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<PAGE> PAGE 2
012 A000001 FEDERATED SHAREHOLDER SERVICES COMPANY
012 B000001 84-1869
012 C010001 PITTSBURGH
012 C020001 PA
012 C030001 15222
012 C040001 3779
013 A000001 ARTHUR ANDERSEN LLP
013 B010001 PITTSBURGH
013 B020001 PA
013 B030001 15222
015 A000001 STATE STREET BANK AND TRUST COMPANY
015 B000001 C
015 C010001 BOSTON
015 C020001 MA
015 C030001 02266
015 C040001 8600
015 E010001 X
015 A000002 PNC BANK, NA
015 B000002 S
015 C010002 PITTSBURGH
015 C020002 PA
015 C030002 15265
015 E010002 X
015 A000003 NATIONSBANK OF NORTH CAROLINA
015 B000003 S
015 C010003 CHARLOTTE
015 C020003 NC
015 C030003 28255
015 E010003 X
015 A000004 MORGAN GUARANTY BANK & TRUST CO.
015 B000004 S
015 C010004 NEW YORK
015 C020004 NY
015 C030004 10015
015 E010004 X
015 A000005 THE CHASE MANHATTAN CORPORATION
015 B000005 S
015 C010005 NEW YORK
015 C020005 NY
015 C030005 10006
015 E010005 X
015 A000006 BANK OF NEW YORK
015 B000006 S
015 C010006 NEW YORK
015 C020006 NY
015 C030006 10006
015 E010006 X
015 A000007 BANKERS TRUST CO.
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015 C010007 NEW YORK
015 C020007 NY
<PAGE> PAGE 3
015 C030007 10015
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022 B000001 13-1912900
022 C000001 483
022 D000001 0
022 A000002 PAINE WEBBER, INC
022 B000002 13-2638166
022 C000002 10115
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022 A000003 MERRILL LYNCH PIERCE
022 B000003 13-5674085
022 C000003 1284
022 D000003 5763
022 A000004 INTERFUND TRANSFER
022 C000004 0
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022 A000006 DLJ CAPITAL MARKETS
022 B000006 13-2741729
022 C000006 10648
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022 A000007 CHASE MANHATTAN INC.
022 B000007 13-2633612
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022 C000008 23443
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022 B000009 13-4942190
022 C000009 1021
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022 A000010 B.Z.W. SECURITIES
<PAGE> PAGE 4
022 C000010 3083
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<PAGE> PAGE 5
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<PAGE> PAGE 6
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SIGNATURE S. ELLIOT COHAN
TITLE ASST. GEN COUNSEL
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000771520
<NAME> Federated U.S. Government Bond Fund
<SERIES>
<NUMBER> 001
<NAME> Federated U.S. Government Bond Fund
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-END> AUG-31-1998
<INVESTMENTS-AT-COST> 103,337,132
<INVESTMENTS-AT-VALUE> 112,934,274
<RECEIVABLES> 1,457,316
<ASSETS-OTHER> 2,951,356
<OTHER-ITEMS-ASSETS> 8,990
<TOTAL-ASSETS> 117,351,936
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 647,891
<TOTAL-LIABILITIES> 647,891
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 106,197,135
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (2,495)
<ACCUMULATED-NET-GAINS> 912,263
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 9,597,142
<NET-ASSETS> 116,704,045
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 5,397,211
<OTHER-INCOME> 0
<EXPENSES-NET> (750,968)
<NET-INVESTMENT-INCOME> 4,646,243
<REALIZED-GAINS-CURRENT> 1,097,066
<APPREC-INCREASE-CURRENT> 7,077,402
<NET-CHANGE-FROM-OPS> 12,820,711
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (4,648,738)
<DISTRIBUTIONS-OF-GAINS> (2,169,264)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 9,041,298
<NUMBER-OF-SHARES-REDEEMED> (5,436,280)
<SHARES-REINVESTED> 339,760
<NET-CHANGE-IN-ASSETS> 48,062,899
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 1,984,461
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 527,474
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,044,918
<AVERAGE-NET-ASSETS> 87,912,288
<PER-SHARE-NAV-BEGIN> 10.300
<PER-SHARE-NII> 0.560
<PER-SHARE-GAIN-APPREC> 1.010
<PER-SHARE-DIVIDEND> (0.560)
<PER-SHARE-DISTRIBUTIONS> (0.310)
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 11.000
<EXPENSE-RATIO> 0.85
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
Item 77Q
Amendments to Bylaws
Federated U.S. Government Bond Fund
Amendment #4
to the By-Laws
(effective February 23, 1998)
Delete Sections 1, 2 and 3 of Article I, OFFICERS AND THEIR ELECTION, and
replace with:
Section 1. Officers. The Officers of the Trust shall be a
President, one or more Vice Presidents, a Treasurer, and a
Secretary. The Board of Trustees, in its discretion, may also
elect or appoint a Chairman of the Board of Trustees (who must be
a Trustee) and other Officers or agents, including one or more
Assistant Vice Presidents, one or more Assistant Secretaries, and
one or more Assistant Treasurers. A Vice President, the
Secretary or the Treasurer may appoint an Assistant Vice
President, an Assistant Secretary or an Assistant Treasurer,
respectively, to serve until the next election of Officers. Two
or more offices may be held by a single person except the offices
of President and Vice President may not be held by the same
person concurrently. It shall not be necessary for any Trustee
or any Officer to be a holder of shares in any Series or Class of
the Trust.
Section 2. Election of Officers. The Officers shall be elected
annually by the Trustees. Each Officer shall hold office for one
year and until the election and qualification of his successor,
or until earlier resignation or removal. The Chairman of the
Board of Trustees, if there is one, shall be elected annually by
and from the Trustees, and serve until a successor is so elected
and qualified, or until earlier resignation or removal.
Section 3. Resignations and Removals and Vacancies. Any Officer
of the Trust may resign at any time by filing a written
resignation with the Board of Trustees (or Chairman of the
Trustees, if there is one), with the President, or with the
Secretary. Any such resignation shall take effect at the time
specified therein or, if no time is specified, at the time of
receipt. Unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
Any Officer elected by the Board of Trustees or whose appointment
has been ratified by the Board of Trustees may be removed with or
without cause at any time by a majority vote of all of the
Trustees. Any other employee of the Trust may be removed or
dismissed at any time by the President. Any vacancy in any of
the offices, whether by resignation, removal or otherwise, may be
filled for the unexpired portion of the term by the President. A
vacancy in the office of Assistant Vice President may be filled
by a Vice President; in the office of Assistant Secretary by the
Secretary; or in the office of Assistant Treasurer by the
Treasurer. Any appointment to fill any vacancy shall serve
subject to ratification by the Board of Trustees at its next
regular meeting.
Federated U.S. Government Bond Fund
Amendment #5
to the By-Laws
(effective February 27, 1998)
Delete Section 5 Proxies of Article IV Shareholders' Meetings, and replace
with the following:
Section 5. Proxies. Any shareholder entitled to vote at any
meeting of shareholders may vote either in person, by telephone,
by electronic means including facsimile, or by proxy, but no
proxy which is dated more than six months before the meeting
named therein shall be accepted unless otherwise provided in the
proxy. Every proxy shall be in writing, subscribed by the
shareholder or his duly authorized agent or be in such other form
as may be permitted by law, including documents conveyed by
electronic transmission. Every proxy shall be dated, but need
not be sealed, witnessed or acknowledged. The placing of a
shareholder's name on a proxy or authorizing another to act as
the shareholder's agent, pursuant to telephone or electronically
transmitted instructions obtained in accordance with procedures
reasonably designed to verify that such instructions have been
authorized by such shareholder, shall constitute execution of a
proxy by or on behalf of such shareholder. Where Shares are held
of record by more than one person, any co-owner or co-fiduciary
may execute the proxy or give authority to an agent, unless the
Secretary of the Trust is notified in writing by any co-owner or
co-fiduciary that the joinder of more than one is to be required.
All proxies shall be filed with and verified by the Secretary or
an Assistant Secretary of the Trust, or the person acting as
Secretary of the Meeting. Unless otherwise specifically limited
by their term, all proxies shall entitle the holders thereof to
vote at any adjournment of such meeting but shall not be valid
after the final adjournment of such meeting.
Federated U.S. Government Bond Fund
Amendment #6
to the By-Laws
(effective May 12, 1998)
Strike Section 3 - Place of Meeting of Article IV - Shareholders' Meetings
and replace it with the following:
Section 3. Place of Meeting. Meetings of the shareholders of
the Trust or a particular Series or Class shall be held at such
place within or without The Commonwealth of Massachusetts as may
be fixed from time to time by resolution of the Trustees.
Strike Section 6 - Place of Meeting of Article V - Trustees' Meetings
and replace it with the following:
Section 6. Place of Meeting. Meetings of the Trustees shall be
held at such place within or without The Commonwealth of
Massachusetts as fixed from time to time by resolution of the
Trustees, or as the person or persons requesting said meeting to
be called may designate, but any meeting may adjourn to any other
place.
Federated U.S. Government Bond Fund
Amendment No. 3
to the By-Laws
Effective November 18, 1997
Delete Article III, Section 7 and replace with the following:
Action by Consent of the Board of Trustees, Executive Committee or Other
Committee. Subject to Article V, Section 2 of these By-Laws, any action
required or permitted to be taken at any meeting of the Trustees,
Executive Committee or any other duly appointed Committee may be taken
without a meeting if consents in writing setting forth such action are
signed by all members of the Board or such committee and such consents
are filed with the records of the Trust. In the event of the death,
removal, resignation or incapacity of any Board or committee member prior
to that Trustee signing such consent, the remaining Board or committee
members may re-constitute themselves as the entire Board or committee
until such time as the vacancy is filled in order to fulfill the
requirement that such consents be signed by all members of the Board of
committee.
FEDERATED U.S. GOVERNMENT BOND FUND
BY-LAWS
AS RESTATED AND AMENDED
(Effective August 30, 1993)
FEDERATED U.S. GOVERNMENT BOND FUND
OUTLINE OF BY-LAWS
ARTICLE I 1
OFFICERS AND THEIR ELECTION 1
Officers 1
Election of Officers 1
Resignations and Removals and Vacancies 1
ARTICLE II 1
POWERS AND DUTIES OF TRUSTEES AND OFFICERS 1
Trustees 1
Chairman of the Trustees ("Chairman") 1
President 1
Vice President 1
Secretary 2
Treasurer 2
Assistant Vice President 2
Assistant Secretaries and Assistant Treasurers 2
Salaries 2
ARTICLE III 2
POWERS AND DUTIES OF THE 2
Executive and Other Committees 2
Vacancies in Executive Committee 2
Executive Committee to Report to Trustees 3
Procedure of Executive Committee 3
Powers of Executive Committee 3
Compensation 3
Informal Action by Executive Committee or Other Committee
3
ARTICLE IV 3
SHAREHOLDERS' MEETINGS 3
Special Meetings 3
Notices 3
Place of Meetings 3
Action by Consent 4
Proxies 4
ARTICLE V 4
TRUSTEES' MEETINGS 4
Number and Qualifications of Trustees 4
Special Meetings 4
Regular Meetings 4
Quorum and Vote 4
Notices 4
Place of Meeting 4
Telephonic Meeting 5
Special Action 5
Action by Consent 5
Compensation of Trustees 5
ARTICLE VI 5
SHARES OF BENEFICIAL INTEREST 5
Certificates 5
Transfer of Shares 5
Equitable Interest Not Recognized 5
Lost, Destroyed or Mutilated Certificates 5
Transfer Agent and Registrar Regulations 6
ARTICLE VII 6
INSPECTION OF BOOKS 6
ARTICLE VIII 6
AGREEMENTS, CHECKS, DRAFTS, ENDORSEMENTS, ETC. 6
Agreements, Etc. 6
Checks, Drafts, Etc. 6
Endorsements, Assignments and Transfer of Securities 6
Evidence of Authority 6
ARTICLE IX 7
SEAL 7
ARTICLE X 7
FISCAL YEAR 7
ARTICLE XI 7
AMENDMENTS 7
ARTICLE XII 7
WAIVERS OF NOTICE 7
ARTICLE XIII 7
REPORT TO SHAREHOLDERS 7
ARTICLE XIV 8
BOOKS AND RECORDS 8
ARTICLE XV 8
TERMS 8
BY-LAWS
of
FEDERATED U.S. GOVERNMENT BOND FUND
ARTICLE I
OFFICERS AND THEIR ELECTION
Section 1. Officers. The officers of the Trust shall be a Chairman
of the Trustees, a President, one or more Vice Presidents, a Treasurer, a
Secretary and such other officers as the Trustees may from time to time
elect. It shall not be necessary for any Trustee or other officer to be
a holder of shares in any Series or Class of the Trust.
Section 2. Election of Officers. The President, Vice President(s),
Treasurer and Secretary shall be chosen annually by the Trustees. The
Chairman of the Trustees shall be chosen annually by and from the Trustees.
Two or more offices may be held by a single person except the
offices of President and Secretary. The officers shall hold office until
their successors are chosen and qualified.
Section 3. Resignations and Removals and Vacancies. Any officer of
the Trust may resign by filing a written resignation with the Chairman of
the Trustees or with the Trustees or with the Secretary, which shall take
effect on being so filed or at such time as may be therein specified. The
Trustees may remove any officer, with or without cause, by a majority vote
of all of the Trustees. The Trustees may fill any vacancy created in any
office whether by resignation, removal or otherwise.
ARTICLE II
POWERS AND DUTIES OF TRUSTEES AND OFFICERS
Section 1. Trustees. The business and affairs of the Trust shall be
managed by the Trustees, and they shall have all powers necessary and
desirable to carry out that responsibility.
Section 2. Chairman of the Trustees ("Chairman"). The Chairman
shall be the chief executive officer of the Trust. He shall have general
supervision over the business of the Trust and policies of the Trust. He
shall employ and define the duties of all employees of the Trust, shall
have power to discharge any such employees, shall exercise general
supervision over the affairs of the Trust and shall perform such other
duties as may be assigned to him from time to time by the Trustees. He
shall preside at the meetings of shareholders and of the Trustees. The
Chairman shall appoint a Trustee or officer to preside at such meetings
in his absence.
Section 3. President. The President, in the absence of the
Chairman, shall perform all duties and may exercise any of the powers of
the Chairman subject to the control of the other Trustees. He shall
counsel and advise the Chairman on matters of major importance and shall
perform such other duties as may be assigned to him from time to time by
the Trustees, the Chairman or the Executive Committee.
Section 4. Vice President. The Vice President (or if more than
one, the senior Vice President) in the absence of the President shall
perform all duties and may exercise any of the powers of the President
subject to the control of the Trustees. Each Vice President shall
perform such other duties as may be assigned to him from time to time by
the Trustees, the Chairman or the Executive Committee.
Section 5. Secretary. The Secretary shall keep or cause to be kept
in books provided for the purpose the Minutes of the Meetings of
Shareholders and of the Trustees; shall see that all Notices are duly
given in accordance with the provisions of these By-Laws and as required
by law; shall be custodian of the records and of the Seal of the Trust
and see that the Seal is affixed to all documents, the execution of which
on behalf of the Trust under its Seal is duly authorized; shall keep
directly or through a transfer agent a register of the post office
address of each shareholder of each Series or Class of the Trust, and
make all proper changes in such register, retaining and filing his
authority for such entries; shall see that the books, reports,
statements, certificates and all other documents and records required by
law are properly kept and filed; and in general shall perform all duties
incident to the Office of Secretary and such other duties as may from
time to time be assigned to him by the Trustees, Chairman or the
Executive Committee.
Section 6. Treasurer. The Treasurer shall be the principal financial
and accounting officer of the Trust. He shall deliver all funds and
securities belonging to any Series or Class of the Trust which may come
into his hands to such bank or trust company as the Trustees shall employ as
custodian or sub-custodian in accordance with Article IX of the Declaration
of Trust for any Series or Class. The Treasurer shall perform such duties
additional to the foregoing as the Trustees, Chairman or the Executive
Committee may from time to time designate.
Section 7. Assistant Vice President. The Assistant Vice or Vice
Presidents of the Trust shall have such authority and perform such duties
as may be assigned to them by the Trustees, the Executive Committee or the
Chairman.
Section 8. Assistant Secretaries and Assistant Treasurers. The
Assistant Secretary or Secretaries and the Assistant Treasurer or
Treasurers shall perform the duties of the Secretary and of the
Treasurer, respectively, in the absence of those officers and shall have
such further powers and perform such other duties as may be assigned to
them respectively by the Trustees or the Executive Committee or the
Chairman.
Section 9. Salaries. The salaries of the officers shall be fixed
from time to time by the Trustees. No officer shall be prevented from
receiving such salary by reason of the fact that he is also a Trustee.
ARTICLE III
POWERS AND DUTIES OF THE
EXECUTIVE AND OTHER COMMITTEES
Section 1. Executive and Other Committees. The Trustees may elect
from their own number an Executive Committee to consist of not less than two
members. The Executive Committee shall be elected by a resolution passed by
a vote of at least a majority of the Trustees then in office. The Trustees
may also elect from their own number other committees from time to time, the
number composing such committees and the powers conferred upon the same to
be determined by vote of the Trustees.
Section 2. Vacancies in Executive Committee. Vacancies occurring in
the Executive Committee from any cause shall be filled by the Trustees by a
resolution passed by the vote of at least a majority of the Trustees then in
office.
Section 3. Executive Committee to Report to Trustees. All action by
the Executive Committee shall be reported to the Trustees at their meeting
next succeeding such action.
Section 4. Procedure of Executive Committee. The Executive
Committee shall fix its own rules of procedure not inconsistent with these
By-Laws or with any directions of the Trustees. It shall meet at such
times and places and upon such notice as shall be provided by such rules or
by resolution of the Trustees. The presence of a majority shall constitute
a quorum for the transaction of business, and in every case an affirmative
vote of a majority of all the members of the Committee present shall be
necessary for the taking of any action.
Section 5. Powers of Executive Committee. During the intervals
between the Meetings of the Trustees, the Executive Committee, except as
limited by the By-Laws of the Trust or by specific directions of the
Trustees, shall possess and may exercise all the powers of the Trustees in
the management and direction of the business and conduct of the affairs of
the Trust in such manner as the Executive Committee shall deem for the best
interests of the Trust, and shall have power to authorize the Seal of the
Trust to be affixed to all instruments and documents requiring same.
Notwithstanding the foregoing, the Executive Committee shall not have the
power to elect Trustees, increase or decrease the number of Trustees, elect
or remove any officer, declare dividends, issue shares or recommend to
shareholders any action requiring shareholder approval.
Section 6. Compensation. The members of any duly appointed committee
shall receive such compensation and/or fees as from time to time may be
fixed by the Trustees.
Section 7. Informal Action by Executive Committee or Other
Committee. Any action required or permitted to be taken at any meeting of
the Executive Committee or any other duly appointed Committee may be taken
without a meeting if a consent in writing setting forth such action is
signed by all members of such committee and such consent is filed with the
records of the Trust.
ARTICLE IV
SHAREHOLDERS' MEETINGS
Section 1. Special Meetings. A special meeting of the shareholders
of the Trust or of a particular Series or Class shall be called by the
Secretary whenever ordered by the Trustees, the Chairman or requested in
writing by the holder or holders of at least one-tenth of the outstanding
shares of the Trust, or a relevant Series or Class, entitled to vote. If
the Secretary, when so ordered or requested, refuses or neglects for more
than two days to call such special meeting, the Trustees, Chairman or the
shareholders so requesting may, in the name of the Secretary, call the
meeting by giving notice thereof in the manner required when notice is
given by the Secretary.
Section 2. Notices. Except as above provided, notices of any
special meeting of the shareholders of the Trust or of a particular Series
or Class shall be given by the Secretary by delivering or mailing, postage
prepaid, to each shareholder entitled to vote at said meeting, a written or
printed notification of such meeting, at least fifteen days before the
meeting, to such address as may be registered with the Trust by the
shareholder.
Section 3. Place of Meetings. Meetings of the shareholders of the
Trust or of a particular Series or Class shall be held at the principal
place of business of the Trust in Pittsburgh, Pennsylvania, or at such
place within or without the Commonwealth of Massachusetts as fixed from
time to time by resolution of the Trustees.
Section 4. Action by Consent. Any action required or permitted to
be taken at any meeting of shareholders may be taken without a meeting,
if a consent in writing, setting forth such action, is signed by all the
shareholders entitled to vote on the subject matter thereof, and such
consent is filed with the records of the Trust.
Section 5. Proxies. Any shareholder entitled to vote at any
meeting of shareholders may vote either in person or by proxy. Every
proxy shall be in writing subscribed by the shareholder or his duly
authorized attorney and dated, but need not be sealed, witnessed or
acknowledged. All proxies shall be filed with and verified by the
Secretary or an Assistant Secretary of the Trust or, if the meeting shall
so decide, by the Secretary of the Meeting.
ARTICLE V
TRUSTEES' MEETINGS
Section 1. Number and Qualifications of Trustees. The number of
Trustees shall be as fixed from time to time by a majority of the Trustees
but shall be no less than three nor more than twenty. The Trustees may
from time to time increase or decrease the number of Trustees to such
number as they deem expedient, not to be less than three nor more than
twenty, however, and fill the vacancies so created. The term of office of
a Trustee shall not be affected by any decrease in the number of Trustees
made by the Trustees pursuant to the foregoing authorization.
Section 2. Special Meetings. Special meetings of the Trustees shall
be called by the Secretary at the written request of the Chairman or any
Trustee, and if the Secretary when so requested refuses or fails for more
than twenty-four hours to call such meeting, the Chairman or such Trustee
may in the name of the Secretary call such meeting by giving due notice in
the manner required when notice is given by the Secretary.
Section 3. Regular Meetings. Regular meetings of the Trustees may be
held without call or notice at such places and at such times as the Trustees
may from time to time determine, provided that any Trustee who is absent
when such determination is made shall be given notice of the determination.
Section 4. Quorum and Vote. A majority of the Trustees shall
constitute a quorum for the transaction of business. The act of a majority
of the Trustees present at any meeting at which a quorum is present shall be
the act of the Trustees unless a greater proportion is required by the
Declaration of Trust or these By-Laws or applicable law. In the absence of
a quorum, a majority of the Trustees present may adjourn the meeting from
time to time until a quorum shall be present. Notice of any adjourned
meeting need not be given.
Section 5. Notices. Except as otherwise provided, notice of any
special meeting of the Trustees shall be given by the Secretary to each
Trustee, by mailing to him, postage prepaid, addressed to him at his
address as registered on the books of the Trust or, if not so registered,
at his last known address, a written or printed notification of such
meeting at least four days before the meeting or by sending to him at least
one day before the meeting, by prepaid telegram, addressed to him at his
said registered address, if any, or if he has no such registered address,
at his last known address, notice of such meeting. Subject to compliance
with Section 15(c) of the Investment Company Act of 1940, notice or waiver
of notice need not specify the purpose of any special meeting.
Section 6. Place of Meeting. Meetings of the Trustees shall be held
at the principal place of business of the Trust in Pittsburgh, Pennsylvania,
or at such place within or without the Commonwealth of Massachusetts as
fixed from time to time by resolution of the Trustees, or as the person or
persons requesting said meeting to be called may designate, but any meeting
may adjourn to any other place.
Section 7. Telephonic Meeting. Subject to compliance with Sections
15(c) and 32(a) of the Investment Company Act of 1940, if it is impractical
for the Trustees to meet in person, the Trustees may meet by means of a
telephone conference circuit to which all Trustees are connected or of which
all Trustees shall have waived notice, which meeting shall be deemed to have
been held at a place designated by the Trustees at the meeting.
Section 8. Special Action. When all the Trustees shall be present at
any meeting, however called, or whenever held, or shall assent to the
holding of the meeting without notice, or after the meeting shall sign a
written assent thereto on the record of such meeting, the acts of such
meeting shall be valid as if such meeting had been regularly held.
Section 9. Action by Consent. Any action by the Trustees may be
taken without a meeting if a written consent thereto is signed by all the
Trustees and filed with the records of the Trustees' meetings. Such
consent shall be treated as a vote of the Trustees for all purposes.
Section 10. Compensation of Trustees. The Trustees may receive a
stated salary for their services as Trustees, and by resolution of Trustees
a fixed fee and expenses of attendance may be allowed for attendance at each
Meeting. Nothing herein contained shall be construed to preclude any
Trustee from serving the Trust in any other capacity, as an officer, agent
or otherwise, and receiving compensation therefor.
ARTICLE VI
SHARES OF BENEFICIAL INTEREST
Section 1. Certificates. All certificates for shares shall be
signed by the Chairman, President or any Vice President and by the
Treasurer or Secretary or any Assistant Treasurer or Assistant Secretary
and sealed with the seal of the Trust. The signatures may be either manual
or facsimile signatures and the seal may be either facsimile or any other
form of seal. Certificates for shares for which the Trust has appointed an
independent Transfer Agent and Registrar shall not be valid unless
countersigned by such Transfer Agent and registered by such Registrar. In
case any officer who has signed any certificate ceases to be an officer of
the Trust before the certificate is issued, the certificate may
nevertheless be issued by the Trust with the same effect as if the officer
had not ceased to be such officer as of the date of its issuance. Share
certificates for each Series or Class shall be in such form not
inconsistent with law or the Declaration of Trust or these By-Laws as may
be determined by the Trustees.
Section 2. Transfer of Shares. The shares of each Series and Class
of the Trust shall be transferable, so as to affect the rights of the Trust
or any Series or Class, only by transfer recorded on the books of the Trust,
in person or by attorney.
Section 3. Equitable Interest Not Recognized. The Trust shall be
entitled to treat the holder of record of any share or shares of a Series
or Class as the absolute owner thereof and shall not be bound to recognize
any equitable or other claim or interest in such share or shares of a
Series or Class on the part of any other person except as may be otherwise
expressly provided by law.
Section 4. Lost, Destroyed or Mutilated Certificates. In case any
certificate for shares is lost, mutilated or destroyed, the Trustees may
issue a new certificate in place thereof upon indemnity to the relevant
Series or Class against loss and upon such other terms and conditions as the
Trustees may deem advisable.
Section 5. Transfer Agent and Registrar: Regulations. The Trustees
shall have power and authority to make all such rules and regulations as
they may deem expedient concerning the issuance, transfer and registration
of certificates for shares and may appoint a Transfer Agent and/or
Registrar of certificates for shares of each Series or Class, and may
require all such share certificates to bear the signature of such Transfer
Agent and/or of such Registrar.
ARTICLE VII
INSPECTION OF BOOKS
The Trustees shall from time to time determine whether and to what
extent, and at what times and places, and under what conditions and
regulations the accounts and books of the Trust maintained on behalf of each
Series or Class or any of them shall be open to the inspection of the
shareholders of any Series or Class; and no shareholder shall have any right
of inspecting any account or book or document of the Trust except that, to
the extent such account or book relates to the Series or Class in which he
is a shareholder or the Trust generally, such shareholder shall have such
right of inspection as conferred by laws or authorized by the Trustees or by
resolution of the shareholders of the relevant Series or Class.
ARTICLE VIII
AGREEMENTS, CHECKS, DRAFTS, ENDORSEMENTS, ETC.
Section 1. Agreements, Etc. The Trustees or the Executive
Committee may authorize any officer or officers, or agent or agents of
the Trust to enter into any Agreement or execute and deliver any
instrument in the name of the Trust on behalf of any Series or Class, and
such authority may be general or confined to specific instances; and,
unless so authorized by the Trustees or by the Executive Committee or by
these By-Laws, no officer, agent or employee shall have any power or
authority to bind the Trust by any Agreement or engagement or to pledge
its credit or to render it liable pecuniarily for any purpose or to any
amount.
Section 2. Checks, Drafts, Etc. All checks, drafts, or orders for
the payment of money, notes and other evidences of indebtedness shall be
signed by such officer or officers, employee or employees, or agent or
agents, as shall from time to time be designated by the Trustees or the
Executive Committee, or as may be specified in or pursuant to the agreement
between the Trust on behalf of any Series or Class and the Bank or Trust
Company appointed as custodian, pursuant to the provisions of the
Declaration of Trust.
Section 3. Endorsements, Assignments and Transfer of Securities.
All endorsements, assignments, stock powers, or other instruments of
transfer or directions for the transfer of portfolio securities, whether or
not registered in nominee form, or belonging to any Series or Class shall
be made by such officer or officers, employee or employees, or agent or
agents as may be authorized by the Trustees or the Executive Committee.
Section 4. Evidence of Authority. Anyone dealing with the Trust
shall be fully justified in relying on a copy of a resolution of the
Trustees or of any committee thereof empowered to act in the premises
which is certified as true by the Secretary or an Assistant Secretary
under the seal of the Trust.
ARTICLE IX
SEAL
The seal of the Trust shall consist of a flat-faced die with the
word "Massachusetts", together with the name of the Trust and the year of
its organization cut or engraved thereon but, unless otherwise required
by the Trustees, the seal shall not be necessary to be placed on, and its
absence shall not impair the validity of, any document, instrument or
other paper executed and delivered by or on behalf of the Trust.
ARTICLE X
FISCAL YEAR
The fiscal year of the Trust and each Series or Class shall be the
period of twelve months ending on the last day of August in each calendar
year.
ARTICLE XI
AMENDMENTS
These By-Laws may be amended by a majority vote of all of the
Trustees.
ARTICLE XII
WAIVERS OF NOTICE
Whenever any notice whatever is required to be given under the
provisions of any statute of the Commonwealth of Massachusetts, or under
the provisions of the Declaration of Trust or these By-Laws, a waiver
thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. A notice shall be deemed to have been given if
telegraphed, cabled, or sent by wireless when it has been delivered to a
representative of any telegraph, cable or wireless company with
instructions that it be telegraphed, cabled, or sent by wireless. Any
notice shall be deemed to be given if mailed at the time when the same
shall be deposited in the mail.
ARTICLE XIII
REPORT TO SHAREHOLDERS
The Trustees shall at least semi-annually submit to the shareholders
of each Series or Class a written financial report of the transactions of
that Series or Class, including financial statements which shall at least
annually be certified by independent public accountants.
ARTICLE XIV
BOOKS AND RECORDS
The books and records of the Trust or any Series or Class, including
the stock ledger or ledgers, may be kept in or outside the Commonwealth of
Massachusetts at such office or agency of the Trust as may be from time to
time determined by the Trustees.
ARTICLE XV
TERMS
Terms defined in the Declaration of Trust and not otherwise defined
herein are used herein with the meanings set forth or referred to in the
Declaration of Trust.
Current as of: 10/28/94
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Board of Trustees of
FEDERATED U.S. GOVERNMENT BOND FUND:
We have audited the accompanying statement of assets and liabilities of
Federated U.S. Government Bond Fund (a Massachusetts business trust),
including the schedule of portfolio investments, as of August 31, 1998, and
the related statement of operations for the year then ended, the statement of
changes in net assets for each of the two years in the period then ended, and
the financial highlights for the periods presented. These financial
statements and financial highlights are the responsibility of the Trust's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of August 31, 1998, by correspondence with the custodian. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Federated U.S. Government Bond as of August 31, 1998, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and its financial highlights for the
periods presented, in conformity with generally accepted accounting
principles.
ARTHUR ANDERSEN LLP
Pittsburgh, Pennsylvania
October 27, 1998
