series or Class ratably among the holders of the outstanding
Shares of that Series or Class.
(d) Upon completion of the distribution of the remaining
proceeds of the remaining assets as provided in paragraphs (b) and
(c), the Trust or the applicable Series or Class shall terminate and
the Trustees shall be discharged of any and all further liabilities
and duties hereunder or with respect thereto and the right, title and
interest of all parties shall be canceled and discharged.
Section 5. Offices of the Trust, Filing of Copies, Headings,
Counterparts.
The Trust shall maintain a usual place of business in Massachusetts,
which, initially, shall be 31 Milk Street, Boston, Massachusetts, and
shall continue to maintain an office at such address unless changed by
the Trustees to another location in Massachusetts. The Trust may
maintain other offices as the Trustees may from time to time determine.
The original or a copy of this instrument and of each declaration of
trust supplemental hereto shall be kept at the office of the Trust where
it may be inspected by any Shareholder. A copy of this instrument and of
each supplemental declaration of trust shall be filed by the Trustees
with the Massachusetts Secretary of State and the Boston City Clerk, as
well as any other governmental office where such filing may from time to
time be required. Anyone dealing with the Trust may rely on a
certificate by an officer of the Trust as to whether or not any such
supplemental declaration of trust has been made and as to any matters in
connection with the Trust hereunder, and with the same effect as if it
were the original, may rely on a copy certified by an officer of the
Trust to be a copy of this instrument or of any such supplemental
declaration of trust. In this instrument or in any such supplemental
declaration of trust, references to this instrument, and all expressions
like "herein," "hereof" and "hereunder," shall be deemed to refer to this
instrument as amended or affected by any such supplemental declaration of
trust. Headings are placed herein for convenience of reference only and
in case of any conflict, the text of this instrument, rather than the
headings, shall control. This instrument may be executed in any number
of counterparts each of which shall be deemed an original.
Section 6. Applicable Law.
The Trust set forth in this instrument is created under and is to be
governed by and construed and administered according to the laws of The
Commonwealth of Massachusetts. The Trust shall be of the type commonly
called a Massachusetts business trust, and without limiting the
provisions hereof, the Trust may exercise all powers which are ordinarily
exercised by such a trust.
Section 7. Amendments -- General.
Prior to the initial issuance of Shares pursuant to 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, amendments or supplements
to this instrument may be authorized by a majority of the Trustees then
in office and by a Majority Shareholder Vote of all Series and classes
then outstanding and entitled to vote thereon (except that any amendments
or supplements changing the name of the Trust or pursuant to Section 8
hereunder may be made without shareholder approval), or by any larger
vote which may be required by applicable law or this Declaration of Trust
in any particular case, which amendment or supplement thereafter shall
form a part hereof. Any such amendment or supplement (which may be in
the form of a complete restatement) may be evidenced by either (i) a
supplemental Declaration of Trust signed by at least a majority of the
Trustees then in office or (ii) by a certificate of the President and
Secretary of the Trust setting forth such amendment or supplement and
certifying that such amendment or supplement has been duly authorized by
the Trustees, and if required, by the shareholders. Copies of the
supplemental Declaration of Trust or the certificate of the President and
Secretary, as the case may be, shall be filed as specified in Section 5
of this Article XII.
Section 8. Amendments -- Series and Classes.
The establishment and designation of any series or class of Shares in
addition to those established and designated in Section 5 of Article
III hereof shall be effective upon the execution by a majority of the
then Trustees of an amendment to this Declaration of Trust, taking
the form of a complete restatement or otherwise, setting forth such
establishment and designation and the relative rights and preferences
of any such Series or Class, or as otherwise provided in such
instrument.
Without limiting the generality of the foregoing, the Declaration of
the Trust may be amended to:
(a) create one or more Series or Classes of Shares (in addition
to any Series or Classes already existing or otherwise) with such
rights and preferences and such eligibility requirements for
investment therein as the Trustees shall determine and reclassify any
or all outstanding Shares as Shares of particular Series or Classes
in accordance with such eligibility requirements;
(b) combine two or more Series or Classes of Shares into a
single Series or Class on such terms and conditions as the Trustees
shall determine;
(c) change or eliminate any eligibility requirements for
investment in Shares of any Series or Class, including without
limitation the power to provide for the issue of Shares of any Series
or Class in connection with any merger or consolidation of the Trust
with another trust or company or any acquisition by the Trust of part
or all of the assets of another trust or company;
(d) change the designation of any Series or Class of Shares;
(e) change the method of allocating dividends among the various
Series and Classes of Shares;
(f) allocate any specific assets or liabilities of the Trust or
any specific items of income or expense of the Trust to one or more
Series and Classes of Shares;
(g) specifically allocate assets to any or all Series or
Classes of Shares or create one or more additional Series or Classes
of Shares which are preferred over all other Series or Classes of
Shares in respect of assets specifically allocated thereto or any
dividends paid by the Trust with respect to any net income, however
determined, earned from the investment and reinvestment of any assets
so allocated or otherwise and provide for any special voting or other
rights with respect to such Series or Classes.
Section 9. Use of Name.
The Trust acknowledges that Federated Investors has reserved the
right to grant the non-exclusive use of the name "Federated" or any
derivative thereof to any other investment company, investment company
portfolio, investment adviser, distributor, or other business enterprise,
and to withdraw from the Trust or one or more Series or Classes any right
to the use of the name "Federated".
IN WITNESS WHEREOF, the undersigned have executed this instrument the day
and year first above written.
/s/ John F. Donahue /s/ Glen R. Johnson
John F. Donahue Glen R. Johnson
/s/ William J. Copeland /s/ Marjorie P. Smuts
William J. Copeland Marjorie P. Smuts
/s/ James E. Dowd /s/ Gregor F. Meyer
James E. Dowd Gregor F. Meyer
/s/ Lawrence D. Ellis, M.D. /s/ Wesley W. Posvar
Lawrence D. Ellis, M.D. Wesley W. Posvar
/s/ Edward L. Flaherty, Jr. /s/ Peter E. Madden
Edward L. Flaherty, Jr. Peter E. Madden
/s/ John T. Conroy, Jr.
John T. Conroy, Jr.
COMMONWEALTH OF PENNSYLVANIA )
: ss:
COUNTY OF ALLEGHENY )
I hereby certify that on October 19___, 1993, before me, the subscriber, a
Notary Public of the Commonwealth of Pennsylvania, in for the County of
Allegheny, personally appeared JOHN F. DONAHUE, WILLIAM J. COPELAND, JAMES E.
DOWD, LAWRENCE D. ELLIS, M.D., EDWARD L. FLAHERTY, JR., EDWARD C. GONZALES,
MARJORIE P. SMUTS, GREGOR F. MEYER, J. WESLEY W. POSVAR, PETER E. MADDEN,
JOHN T. CONROY, JR. who acknowledged the foregoing Declaration of Trust to be
their act.
Witness my hand and notarial seal the day and year above written.
/s/ Elaine T. Polens
Notary Public
COMMONWEALTH OF PENNSYLVANIA )
: ss:
COUNTY OF ALLEGHENY )
On this, the _____ day of August, 1993, before me Raymond M. Roberts, the
undersigned officer, personally appeared John W. McGonigle, known to me or
satisfactorily proven to be a member of the bar of the highest court of
Pennsylvania, and certified that he was personally present when the foregoing
acknowledgment and affidavit(s) were signed by the testator and witnesses.
In witness whereof, I hereunto set my hand and official seal.
Notary Public
[INSTRUCTIONS: This FSCo-Service Providers Contract between State
Street Bank and Federated Services Company in its fully executed
version is found in the ARCHIVES FSCo file.]
THIS AGREEMENT was executed effective December 1, 1993. The parties
are Federated Services Company and all of the Funds listed on
Exhibit 1 attached to the contract. This contract covers Fund
Accounting (sometimes refered to as Portfolio Accounting),
Shareholder Recordkeeping (sometimes referred to as Transfer Agency)
and Custody Procurement Services(meaning Federated Services will
supervise administration of fees etc. with the Custodian on the
Fund's behalf). Not every fund will receive each of these services
through Federated Services Company. If you look at Exhibit 1, there
will be codes by each Fund name which describe which services apply
to that fund and which fee schedules apply to that fund. As new
funds are created or acquired by Federated, rather than each of
those funds having a separate stand alone contract, they will simply
be added to Exhibit 1 with the appropriate effective date. All you
need to do is provide a memo from the Fund attorney and/or a
certified Board Resolution informing Kate Capilongo that the fund
has approved Federated Services Company as its Fund Accountant,
Shareholder Services Agent, and Custody Services procurement
provider , in other words, the fund has approved this form of
agreement, or the relevant part of it. Please note that ALL of the
Federated Funds should approve the contract in total, i.e. all three
services. However, certain proprietary funds may approve Federated
Services Company as a provider of only some of the services.
There are sub-contracts to accompany this agreement which cover
those Funds for which Federated Services Company is not performing
all of the services. There are executed contracts (effective
December 1, 1993) between Federated Services Company and State
Street Bank which include a Sub-Fund Accounting Agreement and a
Sub-Transfer Agency Agreement, also to be found in the CPQ-4,
ARCHIVES file. The Master Version of those contracts which have
been executed with State Street Bank have the funds to which they
apply attached as an exhibit. If State Street Bank will be
performing these services for your fund, rather than executing a new
contract, Kate willl simply add your fund to the exhibit along with
the date of the contract approval.
jfg 1/11/94
AGREEMENT
for
FUND ACCOUNTING,
SHAREHOLDER RECORDKEEPING,
and
CUSTODY SERVICES PROCUREMENT
AGREEMENT made as of the 1st day of December, 1993, 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 wishes 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"), and the Company is willing to furnish such services;
and
WHEREAS, the Trust desires to appoint the Company as its transfer
agent, dividend disbursing agent, and agent in connection with
certain other activities, and the Company desires to accept such
appointment; and
WHEREAS, the Trust desires to appoint the Company as its agent to
select, negotiate and subcontract for custodian services from an
approved list of qualified banks 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 and 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 and 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;
B. Calculate the net income of each of the Funds, if any;
C. Calculate capital gains or losses of each of the Funds
resulting from sale or disposition of assets, if any;
D. 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;
E. 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;
F. At the request of the Trust, prepare various reports or other
financial documents required by federal, state and other applicable
laws and regulations; and
G. 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 set forth on Fee Schedules A ("A1, A2, A3 etc..."), annexed
hereto and incorporated herein, as may be added or amended from
time to time. 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 specified in
Schedules B ("B1, B2, B3, etc..."), annexed hereto and incorporated
herein, as may be added or amended from time to time. Schedules B
may be modified by the Company upon not less than thirty days'
prior written notice to the Trust.
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 Company will send an invoice to each of the Funds as soon
as practicable after the end of each month. Each invoice will
provide detailed information about the compensation and
out-of-pocket expenses in accordance with Schedules A and Schedules
B. The Funds and or the Classes will pay to the Company the amount
of such invoice within 30 days of receipt of the invoices.
D. Any compensation agreed to hereunder may be adjusted from time
to time by attaching to Schedules A revised Schedules 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 confirmable
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 set out in
Schedules C ("C1, C2, C3 etc..."), attached hereto, as may be added
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 fees
set forth on Schedule C 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 set out
in Schedules D ("D1, D2, D3 etc..."), attached hereto, as may be
added 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 Company shall send an invoice with respect to fees and
reimbursable expenses to the Trust or each of the Funds as soon as
practicable at the end of each month. Each invoice will provide
detailed information about the Compensation and out-of-pocket
expenses in accordance with Schedules C and Schedules D. The Trust
or the Funds will pay to the Company the amount of such invoice
within 30 days following the receipt of the invoices.
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.
(1) This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and
assigns.
(2) The Company may without further consent on the part of the
Trust subcontract for the performance hereof with (A) State
Street Bank and its subsidiary, Boston Financial Data
Services, Inc., a Massachusetts Trust ("BFDS"), which is duly
registered as a transfer agent pursuant to Section 17A(c)(1)
of the Securities Exchange Act of 1934, as amended, or any
succeeding statute ("Section 17A(c)(1)"), or (B) a BFDS
subsidiary duly registered as a transfer agent pursuant to
Section 17A(c)(1), or (C) a BFDS affiliate, or (D) such other
provider of services duly registered as a transfer agent under
Section 17A(c)(1) as Company shall select; provided, however,
that the Company shall be as fully responsible to the Trust
for the acts and omissions of any subcontractor as it is for
its own acts and omissions; or
(3) 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:
(1) evaluate the nature and the quality of the custodial services
provided by the Eligible Custodian;
(2) 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;
(3) 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;
(4) establish procedures to monitor the nature and the quality of
the services provided by the Custodians;
(5) continuously monitor the nature and the quality of services
provided by the Custodians; and
(6) 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 set forth in Schedule E, attached hereto.
B. Payment
The Company shall send an invoice with respect to fees and
reimbursable expenses to each of the Trust/or Fund as soon as
practicable at the end of each month. Each invoice will provide
detailed information about the Compensation and out-of-pocket
expenses in occurrence with Schedule E. The Trust and/or Fund will
pay to the Company the amount of such invoice within 30 days
following the receipt of the invoice.
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. Indemnification.
A. 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,
(2) The Trust's or Fund's refusal or failure to comply with the
terms of this Agreement, or which arise out of the Trust's or
The Fund's lack of good faith, negligence or willful
misconduct or which arise out of the breach of any
representation or warranty of the Trust or Fund hereunder or
otherwise.
(3) 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; or
(b) have been prepared and/or maintained by the Fund or its
affiliates or any other person or firm on behalf of the
Trust.
(4) The reliance on, or the carrying out by the Company or its
agents or subcontractors of Proper Instructions of the Trust
or the Fund.
(5) 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,
gross negligence or reckless disregard of its duties.
B. Indemnification by the Company
The Company shall indemnify and hold the Trust or each Fund
harmless from and against any and all losses, damages, costs,
charges, counsel fees, payments, expenses and liabilities arising
out of or attributable to any action or failure or omission to act
by the Company as a result of the Company's willful misfeasance,
bad faith, gross negligence or reckless disregard of its duties.
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
Schedule A
Fund Accounting
Fee Schedule
I. Portfolio Record Keeping/Fund Accounting Services
Maintain investment ledgers, provide selected portfolio
transactions, position and income reports. Maintain general ledger
and capital stock accounts. Prepare daily trial balance. Provide
selected general ledger reports. Calculate net asset value daily.
Securities yield or market value quotations will be provided to
State Street by the fund or via State Street Bank automated pricing
services.
ANNUAL FEES
ASSET
First $250 Million 2.0 Basis Points
Next $250 Million 1.5 Basis Points
Next $250 Million 1.0 Basis Point
Excess .5 Basis Point
Minimum fee per year $39,000
Additional class of shares per year $12,000
II. Special Services
Fees for activities of a non-recurring nature such as fund
consolidation or reorganization, extraordinary security shipments
and the preparation of special reports will be subject to
negotiation.
III. Term of the Contract
The parties agree that this fee schedule shall become effective June
1, 1993 and will remain in effect until it is revised as a result of
negotiations initiated by either party.
Schedule A1
Fund Accounting
Fee Schedule
Annual
First $100 Million 3.0 Basis Points
$100 Million - $300 Million 2.0 Basis Points
$300 Million - $500 Million 1.0 Basis Points
Over $500 Million 0.5 Basis Points
Fund Minimum $39,000
Additional Class of Shares $12,000
(Plus pricing charges and other out-of-pocket expenses)
Schedule B
Out-of-Pocket Expenses
Fund Accounting
Out-of-pocket expenses include, but are not limited to, the
following:
- Postage (including overnight courier service)
- Statement Stock
- Envelopes
- Telephones
- Telecommunication Charges (including FAX)
- Travel
- Duplicating
- Forms
- Supplies
- Microfiche
- Computer Access Charges
- Client Specific System Enhancements
- Access to the Shareholder Recordkeeping System
- Security Pricing Services
- Variable Rate Change Notification Services
- Paydown Factor Notification Services
Schedule C
_ Federated Funds _
Fees and Expenses
Shareholder Recordkeeping
I. Annual Maintenance
Charge
The annual maintenance charge includes the processing of all
transactions and correspondence. The fee is billable on a monthly
basis at the rate of 1/12 of the annual fee. A charge is made for
an account in the month that an account opens or closes.
Basic Annual per Account Fee
The individual per account charges will be billed as follows:
- Money Market Fund/Daily Accrual $16.65
- Money Market Fund/Sweep Account $10.00
- Fluctuating NAV/Daily Accrual
Non FundServe $16.65
Non Networked FundServe
$14.65
- CDSC/Declared Dividend
Non FundServe $13.75
Non Networked
FundServe $11.75
Networking Levels
1, 2, and 4 $11.75
Networking Level 3
$9.00
- Declared Dividend
Non FundServe
$8.75
Non Networked
FundServe $6.75
Networked
FundServe Levels 1, 2, 3, and 4 $6.75
Taxpayer Identification Processing (TIN)
The charge for TIN solicitation includes maintenance and
certification and complies to all known government regulations
regarding TIN processing.
- Maintenance $.25 per item
- Certification $.10 per item
I. Annual Maintenance Charge (con't.)
Closed Account Fee $.10 per account per
month
(No fee assessed for $0 balance open accounts)
Minimum Charges
- The monthly maintenance charge for each fund will be the actual
account fees or $1000, whichever is greater.
- All funds will be subject to the minimum monthly fee of $1,000
except that the minimum will be waived for the initial six months or
until the fund's net assets exceed $50,000,000, whichever occurs
first.
- The "clone" funds will be subject to a monthly minimum fee of
$600.
II. Out-of-Pocket Expenses
Out-of-pocket expenses include but are not limited to: postage,
forms, telephone, microfilm, microfiche, and expenses incurred at
the specific direction of the fund. Postage for mass mailings is
due seven days in advance of the mailing date.
III. Payment
Payment is due thirty days after the date of the invoice.
Schedule C1
_ Bank Proprietary Funds _
Fees and Expenses
Shareholder Recordkeeping
I. Annual Maintenance Charge
The annual maintenance charge includes the processing of all
transactions and correspondence. The fee is billable on a monthly
basis at the rate of 1/12 of the annual fee. A charge is made for
an account in the month that an account opens or closes.
Basic Annual per Account Fee
The individual per account charges will be billed as follows:
- Money Market Fund/Daily Accrual $16.65
- Money Market Fund/Sweep Account $10.00
- Fluctuating NAV/Daily Accrual
Non FundServe $16.65
Non Networked
FundServe $14.65
- CDSC/Declared Dividend
Non FundServe $13.75
Non Networked
FundServe $11.75
Networking Levels 1,
2, and 4 $11.75
Networking Level 3
$9.00
- Declared Dividend
Non FundServe $8.75
Non Networked
FundServe $6.75
Networked FundServe
Levels 1, 2, 3, and 4 $6.75
Taxpayer Identification Processing (TIN)
The charge for TIN solicitation includes maintenance and
certification and complies to all known government regulations
regarding TIN processing.
- Maintenance $.25 per item
- Certification $.10 per item
I. Annual Maintenance Charge (con't.)
Closed Account Fee $.10 per account per
month
(No fee assessed for $0 balance open accounts)
Minimum Charges
- The monthly maintenance charge for each fund will be the actual
account fees or $2000, whichever is greater.
II. Out-of-Pocket Expenses
Out-of-pocket expenses include but are not limited to: postage,
forms, telephone, microfilm, microfiche, and expenses incurred at
the specific direction of the fund. Postage for mass mailings is
due seven days in advance of the mailing date.
III. Payment
Payment is due thirty days after the date of the invoice.
Schedule C2
_ Bank Proprietary Funds _
Fees and Expenses
Shareholder Recordkeeping
I. Group I Services
Base Fee * (Annual fee per fund, class or other subdivision) $24,000
Account Fee* (Annual account charge)
(includes system access and funds control and reconcilement)
- Daily
dividend fund $16.00
- Monthly
dividend fund $10.00
- Quarterly
dividend fund $10.00
- Contingent
Deferred Sales Charge (Additionally) $5.00
(monthly and quarterly funds only)
- Closed
Accounts* $1.20
Termination Fee (One time charge per fund, class or other subdivision)
$20,000
II. Group II Services
Other Account Fees* (Annual account charge - Services or features not
covered above)
- Account
Activity Processing $3.50
(includes
account establishment, transaction and maintenance processing)
- Account
Servicing $4.50
(includes
shareholder servicing and correspondence)
* All fees
are annualized and will be prorated on a monthly basis for billing
purposes. Out-of-pocket expenses are not covered by these fees.
SCHEDULE D
Out-of-Pocket Expenses Schedule
- Postage (including overnight courier service)
- Statement Stock
- Envelopes
- Telecommunication Charges (including FAX)
- Travel
- Duplicating
- Forms
- Supplies
- Microfiche
- Computer Access Charges
- Client Specific Enhancements
- Disaster Recovery
SCHEDULE E
Fee Schedule
I. Custody Services
Maintain Custody of fund assets. Settle portfolio purchases and
sales. Report buy and sell fails. Determine and collect portfolio
income. Make cash disbursements and report cash transactions.
Monitor corporate actions.
ANNUAL FEES
ASSET
First $500 Million 1.0
Basis Point
Excess .5
Basis Point
Minimum fee per year
$15,000
Wire Fees $2.70
per wire
Settlements:
Each
DTC Commercial Paper $9.00
Each
DTC Transaction $9.00
Each
Federal Reserve Book Entry Transaction (Repo) $4.50
Each
Repo with Banks Other than State Street Bank $7.50
Each
Physical Transaction (NY/Boston, Private Placement)
$21.75
Each
Option Written/Exercised/Expired
$18.75
Each
Stock Load Transaction
$12.00
Each
Book Entry Muni (Sub-custody) Transaction
$15.00
Index
Fund/ETD Cost
+ 15%
II. Out-Of-Pocket Expenses
Telephone
Postage & Insurance
Armored carrier costs
Legal fees
Supplies related to fund records
Processing validation certificates
Forms, envelopes, Xerox copies, supplies, etc.
III. Special Services
Fees for activities of a non-recurring nature such as fund
consolidation or reorganization, extraordinary security shipments and
the preparation of special reports will be subject to negotiation.
IV. Coupon Clipping
Monitoring for calls and processing for each monthly issue held
Monthly Charge $5.00
V. Balance Credit
A balance credit equal to 75% of the average balance in the custodian
account for the monthly billed times the 30-day T-Bill Rate on the
last Monday of the month billed will be applied against Section I
through IV above.
VI. Term of the Contract
The parties agree that this fee schedule shall become effective June
1, 1993 and will remain in effect until it is revised as a result of
negotiations initiated by either party.
EXHIBIT 1
FA=Fund Accounting
SR=Shareholder Recordkeeping
CSP=Custody Services Procurement
CONTRACT SERVICES
RELEVANT
DATE INVESTMENT COMPANY PROVIDED SCHEDULES
12/1/93 111 Corcoran Fund
12/1/93 111 Corcoran FA, SR A,B,C1
12/1/93 111 Corcoran North Carolina Municipal
Securities Fund FA, SR A,B,C1
12/13/93 Alexander Hamilton Funds
12/13/93 Alexander Hamilton
Government Income Fund FA,SR,CSP A,B,C2,D,E
12/13/93 Alexander Hamilton
Equity Growth and Income Fund FA,SR,CSP A,B,C2,D,E
12/13/94 Alexander Hamilton
Municipal Income Fund FA,SR,CSP A,B,C2,D,E
12/1/93 American Leaders Fund, Inc.
12/1/93 Class A Shares FA,SR,CSP A,B,C,E
12/1/93 Class C Shares FA,SR,CSP A,B,C,E
12/1/93 Fortress Shares FA,SR,CSP A,B,C,E
12/1/93 Automated Cash Management Trust FA,SR,CSP A,B,C,E
12/1/93 Automated Government Money Trust FA,SR,CSP A,B,C,E
01/07/94 BankSouth Select Funds
01/07/94 BankSouth Select Georgia
Tax-Free Income Fund FA,SR C2,D
01/07/94 BankSouth Select Government
Money Market Fund FA,SR C2,D
01/07/94 BankSouth Select Prime
01/07/94 BankSouth Select Bond Fund FA,SR C2,D
01/07/94 BankSouth Select Equity Fund FA,SR C2,D
12/1/93 BayFunds
12/1/93 BayFunds Bond Portfolio
Investment Shares FA A1,B
12/1/93 Trust Shares FA A1,B
12/1/93 BayFunds Equity Portfolio
Investment Shares FA A1,B
12/1/93 Trust Shares FA A1,B
12/1/93 BayFunds Short-Term Yield Portfolio
12/1/93 Investment Shares FA A1,B
12/1/93 Trust Shares A1,B
12/1/93 BayFunds U.S. Treasury Money Market
Portfolio
12/1/93 Investment Shares FA A1,B
12/1/93 Trust Shares FA A1,B
12/1/93 The Biltmore Funds
12/1/93 Biltmore Balanced Fund FA,SR A1,B,C2,D
12/1/93 Biltmore Equity Fund FA,SR A1,B,C2,D
12/1/93 Biltmore Fixed Income Fund FA,SR A1,B,C2,D
12/1/93 Biltmore Equity Index Fund FA,SR A1,B,C2,D
12/1/93 Biltmore Money Market Fund
12/1/93 Institutional Shares FA,SR A1,B,C2,D
12/1/93 Investment Shares FA,SR A1,B,C2,D
12/1/93 Biltmore Prime Cash Management Fund
Institutional Shares FA,SR A1,B,C2,D
12/1/93 Biltmore Quantitative Equity Fund FA,SR A1,B,C2,D
12/1/93 Biltmore Short-Term Fixed Income Fund FA,SR A1,B,C2,D
12/1/93 Biltmore Special Values Fund FA,SR A1,B,C2,D
12/1/93 Biltmore Tax-Free Money Market Fund
12/1/93 Institutional Shares FA,SR A1,B,C2,D
12/1/93 Investment Shares FA,SR A1,B,C2,D
12/1/93 Biltmore U.S. Treasury Money Market Fund
12/1/93 Institutional Shares FA,SR A1,B,C2,D
12/1/93 Investment Shares FA,SR A1,B,C2,D
12/1/93 The Biltmore Municipal Funds
12/1/93 South Carolina Municipal Bond Fund FA,SR A1,B,C2,D
12/1/93 The Boulevard Funds
12/1/93 Boulevard Blue Chip Growth Fund FA,SR A1,B,C1
12/1/93 Boulevard Managed Income Fund FA,SR A1,B,C1
12/1/93 Boulevard Managed Municipal Fund FA,SR A1,B,C1
12/1/93 Boulevard Strategic Balanced Fund FA,SR A1,B,C1
12/1/93 California Municipal Cash Trust FA,SR,CSP A,B,C,E
12/1/93 Cash Trust Series, Inc.
12/1/93 Government Cash Series FA,SR,CSP A,B,C,E
12/1/93 Municipal Cash Series FA,SR,CSP A,B,C,E
12/1/93 Prime Cash Series FA,SR,CSP A,B,C,E
12/1/93 Treasury Cash Series FA,SR,CSP A,B,C,E
12/1/93 Cash Trust Series II
12/1/93 Municipal Cash Series II FA,SR,CSP A,B,C,E
12/1/93 Treasury Cash Series II FA,SR,CSP A,B,C,E
12/1/93 DG Investor Series
12/1/93 DG Equity Fund FA,SR A1,B,C2,D
12/1/93 DG Government Income Fund FA,SR A1,B,C2,D
12/1/93 DG Limited Term Government Income Fund FA,SR A1,B,C2,D
12/1/93 DG Municipal Income Fund FA,SR A1,B,C2,D
12/1/93 DG U.S. Government Money Market Fund FA,SR A1,B,C2,D
12/1/93 Federated ARMs Fund
12/1/93 Institutional Service Shares FA,SR,CSP A,B,C,E
12/1/93 Institutional Shares FA,SR,CSP A,B,C,E
12/1/93 Federated Bond Fund FA,SR,CSP A,B,C,E
12/1/93 Federated Exchange Fund, Ltd. FA,SR,CSP A,B,C,E
12/1/93 Federated GNMA Trust
12/1/93 Institutional Service Shares FA,SR,CSP A,B,C,E
12/1/93 Institutional Shares FA,SR,CSP A,B,C,E
12/1/93 Federated Government Trust
12/1/93 Automated Government Cash Reserves FA,SR,CSP A,B,C,E
12/1/93 Automated Treasury Cash Reserves FA,SR,CSP A,B,C,E
12/1/93 U.S. Treasury Cash Reserves FA,SR,CSP A,B,C,E
12/1/93 Federated Growth Trust FA,SR,CSP A,B,C,E
12/1/93 Federated High Yield Trust FA,SR,CSP A,B,C,E
12/1/93 Federated Income Securities Trust
12/1/93 Federated Short-Term Income Fund
12/1/93 Institutional Service Shares FA,SR,CSP A,B,C,E
12/1/93 Institutional Shares FA,SR,CSP A,B,C,E
12/1/93 Intermediate Income Fund
12/1/93 Institutional Service Shares FA,SR,CSP A,B,C,E
12/1/93 Institutional Shares FA,SR,CSP A,B,C,E
12/1/93 Federated Income Trust
12/1/93 Institutional Service Shares FA,SR,CSP A,B,C,E
12/1/93 Institutional Shares FA,SR,CSP
12/1/93 Federated Index Trust
12/1/93 Max-Cap Fund
12/1/93 Institutional Service Shares FA,SR,CSP A,B,C,E
12/1/93 Institutional Shares FA,SR,CSP A,B,C,E
12/1/93 Mid-Cap Fund FA,SR,CSP A,B,C,E
12/1/93 Mini-Cap Fund FA,SR,CSP
12/1/93 Federated Intermediate Government Trust
12/1/93 Institutional Service Shares FA,SR,CSP A,B,C,E
12/1/93 Institutional Shares FA,SR,CSP A,B,C,E
12/1/93 Federated Investment Funds
12/1/93 Growth Portfolio FA,SR,CSP A,B,C,E
12/1/93 High Quality Bond Portfolio FA,SR,CSP A,B,C,E
12/1/93 Pennsylvania Intermediate Municipal
Income Portfolio FA,SR,CSP A,B,C,E
12/1/93 Value Equity Portfolio FA,SR,CSP A,B,C,E
12/1/93 Federated Master Trust FA,SR,CSP A,B,C,E
12/1/93 Federated Municipal Trust
12/1/93 Massachusetts Municipal Cash Trust
BayFund Shares FA,SR,CSP A,B,C,E
12/1/93 Institutional Service Shares FA,SR,CSP A,B,C,E
12/1/93 Minnesota Municipal Cash Trust
12/1/93 Cash Series Shares FA,SR,CSP A,B,C,E
12/1/93 Institutional Shares FA,SR,CSP A,B,C,E
12/1/93 Institutional Service FA,SR,CSP A,B,C,E
12/1/93 Ohio Municipal Cash Trust
12/1/93 Cash II Shares FA,SR,CSP A,B,C,E
12/1/93 Institutional Shares FA,SR,CSP A,B,C,E
12/1/93 Pennsylvania Municipal Cash Trust
12/1/93 Cash Series Shares FA,SR,CSP A,B,C,E
12/1/93 Institutional Service FA,SR,CSP A,B,C,E
12/1/93 Virginia Municipal Cash Trust
12/1/93 Federated Short-Intermediate Government
Trust
12/1/93 Institutional Service Shares FA,SR,CSP A,B,C,E
12/1/93 Institutional Shares FA,SR,CSP A,B,C,E
12/1/93 Federated Short-Intermediate Municipal Trust
12/1/93 Institutional Service Shares FA,SR,CSP A,B,C,E
12/1/93 Institutional Shares FA,SR,CSP A,B,C,E
12/1/93 Federated Short-Term U.S. Government Trust FA,SR,CSP A,B,C,E
12/1/93 Stock and Bond Fund, Inc.
12/1/93 Class A Shares FA,SR,CSP A,B,C,E
12/1/93 Class C Shares FA,SR,CSP A,B,C,E
12/1/93 Federated Stock Trust FA,SR,CSP A,B,C,E
12/1/93 Federated Tax-Free Trust FA,SR,CSP A,B,C,E
12/1/93 Financial Reserves Fund FA A1,B
12/1/93 First Priority Funds
12/1/93 First Priority Equity Fund
12/1/93 Investment Shares SR A1,B,C2,D
12/1/93 Trust Shares FA,SR A1,B,C2,D
12/1/93 First Priority Fixed Income Fund
12/1/93 Investment Shares FA,SR A1,B,C2,D
12/1/93 Trust Shares FA,SR A1,B,C2,D
12/1/93 First Priority Treasury Money Market Fund
12/1/93 Investment Shares FA,SR A1,B,C2,D
12/1/93 Trust Shares FA,SR A1,B,C2,D
12/1/93 First Priority Limited Maturity Government Fund FA,SR A1,B,C2,D
12/1/93 Fixed Income Securities, Inc.
12/1/93 Limited Term Fund
12/1/93 Fortress Shares FA,SR,CSP
A,B,C,E
12/1/93 Investment Shares FA,SR,CSP
A,B,C,E
12/1/93 Limited Term Municipal Fund
12/1/93 Fortress Shares FA,SR,CSP A,B,C,E
12/1/93 Investment Shares FA,SR,CSP
A,B,C,E
12/1/93 Multi-State Municipal Income Fund
FA,SR,CSP A,B,C,E
12/1/93 Limited Maturity Government Fund
FA,SR,CSP A,B,C,E
12/1/93 Fortress Adjustable Rate U.S.
Government Fund, Inc. FA,SR,CSP A,B,C,E
12/1/93 Fortress Municipal Income Fund, Inc. FA,SR,CSP A,B,C,E
12/1/93 Fortress Utility Fund, Inc. FA,SR,CSP A,B,C,E
12/1/93 FT Series, Inc.
12/1/93 International Equity Fund
12/1/93 Class C Shares
FA,SR,CSP A,B,C,E
12/1/93 International Income Fund
12/1/93 Class A Shares
FA,SR,CSP A,B,C,E
12/1/93 Class C Shares
FA,SR,CSP A,B,C,E
12/1/93 Fund for U.S. Government Securities, Inc.
12/1/93 Class A Shares
FA,SR,CSP A,B,C,E
12/1/93 Class C Shares
FA,SR,CSP A,B,C,E
12/1/93 Government Income Securities, Inc. FA,SR,CSP A,B,C,E
1/11/94 Insight Institutional Series, Inc.
1/11/94 Insight Adjustable Rate Mortgage
Fund FA,SR,CSP A,B,C,E
1/11/94 Insight Limited Term Income Fund
FA,SR,CSP A,B,C,E
1/11/94 Insight Limited Term Municipal Fund
FA,SR,CSP A,B,C,E
1/11/94 Insight U.S. Government Fund
FA,SR,CSP A,B,C,E
12/1/93 Intermediate Municipal Trust
12/1/93 Institutional Service Shares FA,SR,CSP A,B,C,E
12/1/93 Institutional Shares FA,SR,CSP A,B,C,E
12/1/93 Ohio Intermediate Municipal Trust FA,SR,CSP A,B,C,E
12/1/93 Pennsylvania Intermediate Municipal Trust FA,SR,CSP A,B,C,E
2/16/94 California Intermediate Municipal Trust FA,SR,CSP A,B,C,E
12/1/93 Investment Series Fund, Inc.
12/1/93 Capital Growth Fund
12/1/93 Investment Shares
(Schedules C2 & D are for IRM) FA,SR,CSP A,B,C,C2,D,E
12/1/93 Class A Shares
FA,SR,CSP A,B,C,E
12/1/93 Class C Shares
FA,SR,CSP A,B,C,E
12/1/93 Fortress Bond Fund FA,SR,CSP
A,B,C,E
12/1/93 Investment Series Trust
12/1/93 High Quality Stock Fund(Schedules C2
& D are for IRM) FA,SR,CSP A,B,C,C2,D,E
12/1/93 Municipal Securities Income Fund
FA,SR,CSP A,B,C,E
12/1/93 U.S. Government Bond Fund(Schedules
C2 & D are for IRM) FA,SR,CSP A,B,C,C2,D,E
12/1/93 Edward D. Jones & Co. Daily Passport Cash Trust FA,SR,CSP A,B,C,E
12/1/93 Liberty Equity Income Fund, Inc.
12/1/93 Class A Shares FA,SR,CSP
A,B,C,E
12/1/93 Class C Shares FA,SR,CSP
A,B,C,E
12/1/93 Fortress Shares FA,SR,CSP
A,B,C,E
12/1/93 Liberty High Income Bond Fund, Inc.
12/1/93 Class A Shares FA,SR,CSP
A,B,C,E
12/1/93 Class C Shares FA,SR,CSP
A,B,C,E
12/1/93 Liberty Municipal Securities Fund, Inc.
12/1/93 Class A Shares FA,SR,CSP
A,B,C,E
12/1/93 Class C Shares FA,SR,CSP
A,B,C,E
12/1/93 Liberty Term Trust, Inc. - 1999 FA,SR,CSP A,B,C,E
12/1/93 Liberty U.S. Government Money Market Trust FA,SR,CSP A,B,C,E
12/1/93 Liberty Utility Fund, Inc.
12/1/93 Class A Shares FA,SR,CSP
A,B,C,E
12/1/93 Class C Shares FA,SR,CSP
A,B,C,E
12/1/93 Liquid Cash Trust FA,SR,CSP A,B,C,E
12/1/93 Magna Funds CONTRACT TERMINATED 1/ /94
12/1/93 Magna Intermediate Government Fund
SR C2,D
12/1/93 Mark Twain Funds
12/1/93 Mark Twain Equity Portfolio
FA,SR A,B,C2,D
12/1/93 Mark Twain Fixed Income Portfolio
FA,SR A,B,C2,D
12/1/93 Mark Twain Government Money Market
Portfolio
12/1/93 Investment Shares
FA,SR A,B,C2,D
12/1/93 Trust Shares
FA,SR A,B,C2,D
12/1/93 Mark Twain Municipal Income
Portfolio FA,SR A,B,C2,D
12/1/93 Marshall Funds, Inc.
12/1/93 Marshall Government Income Fund
FA,SR A1,B,C2,D
12/1/93 Marshall Intermediate Bond Fund
FA,SR A1,B,C2,D
12/1/93 Marshall Money Market Fund
12/1/93 Investment Shares
FA,SR A1,B,C2,D
12/1/93 Trust Shares
FA,SR A1,B,C2,D
12/1/93 Marshall Short-Term Income Fund
FA,SR A1,B,C2,D
12/1/93 Marshall Stock Fund FA,SR
A1,B,C2,D
12/1/93 Marshall Tax-Free Money Market Fund
FA,SR A1,B,C2,D
12/1/93 Marshall Balanced Fund FA,SR
A1,B,C2,D
12/1/93 Marshall Equity Income Fund
FA,SR A1,B,C2,D
12/1/93 Marshall Mid-Cap Stock Fund
FA,SR A1,B,C2,D
12/1/93 Marshall Value Equity Fund
FA,SR A1,B,C2,D
12/1/93 Marshall Short-Intermediate Tax-free
Fund FA,SR A1,B,C2,D
12/1/93 Money Market Management, Inc.(Schedules
C2 & D are for IRM) FA,SR,CSP
A,B,C,C2,D,E
12/1/93 Money Market Trust FA,SR,CSP A,B,C,E
12/1/93 Money Market Obligations Trust
12/1/93 Government Obligations Fund
FA,SR,CSP A1,B,C,E
12/1/93 Prime Obligations Fund FA,SR,CSP
A1,B,C,E
12/1/93 Tax-Free Obligations Fund
FA,SR,CSP A1,B,C,E
12/1/93 Treasury Obligations Fund
FA,SR,CSP A1,B,C,E
12/1/93 Municipal Securities Income Trust
12/1/93 California Municipal Income Fund
12/1/93 Fortress Shares
FA,SR,CSP A,B,C,E
12/1/93 Florida Municipal Income Fund
FA,SR,CSP A,B,C,E
12/1/93 Maryland Municipal Income Fund
FA,SR,CSP A,B,C,E
12/1/93 Michigan Municipal Income Fund
FA,SR,CSP A,B,C,E
12/1/93 New Jersey Municipal Income Fund
FA,SR,CSP A,B,C,E
12/1/93 New York Municipal Income Fund
12/1/93 Fortress Shares
FA,SR,CSP A,B,C,E
12/1/93 Ohio Municipal Income Fund
12/1/93 Fortress Shares
FA,SR,CSP A,B,C,E
12/1/93 Trust Shares
FA,SR,CSP A,B,C,E
12/1/93 Pennsylvania Municipal Income Fund
12/1/93 Investment Shares
FA,SR,CSP A,B,C,E
12/1/93 Trust Shares
FA,SR,CSP A,B,C,E
12/1/93 Income shares
FA,SR,CSP A,B,C,E
12/1/93 Texas Municipal Income Fund
FA,SR,CSP A,B,C,E
12/1/93 Virginia Municipal Income Fund
FA,SR,CSP A,B,C,E
12/1/93 New York Municipal Cash Trust
12/1/93 Cash II Shares
FA,SR,CSP A,B,C,E
12/1/93 Institutional Service
Shares FA,SR,CSP A,B,C,E
12/1/93 The Planters Funds
12/1/93 Tennessee Tax-Free Bond Fund
FA,SR A1,B,C2,D
12/1/93 Portage Funds
12/1/93 Portage Government Money Market Fund
12/1/93 Investment Shares [INV.SH. MERGED
INTO TRUST SH. 2/1/94]
12/1/93 Trust Shares
SR C2,D
12/1/93 RIMCO Monument Funds
12/1/93 RIMCO Monument Bond Fund
FA,SR A,B,C2,D
12/1/93 RIMCO Monument Prime Money Market
Fund FA,SR A,B,C2,D
12/1/93 RIMCO Monument Stock Fund
FA,SR A,B,C2,D
12/1/93 RIMCO Monument U.S. Treasury Money
Market Fund FA,SR A,B,C2,D
12/1/93 Signet Select Funds
12/1/93 Maryland Municipal Bond Fund
12/1/93 Investment Shares
FA,SR A,B,C1
12/1/93 Trust Shares
FA,SR A,B,C1
12/1/93 Money Market Fund
12/1/93 Investment Shares
FA,SR A,B,C1
12/1/93 Trust Shares
FA,SR A,B,C1
12/1/93 Treasury Money Market Fund
12/1/93 Investment Shares
FA,SR A,B,C1
12/1/93 Trust Shares
FA,SR A,B,C1
12/1/93 U.S. Government Income Fund
12/1/93 Investment Shares
FA,SR A,B,C1
12/1/93 Trust Shares
FA,SR A,B,C1
12/1/93 Value Equity Fund
12/1/93 Investment Shares
FA,SR A,B,C1
12/1/93 Trust Shares
FA,SR A,B,C1
12/1/93 Virginia Municipal Bond Fund
12/1/93 Investment Shares
FA,SR A,B,C1
12/1/93 The Shawmut Funds
12/1/93 The Shawmut Fixed Income Fund
12/1/93 Investment Shares
FA,SR A,B,C2,D
12/1/93 Trust Shares
FA,SR A,B,C2,D
12/1/93 The Shawmut Growth Equity Fund
12/1/93
FA,SR A,B,C2,D
12/1/93 Trust Shares
FA,SR A,B,C2,D
12/1/93 The Shawmut Growth and Income Equity
Fund
12/1/93 Investment Shares
FA,SR A,B,C2,D
12/1/93 Trust Shares
FA,SR A,B,C2,D
12/1/93 The Shawmut Intermediate Government
Income Fund
12/1/93 Investment Shares
FA,SR A,B,C2,D
12/1/93 Trust Shares
FA,SR A,B,C2,D
12/1/93 The Shawmut Limited Term Income Fund
12/1/93 Investment Shares
FA,SR A,B,C2,D
12/1/93 Trust Shares
FA,SR A,B,C2,D
12/1/93 The Shawmut Prime Money Market Fund
12/1/93 Investment Shares
FA,SR A,B,C2,D
12/1/93 Trust Shares
FA,SR A,B,C2,D
12/1/93 The Shawmut Small Capitalization
Equity Fund
12/1/93 Investment Shares
FA,SR A,B,C2,D
12/1/93 Trust Shares
FA,SR A,B,C2,D
12/1/93 The Shawmut Connecticut Municipal
Money Market Fund
12/1/93 Investment Shares
FA,SR A,B,C2,D
12/1/93 Trust Shares
FA,SR A,B,C2,D
12/1/93 The Shawmut Connecticut Intermediate
Municipal Income Fund FA,SR A,B,C2,D
12/1/93 The Shawmut Massachusetts Municipal
Money Market Fund FA,SR A,B,C2,D
12/1/93 The Shawmut Massachusetts
Intermediate Municipal
Income Fund FA,SR A,B,C2,D
12/1/93 Star Funds
12/1/93 Star Prime Obligations Fund
FA,SR A,B,C2,D
12/1/93 Star Relative Value Fund
FA,SR A,B,C2,D
12/1/93 Star Tax-Free Money Market Fund
FA,SR A,B,C2,D
12/1/93 Star Treasury Fund FA,SR
A,B,C2,D
12/1/93 Star U.S. Government Income Fund
FA,SR A,B,C2,D
12/1/93 The Stellar Fund FA,SR
A,B,C2,D
12/1/93 Sunburst Funds
12/1/93 Sunburst Short-Intermediate
Government Bond Fund FA,ST A,B,C2,D
12/1/93 Tax-Free Instruments Trust
12/1/93 Institutional Service
Shares FA,SR,CSP A,B,C,E
12/1/93 Institutional Shares
FA,SR,CSP A,B,C,E
12/1/93 The Monitor Funds
12/1/93 The Monitor Fixed Income Securities Fund
12/1/93 Investment Shares
SR C1
12/1/93 Trust Shares
SR C1
12/1/93 The Monitor Growth Fund
12/1/93 Investment Shares
SR C1
12/1/93 Trust Shares
SR C1
12/1/93 The Monitor Income Equity Fund
SR C1
12/1/93 The Monitor Money Market Fund
12/1/93 Investment Shares
SR C1
12/1/93 Trust Shares
SR C1
12/1/93 The Monitor Mortgage Securities Fund
12/1/93 Investment Shares
SR C1
12/1/93 Trust Shares
SR C1
12/1/93 The Monitor Ohio Municipal Money Market Fund
12/1/93 Investment Shares
SR C1
12/1/93 Trust Shares
SR C1
12/1/93 The Monitor Ohio Tax-Free Fund
12/1/93 Investment Shares
SR C1
12/1/93 Trust Shares
SR C1
12/1/93 The Monitor Short/Intermediate Fixed Income
12/1/93 Securities Fund
SR C1
12/1/93 The Monitor U.S. Treasury Money Market Fund
12/1/93 Investment Shares
SR C1
12/1/93 Trust Shares
SR C1
12/1/93 The Starburst Funds
12/1/93 The Starburst Government Income Fund
FA,SR A,B,C2,D
12/1/93 The Starburst Government Money
Market Fund
12/1/93 Investment Shares
FA,SR A,B,C2,D
12/1/93 Trust Shares
FA,SR A,B,C2,D
12/1/93 The Starburst Money Market Fund
12/1/93 Investment Shares
FA,SR A,B,C2,D
12/1/93 Trust Shares
FA,SR A,B,C2,D
12/1/93 The Starburst Municipal Income Fund
FA,SR A,B,C2,D
12/1/93 The Starburst Funds II
12/1/93 The Starburst Quality Income Fund
FA,SR A,B,C2,D
12/1/93 Trademark Funds
12/1/93 Trademark Equity Fund FA,SR
A,B,C2,D
12/1/93 Trademark Government Income Fund
FA,SR A,B,C2,D
12/1/93 Trademark Kentucky Municipal Bond
Fund FA,SR A,B,C2,D
12/1/93 Trademark Short-Intermediate
Government Fund FA,SR A,B,C2,D
12/1/93 Trust for Financial Institutions
12/1/93 Government Qualifying Liquidity Fund
12/1/93 Institutional Service
Shares FA,SR,CSP A,B,C,E
12/1/93 Institutional Shares
FA,SR,CSP A,B,C,E
12/1/93 Short-Term Government Qualifying
Liquidity Fund
12/1/93 Institutional Service
Shares FA,SR,CSP A,B,C,E
12/1/93 Institutional Shares
FA,SR,CSP A,B,C,E
Government Money Market Fund
12/1/93 Institutional Service
Shares FA,SR,CSP A,B,C,E
12/1/93 Institutional Shares
FA,SR,CSP A,B,C,E
12/1/93 Trust for Government Cash Reserves FA,SR,CSP A,B,C,E
12/1/93 Trust for Short-Term
U.S. Government Securities FA,SR,CSP A,B,C,E
12/1/93 Trust for U.S. Treasury Obligations FA,SR,CSP A,B,C,E
12/1/93 Vulcan Funds
12/1/93 Vulcan Bond Fund FA,SR
A1,B,C2,D
12/1/93 Vulcan Stock Fund FA,SR
A1,B,C2,D
12/1/93 Vulcan Treasury Obligations Money
Market Fund FA,SR A1,B,C2,D
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 Fusiness trust company, having its principal place
of business at Federated Investors Tower, Pittsburgh,
Pennsylvania, 15222-3779, hereinafter called ("Company").
WITNESSETH: That in consideration of the mutual covenants
and agreements hereinafter contained, the parties hereto
agree as follows:
1. Employment of Custodian and Property to be Held by It
The Trust hereby employs the Custodian as the custodian
of the assets of each of the Funds of the Trust. Except
as otherwise expressly provided herein, the securities
and other assets of each of the Funds shall be segregated
from the assets of each of the other Funds and from all
other persons and entities. The Trust will deliver to
the Custodian all securities and cash owned by the Funds
and all payments of income, payments of principal or
capital distributions received by them with respect to
all securities owned by the Funds from time to time, and
the cash consideration received by them for shares
("Shares") of beneficial interest/capital stock of the
Funds as may be issued or sold from time to time. The
Custodian shall not be responsible for any property of
the Funds held or received by the Funds and not delivered
to the Custodian.
Upon receipt of "Proper Instructions" (within the meaning
of Section 2.18), the Custodian shall from time to time
employ one or more sub-custodians upon the terms
specified in the Proper Instructions, provided that the
Custodian shall have no more or less responsibility or
liability to the Trust or any of the Funds on account of
any actions or omissions of any sub-custodian so employed
than any such sub-custodian has to the Custodian.
2.
Duties of the Custodian With Respect to Property of the
Funds Held by the Custodian
2.1 Holding Securities. The Custodian shall hold and
physically segregate for the account of each Fund all
non-cash property, including all securities owned by
each Fund, other than securities which are maintained
pursuant to Section 2.12 in a clearing agency which
acts as a securities depository or in a book-entry
system authorized by the U.S. Department of the
Treasury, collectively referred to herein as
"Securities System", or securities which are subject
to a joint repurchase agreement with affiliated funds
pursuant to Section 2.14. The Custodian shall
maintain records of all receipts, deliveries and
locations of such securities, together with a current
inventory thereof, and shall conduct periodic
physical inspections of certificates representing
stocks, bonds and other securities held by it under
this Contract in such manner as the Custodian shall
determine from time to time to be advisable in order
to verify the accuracy of such inventory. With
respect to securities held by any agent appointed
pursuant to Section 2.11 hereof, and with respect to
securities held by any sub-custodian appointed
pursuant to Section 1 hereof, the Custodian may rely
upon certificates from such agent as to the holdings
of such agent and from such sub-custodian as to the
holdings of such sub-custodian, it being understood
that such reliance in no way relieves the Custodian
of its responsibilities under this Contract. The
Custodian will promptly report to the Trust the
results of such inspections, indicating any shortages
or discrepancies uncovered thereby, and take
appropriate action to remedy any such shortages or
discrepancies.
2.2 Delivery of Securities. The Custodian shall release
and deliver securities owned by a Fund held by the
Custodian or in a Securities System account of the
Custodian only upon receipt of Proper Instructions,
which may be continuing instructions when deemed
appropriate by the parties, and only in the following
cases:
(1) Upon sale of such securities for the account of a
Fund and receipt of payment therefor;
(2) Upon the receipt of payment in connection with
any repurchase agreement related to such
securities entered into by the Trust;
(3) In the case of a sale effected through a
Securities System, in accordance with the
provisions of Section 2.12 hereof;
(4) To the depository agent in connection with tender
or other similar offers for portfolio securities
of a Fund, in accordance with the provisions of
Section 2.17 hereof;
(5) To the issuer thereof or its agent when such
securities are called, redeemed, retired or
otherwise become payable; provided that, in any
such case, the cash or other consideration is to
be delivered to the Custodian;
(6) To the issuer thereof, or its agent, for transfer
into the name of a Fund or into the name of any
nominee or nominees of the Custodian or into the
name or nominee name of any agent appointed
pursuant to Section 2.11 or into the name or
nominee name of any sub-custodian appointed
pursuant to Section 1; or for exchange for a
different number of bonds, certificates or other
evidence representing the same aggregate face
amount or number of units; provided that, in any
such case, the new securities are to be delivered
to the Custodian;
(7) Upon the sale of such securities for the account
of a Fund, to the broker or its clearing agent,
against a receipt, for examination in accordance
with "street delivery custom"; provided that in
any such case, the Custodian shall have no
responsibility or liability for any loss arising
from the delivery of such securities prior to
receiving payment for such securities except as
may arise from the Custodian's own failure to act
in accordance with the standard of reasonable
care or any higher standard of care imposed upon
the Custodian by any applicable law or regulation
if such above-stated standard of reasonable care
were not part of this Contract;
(8) For exchange or conversion pursuant to any plan
of merger, consolidation, recapitalization,
reorganization or readjustment of the securities
of the issuer of such securities, or pursuant to
provisions for conversion contained in such
securities, or pursuant to any deposit agreement;
provided that, in any such case, the new
securities and cash, if any, are to be delivered
to the Custodian;
(9) In the case of warrants, rights or similar
securities, the surrender thereof in the exercise
of such warrants, rights or similar securities or
the surrender of interim receipts or temporary
securities for definitive securities; provided
that, in any such case, the new securities and
cash, if any, are to be delivered to the
Custodian;
(10)
For delivery in connection with any loans of
portfolio securities of a Fund, but only against
receipt of adequate collateral in the form of (a)
cash, in an amount specified by the Trust, (b)
certificated securities of a description
specified by the Trust, registered in the name of
the Fund or in the name of a nominee of the
Custodian referred to in Section 2.3 hereof or in
proper form for transfer, or (c) securities of a
description specified by the Trust, transferred
through a Securities System in accordance with
Section 2.12 hereof;
(11)
For delivery as security in connection with any
borrowings requiring a pledge of assets by a
Fund, but only against receipt of amounts
borrowed, except that in cases where additional
collateral is required to secure a borrowing
already made, further securities may be released
for the purpose;
(12)
For delivery in accordance with the provisions of
any agreement among the Trust or a Fund, the
Custodian and a broker-dealer registered under
the Securities Exchange Act of 1934, as amended,
(the "Exchange Act") and a member of The National
Association of Securities Dealers, Inc. ("NASD"),
relating to compliance with the rules of The
Options Clearing Corporation and of any
registered national securities exchange, or of
any similar organization or organizations,
regarding escrow or other arrangements in
connection with transactions for a Fund;
(13)
For delivery in accordance with the provisions of
any agreement among the Trust or a Fund, the
Custodian, and a Futures Commission Merchant
registered under the Commodity Exchange Act,
relating to compliance with the rules of the
Commodity Futures Trading Commission and/or any
Contract Market, or any similar organization or
organizations, regarding account deposits in
connection with transaction for a Fund;
(14)
Upon receipt of instructions from the transfer
agent ("Transfer Agent") for a Fund, for delivery
to such Transfer Agent or to the holders of
shares in connection with distributions in kind,
in satisfaction of requests by holders of Shares
for repurchase or redemption; and
(15)
For any other proper corporate purpose, but only
upon receipt of, in addition to Proper
Instructions, a certified copy of a resolution of
the Executive Committee of the Trust on behalf of
a Fund signed by an officer of the Trust and
certified by its Secretary or an Assistant
Secretary, specifying the securities to be
delivered, setting forth the purpose for which
such delivery is to be made, declaring such
purpose to be a proper corporate purpose, and
naming the person or persons to whom delivery of
such securities shall be made.
2.3
Registration of Securities. Securities held by the
Custodian (other than bearer securities) shall be
registered in the name of a particular Fund or in the
name of any nominee of the Fund or of any nominee of
the Custodian which nominee shall be assigned
exclusively to the Fund, unless the Trust has
authorized in writing the appointment of a nominee to
be used in common with other registered investment
companies affiliated with the Fund, or in the name or
nominee name of any agent appointed pursuant to
Section 2.11 or in the name or nominee name of any
sub-custodian appointed pursuant to Section 1. All
securities accepted by the Custodian on behalf of a
Fund under the terms of this Contract shall be in
"street name" or other good delivery form.
2.4
Bank Accounts. The Custodian shall open and maintain
a separate bank account or accounts in the name of
each Fund, subject only to draft or order by the
Custodian acting pursuant to the terms of this
Contract, and shall hold in such account or accounts,
subject to the provisions hereof, all cash received
by it from or for the account of each Fund, other
than cash maintained in a joint repurchase account
with other affiliated funds pursuant to Section 2.14
of this Contract or by a particular Fund in a bank
account established and used in accordance with
Rule 17f-3 under the Investment Company Act of 1940,
as amended, (the "1940 Act"). Funds held by the
Custodian for a Fund may be deposited by it to its
credit as Custodian in the Banking Department of the
Custodian or in such other banks or trust companies
as it may in its discretion deem necessary or
desirable; provided, however, that every such bank or
trust company shall be qualified to act as a
custodian under the 1940 Act and that each such bank
or trust company and the funds to be deposited with
each such bank or trust company shall be approved by
vote of a majority of the Board of Trustees/Directors
("Board") of the Trust. Such funds shall be
deposited by the Custodian in its capacity as
Custodian for the Fund and shall be withdrawable by
the Custodian only in that capacity. If requested by
the Trust, the Custodian shall furnish the Trust, not
later than twenty (20) days after the last business
day of each month, an internal reconciliation of the
closing balance as of that day in all accounts
described in this section to the balance shown on the
daily cash report for that day rendered to the Trust.
2.5 Payments for Shares. The Custodian shall make such
arrangements with the Transfer Agent of each Fund, as
will enable the Custodian to receive the cash
consideration due to each Fund and will deposit into
each Fund's account such payments as are received
from the Transfer Agent. The Custodian will provide
timely notification to the Trust and the Transfer
Agent of any receipt by it of payments for Shares of
the respective Fund.
2.6 Availability of Federal Funds. Upon mutual agreement
between the Trust and the Custodian, the Custodian
shall make federal funds available to the Funds as of
specified times agreed upon from time to time by the
Trust and the Custodian in the amount of checks,
clearing house funds, and other non-federal funds
received in payment for Shares of the Funds which are
deposited into the Funds' accounts.
2.7 Collection of Income.
(1) The Custodian shall collect on a timely basis all
income and other payments with respect to
registered securities held hereunder to which
each Fund shall be entitled either by law or
pursuant to custom in the securities business,
and shall collect on a timely basis all income
and other payments with respect to bearer
securities if, on the date of payment by the
issuer, such securities are held by the Custodian
or its agent thereof and shall credit such
income, as collected, to each Fund's custodian
account. Without limiting the generality of the
foregoing, the Custodian shall detach and present
for payment all coupons and other income items
requiring presentation as and when they become
due and shall collect interest when due on
securities held hereunder. The collection of
income due the Funds on securities loaned
pursuant to the provisions of Section 2.2 (10)
shall be the responsibility of the Trust. The
Custodian will have no duty or responsibility in
connection therewith, other than to provide the
Trust with such information or data as may be
necessary to assist the Trust in arranging for
the timely delivery to the Custodian of the
income to which each Fund is properly entitled.
(2) The Custodian shall promptly notify the Trust
whenever income due on securities is not
collected in due course and will provide the
Trust with monthly reports of the status of past
due income unless the parties otherwise agree.
2.8 Payment of Fund Moneys. Upon receipt of Proper
Instructions, which may be continuing instructions
when deemed appropriate by the parties, the Custodian
shall pay out moneys of each Fund in the following
cases only:
(1) Upon the purchase of securities, futures
contracts or options on futures contracts for the
account of a Fund but only (a) against the
delivery of such securities, or evidence of title
to futures contracts, to the Custodian (or any
bank, banking firm or trust company doing
business in the United States or abroad which is
qualified under the 1940 Act to act as a
custodian and has been designated by the
Custodian as its agent for this purpose)
registered in the name of the Fund or in the name
of a nominee of the Custodian referred to in
Section 2.3 hereof or in proper form for
transfer, (b) in the case of a purchase effected
through a Securities System, in accordance with
the conditions set forth in Section 2.12 hereof
or (c) in the case of repurchase agreements
entered into between the Trust and any other
party, (i) against delivery of the securities
either in certificate form or through an entry
crediting the Custodian's account at the Federal
Reserve Bank with such securities or (ii) against
delivery of the receipt evidencing purchase for
the account of the Fund of securities owned by
the Custodian along with written evidence of the
agreement by the Custodian to repurchase such
securities from the Fund;
(2) In connection with conversion, exchange or
surrender of securities owned by a Fund as set
forth in Section 2.2 hereof;
(3) For the redemption or repurchase of Shares of a
Fund issued by the Trust as set forth in Section
2.10 hereof;
(4) For the payment of any expense or liability
incurred by a Fund, including but not limited to
the following payments for the account of the
Fund: interest; taxes; management, accounting,
transfer agent and legal fees; and operating
expenses of the Fund, whether or not such
expenses are to be in whole or part capitalized
or treated as deferred expenses;
(5) For the payment of any dividends on Shares of a
Fund declared pursuant to the governing documents
of the Trust;
(6) For payment of the amount of dividends received
in respect of securities sold short;
(7) For any other proper purpose, but only upon
receipt of, in addition to Proper Instructions, a
certified copy of a resolution of the Executive
Committee of the Trust on behalf of a Fund
signed by an officer of the Trust and certified
by its Secretary or an Assistant Secretary,
specifying the amount of such payment, setting
forth the purpose for which such payment is to be
made, declaring such purpose to be a proper
purpose, and naming the person or persons to whom
such payment is to be made.
2.9 Liability for Payment in Advance of Receipt of
Securities Purchased. In any and every case where
payment for purchase of securities for the account of
a Fund is made by the Custodian in advance of receipt
of the securities purchased, in the absence of
specific written instructions from the Trust to so
pay in advance, the Custodian shall be absolutely
liable to the Fund for such securities to the same
extent as if the securities had been received by the
Custodian.
2.10
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 (Except those
listed below)
/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 COMPANIY
/s/ Jeannette Fisher-Garber______ By /s/ James J.
Dolan________________
Jeannette Fisher-Garber James J. Dolan
Secretary President
EXHIBIT 1
CONTRACT FEE
DATE INVESTMENT COMPANY
SCHEDULE
12/1/93 111 Corcoran Funds 2
12/1/93 111 Corcoran Bond Fund 2
12/1/93 111 Corcoran North Carolina Municipal Securities Fund 2
12/13/93 Alexander Hamilton Funds 2
12/13/93 Alexander Hamilton Government Income Fund 2
12/13/93 Alexander Hamilton Equity Growth and Income Fund 2
12/13/93 Alexander Hamilton Fund 2
12/1/93 American Leaders Fund, Inc. 1
12/1/93 Class A Shares 1
12/1/93 Class C Shares 1
12/1/93 Fortress Shares 1
12/1/93 Automated Cash Management Trust 1
12/1/93 Automated Government Money Trust 1
12/1/93 California Municipal Cash Trust 1
Cambridge Series Trust 1
Has a separate Cambridge Capital Growth Portfolio 1
contract with Class A 1
SSB - included Class B 1
for fee infor- Cambridge Government Income Portfolio 1
mation purposes Class A 1
only Class B 1
Cambridge Growth Portfolio 1
Class A 1
Class B 1
Cambridge Income and Growth Portfolio 1
Class A 1
Class B 1
Cambridge Municipal Income Portfolio 1
Class A 1
Class B 1
12/1/93 Cash Trust Series, Inc. 1
12/1/93 Government Cash Series 1
12/1/93 Municipal Cash Series 1
12/1/93 Prime Cash Series 1
12/1/93 Treasury Cash Series 1
12/1/93 Cash Trust Series II 1
12/1/93 Municipal Cash Series II 1
12/1/93 Treasury Cash Series II 1
12/1/93 DG Investor Series 2
12/1/93 DG Equity Fund 2
12/1/93 DG Government Income Fund 2
12/1/93 DG Limited Term Government Income Fund 2
12/1/93 DG Municipal Income Fund 2
12/1/93 DG U.S. Government Money Market Fund 2
12/1/93 Edward D. Jones & Co. Daily Passport Cash Trust 1
12/1/93 Federated ARMs Fund 1
12/1/93 Institutional Service Shares 1
12/1/93 Institutional Shares 1
12/1/93 Federated Bond Fund 1
12/1/93 Federated Exchange Fund, Ltd. 1
12/1/93 Federated GNMA Trust 1
12/1/93 Institutional Service Shares 1
12/1/93 Institutional Shares 1
12/1/93 Federated Government Trust 1
12/1/93 Automated Government Cash Reserves 1
12/1/93 Automated Treasury Cash Reserves 1
12/1/93 U.S. Treasury Cash Reserves 1
12/1/93 Federated Growth Trust 1
12/1/93 Federated High Yield Trust 1
12/1/93 Federated Income Securities Trust 1
12/1/93 Federated Short-Term Income Fund 1
12/1/93 Institutional Service Shares 1
12/1/93 Institutional Shares 1
12/1/93 Federated Income Trust 1
12/1/93 Institutional Service Shares 1
12/1/93 Institutional Shares 1
12/1/93 Federated Index Trust 1
12/1/93 Max-Cap Fund 1
12/1/93 Institutional Service Shares 1
12/1/93 Institutional Shares 1
12/1/93 Mid-Cap Fund 1
12/1/93 Mini-Cap Fund 1
12/1/93 Federated Intermediate Government Trust 1
12/1/93 Institutional Service Shares 1
12/1/93 Institutional Shares 1
12/1/93 Federated Investment Funds 1
12/1/93 Growth Portfolio 1
12/1/93 High Quality Bond Portfolio 1
12/1/93 Pennsylvania Intermediate Municipal Income Portfolio 1
12/1/93 Value Equity Portfolio 1
12/1/93 Federated Master Trust 1
12/1/93 Federated Municipal Trust 1
12/1/93 Alabama Municipal Cash Trust 1
12/1/93 Connecticut Municipal Cash Trust 1
12/1/93 Institutional Service Shares 1
12/1/93 Massachusetts Municipal Cash Trust 1
12/1/93 BayFund Shares 1
12/1/93 Institutional Service Shares 1
12/1/93 Minnesota Municipal Cash Trust 1
12/1/93 Cash Series Shares 1
12/1/93 Institutional Shares 1
12/1/93 New Jersey Municipal Cash Trust 1
12/1/93 Cash Series Shares 1
12/1/93 Institutional Shares 1
12/1/93 Institutional Service Shares 1
12/1/93 Ohio Municipal Cash Trust 1
12/1/93 Cash II Shares 1
12/1/93 Institutional Shares 1
12/1/93 Pennsylvania Municipal Cash Trust 1
12/1/93 Cash Series Shares 1
12/1/93 Institutional Service Shares 1
12/1/93 Virginia Municipal Cash Trust 1
12/1/93 Institutional Service Shares 1
12/1/93 Institutional Shares 1
12/1/93 Federated Short-Intermediate Government Trust 1
12/1/93 Institutional Service Shares 1
12/1/93 Institutional Shares 1
12/1/93 Federated Short-Intermediate Municipal Trust 1
12/1/93 Institutional Service Shares 1
12/1/93 Institutional Shares 1
12/1/93 Federated Short-Term U.S. Government Trust 1
12/1/93 Federated Stock Trust 1
12/1/93 Federated Tax-Free Trust 1
12/1/93 Financial Reserves Fund 1
Has a separate First Union Funds
contract with (*Not effective or currently not being offered) 1
SSB - included First Union Balanced Portfolio 1
for fee infor- Class B Investment Shares 1
mation purposes Class C Investment Shares 1
only Trust Shares 1
First Union Fixed Income Portfolio 1
Class B Investment Shares 1
Class C Investment Shares 1
Trust Shares 1
First Union Florida Municipal Bond Portfolio 1
Class B Investment Shares 1
Class C Investment Shares 1
Trust Shares* 1
First Union Georgia Municipal Bond Portfolio 1
Class B Investment Shares 1
Class C Investment Shares 1
Trust Shares* 1
First Union Insured Tax-Free Portfolio 1
Class B Investment Shares 1
Class C Investment Shares 1
Trust Shares* 1
First Union Managed Bond Portfolio 1
Class B Investment Shares 1
Class C Investment Shares 1
Trust Shares* 1
First Union Maryland Municipal Bond Portfolio* 1
Class B Investment Shares 1
Class C Investment Shares 1
Trust Shares 1
First Union Money Market Portfolio 1
Class B Investment Shares 1
Class C Investment Shares* 1
Trust Shares 1
First Union North Carolina Municipal Bond Portfolio 1
Class B Investment Shares 1
Class C Investment Shares 1
Trust Shares* 1
First Union South Carolina Municipal Bond Portfolio 1
Class B Investment Shares 1
Class C Investment Shares 1
Trust Shares* 1
First Union Tax-Free Money Market Portfolio 1
Class B Investment Shares 1
Class C Investment Shares* 1
Trust Shares 1
First Union Tennessee Municipal Bond Portfolio* 1
Class B Investment Shares 1
Class C Investment Shares 1
Trust Shares 1
First Union Treasury Money Market Portfolio 1
Class B Investment Shares 1
Class C Investment Shares* 1
Trust Shares 1
First Union U.S. Government Portfolio 1
Class B Investment Shares 1
Class C Investment Shares 1
Trust Shares 1
First Union Utility Portfolio 1
Class B Investment Shares 1
Class C Investment Shares 1
Trust Shares* 1
First Union Value Portfolio 1
Class B Investment Shares 1
Class C Investment Shares 1
Trust Shares 1
First Union Virginia Municipal Bond Portfolio 1
Class B Investment Shares 1
Class C Investment Shares 1
Trust Shares* 1
12/1/93 Fixed Income Securities, Inc. 1
12/1/93 Limited Term Fund 1
12/1/93 Fortress Shares 1
12/1/93 Investment Shares 1
12/1/93 Limited Term Municipal Fund 1
12/1/93 Fortress Shares 1
12/1/93 Investment Shares 1
12/1/93 Multi-State Municipal Income Fund 1
12/1/93 Limited Maturity Government Fund 1
12/1/93 Fortress Adjustable Rate U.S. Government Fund, Inc. 1
12/1/93 Fortress Municipal Income Fund, Inc. 1
12/1/93 Fortress Utility Fund, Inc. 1
12/1/93 FT Series, Inc. 1
12/1/93 International Equity Fund 1
12/1/93 Class A Shares 1
12/1/93 Class C Shares 1
12/1/93 International Income Fund 1
12/1/93 Class A Shares 1
12/1/93 Class C Shares 1
12/1/93 Fund for U.S. Government Securities, Inc. 1
12/1/93 Class A Shares 1
12/1/93 Class C Shares 1
12/1/93 Government Income Securities, Inc. 1
Separate contract Independence One Mutual Funds
with SSB - (*Fund not effective or currently on hold). 1
included for Independence One Equity Fund* 1
fee information Investment Shares 1
purposes only Trust Shares 1
Independence One Michigan Municipal Cash Fund 1
Investment Shares 1
Trust Shares* 1
Independence One Prime Money Market Fund 1
Investment Shares 1
Trust Shares* 1
Independence One U.S. Government Securities Fund 1
Investment Shares 1
Trust Shares 1
Independence One U.S. Treasury Money Market
Fund 1
1/11/94 Insight Institutional Series, Inc.
1/11/94 Insight Adjustable Rate Mortgage Fund 1
1/11/94 Insight Limited Term Income Fund 1
1/11/94 Insight Limited Term Municipal Fund 1
1/11/94 Insight U.S. Government Fund 1
12/1/93 Intermediate Municipal Trust 1
12/1/93 Intermediate Municipal Trust 1
12/1/93 Institutional Service Shares 1
12/1/93 Institutional Shares 1
12/1/93 Ohio Intermediate Municipal Trust 1
12/1/93 Pennsylvania Intermediate Municipal Trust 1
2/16/94 California Intermediate Municipal Trust 1
12/1/93 Investment Series Fund, Inc. 1
12/1/93 Capital Growth Fund 1
12/1/93 Investment Shares 1
12/1/93 Class A Shares 1
12/1/93 Class C Shares 1
12/1/93 Fortress Bond Fund 1
12/1/93 Investment Series Trust 1
12/1/93 High Quality Stock Fund 1
12/1/93 Municipal Securities Income Fund 1
12/1/93 U.S. Government Bond Fund 1
12/1/93 Liberty Equity Income Fund, Inc. 1
12/1/93 Class A Shares 1
12/1/93 Class C Shares 1
12/1/93 Fortress Shares 1
12/1/93 Liberty High Income Bond Fund, Inc. 1
12/1/93 Class A Shares 1
12/1/93 Class C Shares 1
12/1/93 Liberty Municipal Securities Fund, Inc. 1
12/1/93 Class A Shares 1
12/1/93 Class C Shares 1
12/1/93 Liberty Term Trust, Inc. - 1999 1
12/1/93 Liberty U.S. Government Money Market Trust 1
12/1/93 Liberty Utility Fund, Inc. 1
12/1/93 Class A Shares 1
12/1/93 Class C Shares 1
12/1/93 Liquid Cash Trust 1
12/1/93 Money Market Management, Inc. 1
12/1/93 Money Market Trust 1
12/1/93 Money Market Obligations Trust 1
12/1/93 Government Obligations Fund 1
12/1/93 Prime Obligations Fund 1
12/1/93 Tax-Free Obligations Fund 1
12/1/93 Treasury Obligations Fund 1
12/1/93 Municipal Securities Income Trust 1
12/1/93 California Municipal Income Fund 1
12/1/93 Fortress Shares 1
12/1/93 Florida Municipal Income Fund 1
12/1/93 Maryland Municipal Income Fund 1
12/1/93 Michigan Municipal Income Fund 1
12/1/93 New Jersey Municipal Income Fund 1
12/1/93 New York Municipal Income Fund 1
12/1/93 Fortress Shares 1
12/1/93 Ohio Municipal Income Fund 1
12/1/93 Fortress Shares 1
12/1/93 Trust Shares 1
12/1/93 Pennsylvania Municipal Income Fund 1
12/1/93 Investment Shares 1
12/1/93 Trust Shares 1
12/1/93 Income shares 1
12/1/93 Texas Municipal Income Fund 1
12/1/93 Virginia Municipal Income Fund 1
12/1/93 New York Municipal Cash Trust 1
12/1/93 Cash II Shares 1
12/1/93 Institutional Service Shares 1
12/1/93 Portage Funds 2
12/1/93 Portage Government Money Market Fund 2
12/1/93 Investment Shares 2
12/1/93 Trust Shares 2
12/1/93 SouthTrust Vulcan Funds 2
12/1/93 Bond Fund 2
12/1/93 Stock Fund 2
12/1/93 Treasury Obligations Money Market Fund 2
12/1/93 Stock and Bond Fund, Inc. 1
12/1/93 Class A Shares 1
12/1/93 Class C Shares 1
12/1/93 Tax-Free Instruments Trust 1
12/1/93 Institutional Service Shares 1
12/1/93 Institutional Shares 1
12/1/93 The Boulevard Funds 2
12/1/93 Boulevard Blue Chip Growth Fund 2
12/1/93 Boulevard Managed Income Fund 2
12/1/93 Boulevard Managed Municipal Fund 2
12/1/93 Boulevard Strategic Balanced Fund 2
12/1/93 The Planters Funds 2
12/1/93 Tennessee Tax-Free Bond Fund 2
Has a separate Tower Mutual Funds 1
contract with Tower U.S. Government Income Fund 1
SSB - included Tower Capital Appreciation Fund 1
for fee infor- Tower Cash Reserve Fund 1
mation purposes Tower Louisiana Municipal Income Fund 1
only Tower Total Return Bond Fund 1
Tower U.S. Treasury Money Market Fund 1
12/1/93 Trademark Funds 2
12/1/93 Trademark Equity Fund 2
12/1/93 Trademark Government Income Fund 2
12/1/93 Trademark Kentucky Municipal Bond Fund 2
12/1/93 Trademark Short-Intermediate Government Fund 2
12/1/93 Trust for Financial Institutions 1
12/1/93 Government Qualifying Liquidity Fund 1
12/1/93 Institutional Service Shares 1
12/1/93 Institutional Shares 1
12/1/93 Short-Term Government Qualifying Liquidity Fund 1
12/1/93 Institutional Service Shares 1
12/1/93 Institutional Shares 1
12/1/93 Government Money Market Fund 1
12/1/93 Institutional Service Shares 1
12/1/93 Institutional Shares 1
12/1/93 Trust for Government Cash Reserves 1
12/1/93 Trust for Short-Term U.S. Government Securities 1
12/1/93 Trust for U.S. Treasury Obligations 1
Has separate Vision Fiduciary Funds, Inc. 1
contracts with Vision Fiduciary Money Market Fund 1
SSB - included Vision Group of Funds, Inc. 1
for fee informa- Vision Growth and Income Fund 1
tion purposes Vision Money Market Fund 1
only Vision New York Tax-Free Fund 1
Vision New York Tax-Free Money Market Fund 1
Vision Treasury Money Market Fund 1
Vision U.S. Government Securities Fund 1
Schedule 1
STATE STREET BANK
CUSTODY /
PORTFOLIO RECORD KEEPING
FEE SCHEDULE
Federated Investors
_ Federated Funds _
I. Custody Services
Maintain Custody of fund assets. Settle portfolio purchases and sales.
Report buy and sell fails. Determine and collect portfolio income.
Make cash disbursements and report cash transactions. Monitor corporate
actions.
ANNUAL FEES
ASSET
First $500 Million 1.0 Basis Point
Excess .5 Basis Point
Minimum fee per year $15,000
Maximum fee per year $90,000
Wire Fees $2.70 per wire
Settlements:
Each DTC Commercial Paper $9.00
Each DTC Transaction $9.00
Each Federal Reserve Book Entry Transaction (Repo) $4.50
Each Repo with Banks Other than State Street Bank $7.50
Each Physical Transaction (NY/Boston, Private Placement) $21.75
Each Option Written/Exercised/Expired $18.75
Each Stock Loan Transaction $12.00
Each Book Entry Muni (Sub-custody) Transaction $15.00
Index Fund/ETD Cost + 15%
II. Portfolio Record keeping / Fund Accounting Services
Maintain investment ledgers, provide selected portfolio transactions,
position and income reports. Maintain general ledger and capital stock
accounts. Prepare daily trial balance. Provide selected general ledger
reports. Calculate net asset value daily. Securities yield or market
value quotations will be provided to State Street by the fund or via
State Street Bank automated pricing services.
ANNUAL FEES
ASSET
First $250 Million 2.0 Basis
Points Next $250 Million 1.5Basis Points
Next $250 Million 1.0 Basis Point
Excess .5 Basis Point
Minimum fee per year $39,000
Maximum fee per year $120,000
Additional class of shares per year $12,000
III. Multicurrency Horizon Remote Service
July 1, 1993 - July 1, 1995 No Charge
Post July 1, 1995 $5,000 per portfolio per year
$ 500 per portfolio per year
for each additional
class
IV. Out-Of-Pocket Expenses
Pricing Fees
Telephone
Postage & Insurance
Armored carrier costs
Legal fees
Supplies related to fund records
Processing validation certificates
Forms, envelopes, Xerox copies, supplies, etc.
Travel and setup expenses related to Horizon Remote
Lease and multiplex switching lines related to Horizon Remote
V. Special Services
Fees for activities of a non-recurring nature such as fund consolidation
or reorganization, extraordinary security shipments and the preparation
of special reports will be subject to negotiation.
VI. Coupon Clipping
Monitoring for calls and processing for each monthly issue held
Monthly Charge $5.00
VII. Balance Credit
A balance credit equal to 75% of the average balance in the custodian
account for the month billed times the 30-day T-Bill Rate on the last
Monday of the month billed will be applied against Section I through V
above.
VIII. Term of the Contract
The parties agree that this fee schedule shall become effective June 1,
1993 and will remain in effect until it is revised as a result of
negotiations initiated by either party.
FEDERATED SERVICES CO. STATE STREET BANK & TRUST CO.
By James J. Dolan By: Frank J. Sidoti, Jr.
President Vice President
January 24, 1994 December 15, 1993
Schedule 2
STATE STREET BANK
CUSTODY FEE SCHEDULE
Federated Investors
_ Bank Proprietary Funds _
I. Custody Services
Maintain Custody of fund assets. Settle portfolio purchases and sales.
Report buy and sell fails. Determine and collect portfolio income. Make
cash disbursements and report cash transactions. Monitor corporate
actions.
ANNUAL FEES
ASSET
First $500 Million 1.0 Basis Point
Excess .5 Basis Point
Minimum fee per year $15,000
Wire Fees $2.70 per wire
Settlements: Each DTC Commercial Paper $9.00
Each DTC Transaction $9.00
Each Federal Reserve Book Entry Transaction (Repo) $4.50
Each Repo with Banks Other than State Street Bank $7.50
Each Physical Transaction (NY/Boston, Private Placement) $21.75
Each Option Written/Exercised/Expired $18.75
Each Stock LoanTransaction $12.00
Each Book Entry Muni (Sub-custody) Transaction $15.00
Index Fund/ETD Cost + 15%
II. Multicurrency Horizon Remote Service
July 1, 1993 - July 1, 1995 No Charge
Post July 1, 1995 $5,000 per
portfolio per year $ 500 per
portfolio per year for each
additional
class
III. Out-Of-Pocket Expenses
Telephone
Postage & Insurance
Armored carrier costs
Legal fees
Supplies related to fund records
Processing validation certificates
Forms, envelopes, Xerox copies, supplies, etc.
IV. Special Services
Fees for activities of a non-recurring nature such as fund consolidation
or reorganization, extraordinary security shipments and the preparation
of special reports will be subject to negotiation.
V. Coupon Clipping
Monitoring for calls and processing for each monthly issue held
Monthly Charge $5.00
VI. Balance Credit
A balance credit equal to 75% of the average balance in the custodian
account for the month billed times the 30-day T-Bill Rate on the last
Monday of the month billed will be applied against Section I through IV
above.
VII. Term of the Contract
The parties agree that this fee schedule shall become effective June 1,
1993 and will remain in effect until it is revised as a result of
negotiations initiated by either party.
FEDERATED SERVICES CO. STATE STREET BANK & TRUST CO.
By James J. Dolan By: Frank J. Sidoti, Jr.
President Vice President
January 24, 1994 December 15, 1993
