Exhibit a under Form N-1A
Exhibit 3(i) under Item 601/Reg. S-K
RESTATEMENT AND AMENDMENT #5
TO THE
DECLARATION OF TRUST
FEDERATED U.S. GOVERNMENT BOND FUND
THIS RESTATEMENT AND AMENDMENT, dated May 15, 2000, by the undersigned,
and by the holders of shares of beneficial interest to be issued hereunder as
hereinafter provided.
WHEREAS, the Trustees desire to establish a trust fund for the investment
and reinvestment of funds contributed thereto;
NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust fund hereunder shall be held and managed under this
Declaration of Trust IN TRUST as herein set forth below.
ARTICLE I
NAMES AND DEFINITIONS
SECTION 1. NAME.
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This Trust shall be known as "Federated U.S. Government Bond Fund," and
the Trustees may conduct the business of the Trust under that name or any other
name as it may determine from time to time.
SECTION 2. DEFINITIONS.
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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 Massachusetts Business Trust
established by this Declaration of Trust, as amended from time to time,
inclusive of each and every Series and Class established hereunder.
(c) "Class" refers to a class of Shares established and designated
under or in accordance with the provisions of Article III;
(d) "Series" refers to a series of Shares established and
designated under or in accordance with the provisions of Article III;
(e) "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;
(f) "Shareholder" means a record owner of Shares of any Series or
Class;
(g) "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;
(h) "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;
(i) 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; and
(j) "By-Laws" shall mean the By-Laws of the Trust 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.
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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.
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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.
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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 3) 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.
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Shareholders shall have no pre-emptive or other right to subscribe to any
additional Shares or other securities issued by the Trust.
SECTION 5. ESTABLISHMENT AND DESIGNATION OF SERIES OR CLASS.
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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, Federated U.S.
Government Bond Fund.
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 of
Trust, 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 of Trust, 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 materially differently or as
otherwise required by applicable law, 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.
ARTICLE IV
THE TRUSTEES
SECTION 1. MANAGEMENT OF THE TRUST.
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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 otherwise provided in this
Article shall be the undersigned.
SECTION 2. ELECTION OF TRUSTEES BY SHAREHOLDERS.
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Unless otherwise required by the 1940 Act, Massachusetts law, or any court
or regulatory body of competent jurisdiction, or unless the Trustees determine
otherwise, a Trustee shall be elected by the Trustees, and Shareholders shall
have no right to 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.
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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. Any
removals shall be effective as to the Trust and each Series and Class hereunder.
SECTION 4. TERMINATION OF SERVICE AND APPOINTMENT OF TRUSTEES.
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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.
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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.
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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.
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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.
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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 the total assets of a Series, or (b) in any amount up to
one-third of the value of the total assets of a Series, 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 a Series or Class, 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 total assets of a Series 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.
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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.
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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.
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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 not prohibited by 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.
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The Trustees shall be reimbursed from the assets belonging to each
particular Series or Class for all of such Trustees' 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 thereto 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), purchases, repurchases and redemptions 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/or 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.
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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.
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Subject to a Majority Shareholder Vote by the relevant Series or Class to
the extent such vote is required by law, 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 to the extent
such vote is required by law, 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, in
their discretion, may agree. 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.
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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.
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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 a 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 Securities and
Exchange 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
Shares of the Trust or all Series and Classes then outstanding and entitled to
vote at such meeting. When any one or more Series or Classes is entitled to vote
as a single Series or Class, holders of one-fourth of the total number of Shares
of each such Series or Class entitled to vote shall constitute a quorum at a
Shareholders' meeting of that Series or Class. If a quorum, as defined above,
shall not be present for the purpose of any vote that may properly come before
the meeting, the Shareholders present in person or by proxy and entitled to vote
at such meeting on such matter holding a majority of the Shares present entitled
to vote on such matter may by vote adjourn the meeting from time to time to be
held at the same place without further notice than by announcement to be given
at the meeting until a quorum, as above defined, entitled to vote on such matter
shall be present, whereupon any such matter may be voted upon at the meeting as
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 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;
(3) To disburse such funds upon orders or vouchers;
(4) To keep the books and accounts of the Trust and any Series or Class and
furnish clerical and accounting services;
(5) To compute, if authorized to do so by the Trustees, the net
asset value of the Trust and net asset value of the Shares of any Series or
Class in accordance with the provisions hereof;
all upon such basis of compensation as may be agreed upon between the Trustees
and the custodian. If so directed by a Majority Shareholder Vote, the custodian
shall deliver and pay over all property of the Trust held by it as specified in
such vote.
The Trustees may also authorize the custodian to employ one or more
sub-custodians from time to time to perform such of the acts and services of the
custodian and upon such terms and conditions, as may be agreed upon between the
custodian and such sub-custodian and approved by the Trustees, provided that in
every case such sub-custodian shall be a bank or trust company organized under
the laws of the United States or one of the states thereof and having an
aggregate capital, surplus and undivided profits (as shown in its last published
report) of at least two million dollars ($2,000,000).
SECTION 2. CENTRAL CERTIFICATE SYSTEM.
--------- --------------------------
Subject to such rules, regulations and orders as the Securities and
Exchange Commission may adopt, the Trustees may direct the custodian to deposit
all or any part of the securities owned by any Series or Class of the Trust in a
system for the central handling of securities established by a national
securities exchange or a national securities association registered with the
Securities and Exchange Commission under the securities Exchange Act of 1934, or
such other person as may be permitted by the Securities and Exchange Commission
or otherwise in accordance with the 1940 Act as from time to time amended,
pursuant to which system all securities of any particular class of series of any
issuer deposited within the system are treated as fungible and may be
transferred or pledged by bookkeeping entry without physical delivery of such
securities, provided that all such deposits shall be subject to withdrawal only
upon the order of the custodian at the direction of the Trustees.
ARTICLE X
DISTRIBUTIONS AND REDEMPTIONS
SECTION 1. DISTRIBUTIONS.
--------- -------------
(a) The Trustees may from time to time declare and pay 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 another 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.
(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) 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.
(e) The Trustees shall have power, to the fullest extent permitted
by the laws of Massachusetts, at any time, or from time to time, to declare and
cause to be paid dividends, which dividends, at the election of the Trustees,
may be accrued, automatically reinvested in additional Shares (or fractions
thereof) of the Trust or paid in cash or additional Shares, all upon such terms
and conditions as the Trustees may prescribe.
(f) Anything in this instrument to the contrary notwithstanding, the
Trustees may at any time declare and distribute a dividend consisting of Shares
of the Trust.
SECTION 2. REDEMPTIONS AND REPURCHASES.
--------- ---------------------------
(a) In case any Shareholder of record of 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 Custodian, and
the Trust shall purchase his said Shares out of assets belonging to such Series
or Class. The purchase price shall be the net asset value of his shares 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 4 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 4 of this Article X, the right of the Shareholder to have his Shares
purchased by the Trust shall be similarly suspended, and he may withdraw his
request (or such other instruments or authorizations of transfer) from deposit
if he so elects; or, if he does not so elect, the purchase price shall be the
net asset value of his Shares determined next after termination of such
suspension and payment therefor shall be made within 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 determined (1) next after the purchase or contract of purchase is made or
(2) at some later time.
(c) Shares purchased by the Trust either pursuant to paragraph (a)
or paragraph (b) of this Section 2 shall be deemed treasury Shares and may be
resold by the Trust.
(d) The Trust may pay the redemption price 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. 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
(exclusive of treasury Shares) at such time in accordance with the requirements
of the 1940 Act and applicable provisions of the By-Laws of the Trust in
conformity with generally accepted accounting practices and principles.
The Trustees may declare a suspension of the determination of net asset
value for the whole or any part of any period in accordance with the 1940 Act.
SECTION 4. 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 5. 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 will be promptly paid
to the Shareholder in cash), if at any time the total investment in the account
does not have a minimum dollar value determined from time to time by the
Trustees in their sole discretion. Shares of the Trust are redeemable at the
option of the Trust if, in the opinion of the Trustees, ownership of Shares has
or may become concentrated to an extent which would cause the Trust or a Series
or Class to be a personal holding company within the meaning of the Federal
Internal Revenue Code (and thereby disqualified under Sub-chapter M of said
Code); in such circumstances the Trust may compel the redemption of Shares,
reject any order for the purchase of Shares or refuse to give effect to the
transfer of Shares.
ARTICLE XI
LIMITATION OF LIABILITY AND INDEMNIFICATION
------------------------------------------
SECTION 1. LIMITATION OF PERSONAL LIABILITY AND INDEMNIFICATION OF
--------- -------------------------------------------------------
Shareholders.
The Trustees, officers, employees or agents of the Trust shall have no
power to bind any Shareholder 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 be
indemnified and reimbursed by the Trust 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 or any Series or Class
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
or any Series or Class incurring any debts, liabilities or obligations, or in
taking or omitting any other actions for or in connection with the Trust or any
Series or Class are, and each shall be deemed to be, acting as Trustee, officer,
employee or agent of the Trust or such Series or Class 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 or any Series or Class, the Trustee and officers
shall not be responsible for or liable in any event for neglect or wrongdoing by
them or any officer, agent, employee, investment adviser or Principal
Underwriter of the Trust or any Series or Class or of any entity provided
administrative services for the Trust or any Series or Class, but nothing herein
contained shall protect any Trustee or officer against liability to which he
would otherwise be subject for their 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 the provisions of this Declaration of Trust, 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 this Article XI.
SECTION 4. INDEMNIFICATION OF TRUSTEES, OFFICERS, EMPLOYEES AND AGENTS.
--------- -----------------------------------------------------------
(a) Every person who is or has been a Trustee, officer, employee or
agent of the Trust or any Series or Class 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 or Class 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 any Series or Class or of another corporation,
partnerships, joint venture, trust or other enterprise at the request of the
Trust or any Series or Class 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 proceeding (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 or
Class or its Shareholders by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
officer.
(d) The rights of indemnification herein provided may be insured
against by policies maintained by the Trust or any Series or Class, shall be
severable, shall not affect any other rights to which any Trustee, officer,
employee or agent may not 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 of 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 a 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 (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 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 an
officer, trustee or controlling person of the Trust or any Series or Class 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 or Class 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 discretion 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 change, convert or exchange Shares of any Series or Class, 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, with the approval of a Majority Shareholder Vote
of each Series or Class, may sell and convey the assets of the Trust, or a Class
or Series of the Trust to another trust or corporation organized under the laws
of any State of the United States, which is a diversified open-end management
investment company as defined in the 1940 Act, for an adequate consideration
which may include the assumption of all outstanding obligations, taxes and other
liabilities, accrued or contingent, of the Trust, of each Class or Series of the
Trust, and which may include shares of beneficial interest or stock of such
trust or corporation. Upon making provision for the payment of all such
liabilities, by such assumption or otherwise, the Trustees shall distribute the
remaining proceeds belonging to each Series or Class ratably among the holders
of the Shares of that Series or Class of the Trust then outstanding. For the
purposes of this provision, a "Majority Shareholder Vote" means the affirmative
vote of the lesser of: (a) more than 50% of the outstanding voting securities
entitled to vote upon the matter, or (b) 67% or more of the voting securities
present at the meeting if the holders of 50% or more of the outstanding voting
securities entitled to vote on the matter are present at the meeting in person
or by proxy.
(c) The Trustees may at any time sell and convert into money all the
assets of the Trust or any Series or Class, without shareholder approval, unless
otherwise required by applicable law. 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
shall be as the Trustees may from time to time determine, 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 or any Series or Class 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 or any Series or Class 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 an such supplemental declaration of trust. Headings are placed
herein for convenience of reference only and in case of any conflict, the text
of this instrument, rather than the headings shall control. This instrument may
be executed in any number of counterparts each of which shall be deemed an
original.
SECTION 6. APPLICABLE LAW.
--------- --------------
The Trust set forth in this instrument is created under and is to be
governed by and construed and administered according to the laws of The
Commonwealth of Massachusetts. The Trust shall be of the type commonly called a
Massachusetts business trust, and without limiting the provisions hereof, the
Trust may exercise all powers which are ordinarily exercised by such a trust.
SECTION 7. AMENDMENTS -- 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 entitled to vote thereon (except that any amendments or
supplements changing the name of the Trust, or any Series or Class, or pursuant
to Section 8 of this Article XII may be made without shareholder approval), or
as otherwise provided by this Declaration of Trust or applicable law, 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,
without the need for Shareholder approval, 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; and
(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.
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The Trust acknowledges that Federated Investors has reserved the right to
grant the non-exclusive use of the name "Federated U.S. Government Bond Fund" 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 U.S. Government Bond Fund."
IN WITNESS WHEREOF, the undersigned have executed this instrument as of
the day and year first above written.
/S/ JOHN F. DONAHUE /S/ LAWRENCE D. ELLIS, M.D.
------------------------ ------------------------------
John F. Donahue Lawrence D. Ellis, M.D.
/S/ THOMAS G. BIGLEY /S/ PETER E. MADDEN
------------------------ ------------------------
Thomas G. Bigley Peter E. Madden
/S/ JOHN T. CONROY, JR. /S/ CHARLES F. MANSFIELD, JR.
------------------------ ------------------------------
John T. Conroy, Jr. Charles F. Mansfield, Jr.
/S/ NICHOLAS P. CONSTANTAKIS /S/ JOHN E. MURRAY, JR.
---------------------------- ------------------------
Nicholas P. Constantakis John E. Murray, Jr.
/S/ JOHN F. CUNNINGHAM /S/ MARJORIE P. SMUTS
------------------------ ------------------------
John F. Cunningham Marjorie P. Smuts
/S/ J. CHRISTOPHER DONAHUE /S/ JOHN S. WALSH
-------------------------- ------------------
J. Christopher Donahue John S. Walsh
