Form NSAR
Item 77Q(1): Exhibits
FEDERATED UTILITY FUND, INC.
ARTICLES OF AMENDMENT
FEDERATED UTILITY FUND, INC., a Maryland corporation (hereinafter
called the "Corporation"), hereby certifies to the State Department of
Assessments and Taxation that:
FIRST: The charter of the Corporation is amended as follows:
(a) by inserting, at the end of Article SEVENTH, a new
subparagraph (i), to read:
"(i) To the extent permitted under Maryland law,
without the vote of the shares of any class of
stock of the Corporation then outstanding, the
Corporation may, upon approval of a majority of
the Board of Directors, sell and convert into
money all the assets of any class or series of
the Corporation. Upon making provision for the
payment of all outstanding obligations, taxes
and other liabilities, accrued or contingent,
belonging to the Corporation, or any class or
series thereof, the Directors shall distribute
the remaining assets of the Corporation ratably
among the holders of the outstanding shares of
the Corporation, or any affected class or
series thereof."
(b) by amending Article NINTH of the Articles of
Incorporation to read:
"NINTH: The Directors, with the approval of
a vote of the holders of a majority of the
outstanding voting securities of any of all
series or classes of the fund, as defined in
Section 2(a)(42) of the Investment Company Act
of 1940, may by unanimous action sell and
convey the assets of the Corporation 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 Investment Company
Act of 1940, for an adequate consideration
which may include the assumption of all
outstanding obligations, taxes and other
liabilities, accrued or contingent, of the
Corporation 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 Directors shall
distribute the remaining proceeds ratably among
the holders of the shares of the Corporation
then outstanding."
SECOND: The foregoing amendments to the charter of the Corporation
were approved by the Board of Directors of the Corporation; and have
been duly approved by the shareholders of the Corporation at a
special meeting of shareholders held on March 26, 1999.
IN WITNESS WHEREOF, Federated Utility Fund, Inc. has caused these
Articles of Amendment to be signed in its name and on its behalf as
of January 13, 2000, by its duly authorized officers, who acknowledge
that these Articles of Amendment are the act of the Corporation, that
to the best of their knowledge, information and belief, all matters
and facts set forth therein relating to the authorization and approval
of these Articles are true in all material respects, and that this
statement is made under the penalties of perjury.
WITNESS: FEDERATED UTILITY FUND, INC.
/s/ C. Grant Anderson By: /s/ J. Christopher Donahue
C. Grant Anderson J. Christopher Donahue
Assistant Secretary Executive Vice President
Current as of: 8/18/94
