1933 Act File No. 33-24848
1940 Act File No. 811-5669
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No.
Post-Effective Amendment No. 15 X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 16 X
FOUNTAIN SQUARE FUNDS
(Exact Name of Registrant as Specified in Charter)
Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)
(412) 288-1900
(Registrant's Telephone Number)
John W. McGonigle, Esquire,
Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
X immediately upon filing pursuant to paragraph (b)
on _______________ pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a) (i)
on pursuant to paragraph (a) (i).
75 days after filing pursuant to paragraph (a)(ii)
on _________________ pursuant to paragraph (a)(ii) of Rule 485.
If appropriate, check the following box:
This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Registrant has filed with the Securities and Exchange Commission a
declaration pursuant to Rule 24f-2 under the Investment Company Act of
1940, and:
filed the Notice required by that Rule on _________________; or
X intends to file the Notice required by that Rule on or about
September 15, 1995; or
during the most recent fiscal year did not sell any securities
pursuant to Rule 24f-2 under the Investment Company Act of 1940, and,
pursuant to Rule 24f-2(b)(2), need not file the Notice.
Copy to: Matthew G. Maloney, Esquire
Dickstein, Shapiro & Morin
2101 L Street, N.W.
Washington, D.C. 20037
CROSS-REFERENCE SHEET
This Amendment to the Registration Statement of FOUNTAIN SQUARE
FUNDS, which is comprised of ten portfolios: (1) Fountain Square U.S.
Government Securities Fund; (2) Fountain Square Quality Bond Fund; (3)
Fountain Square Quality Growth Fund; (4) Fountain Square Mid Cap Fund;
and (5) Fountain Square Balanced Fund; (6) Fountain Square Ohio Tax Free
Bond Fund; (7) Fountain Square U.S. Treasury Obligations Fund; (8)
Fountain Square Commercial Paper Fund, which consists of two classes of
shares: (a) Trust Shares and (b) Investment Shares; (9) Fountain Square
Government Cash Reserves Fund, which consists of two classes of shares:
(a) Trust Shares and (b) Investment Shares; and (10) Fountain Square
International Equity Fund, and is comprised of the following:
PART A. INFORMATION REQUIRED IN A PROSPECTUS.
Prospectus Heading
(Rule 404(c) Cross Reference)
Item 1. Cover Page (1-10) Cover Page.
Item 2. Synopsis (1-6,10) Synopsis; (7-9) Summary of
Fund Expenses; (1-6,10) Expenses of
the Fund.
Item 3. Condensed Financial
Information (1-10) Financial Highlights; (1-10)
Performance Information.
Item 4. General Description of
Registrant (1-6, 10) Objective of the Fund; (7-
9) General Information; (7-9)
Investment Information; (6-10)
Portfolio Investments and
Strategies; (7-9) Investment
Objective; (10) Objective of the
Fund; (7-10) Investment Policies; (7-
10) Investment Limitations; (8)
Regulatory Compliance.
Item 5. Management of the Fund (1-10) Fountain Square Funds
Information; (1-10) Management of
the Trust; (1-10) Administration of
the Fund; (1-6,10) Brokerage
Transactions; (10) Expenses of the
Fund; (1-10) Other Payments to
Financial Institutions; (1-
6,8b,9b,10) Distribution Plan; (1-6)
Distribution of Shares of the Funds;
(7,10) Distribution of Fund Shares;
(8a,9a) Distribution of Trust
Shares; (8b,9b) Distribution of
Investment Shares.
Item 6. Capital Stock and Other
Securities (1-10) Shareholder Information;
Voting Rights; (1-10) Massachusetts
Law; (1-10) Effect of Banking Laws;
Tax Information; Federal Income Tax;
(1-6) Dividends and Capital Gains (7-
10) Dividends; (7-10) Capital
Gains; (6) Additional Tax
Information for Ohio Tax Free Bond
Fund.
Item 7. Purchase of Securities Being
Offered (1-10) Net Asset Value; (1-7,10)
Investing in the Fund(s); (8a,9a)
Investing in Trust Shares; (8b,9b)
Investing in Investment Shares;
(1-10) Share Purchases; (1-10)
Minimum Investment Required; (1-10)
What Shares Cost; (1-6,10) Purchases
at Net Asset Value; (1-6,10) Dealer
Concessions; (1-6,10) Reducing/
Eliminating the Sales Charge; (1-6)
Exchanging Securities for Fund
Shares; (1-6,10) Systematic
Investment Program; (1-10)
Certificates and Confirmations;
(1-10) Exchanges.
Item 8. Redemption or Repurchase (1-7,10) Redeeming Shares; (8a,9a)
Redeeming Trust Shares; (8b,9b)
Redeeming Investment Shares;
(7,8a,9a) Through Fifth Third Bank;
(8b,9b) Through Fifth Third
Securities; (1-6,10) Through Fifth
Third Bank on Fifth Third
Securities; (1-6, 10) Systematic
Withdrawal Program; (1-10) Accounts
With Low Balances.
Item 9. Pending Legal Proceedings None.
PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION.
Item 10. Cover Page (1-10) Cover Page.
Item 11. Table of Contents (1-10) Table of Contents.
Item 12. General Information and
History (1-6) General Information About the
Trust; (7-10) General Information
About the Fund(s).
Item 13. Investment Objectives and
Policies (1-6,10) Investment Objective and
Policies of the Funds; (7-9)
Investment Objective and Policies.
Item 14. Management of the Fund (1-10) Fountain Square Funds
Management.(10) Trustees'
Compensation
Item 15. Control Persons and Principal
Holders of Securities (1-10) Fund Ownership.
Item 16. Investment Advisory and Other
Services (1-10) Investment Advisory Services;
(1-9)Administrative Services; (10)
Administrative and Custody Services.
Item 17. Brokerage Allocation (1-10) Brokerage Transactions.
Item 18. Capital Stock and Other
Securities Not applicable.
Item 19. Purchase, Redemption and
Pricing of Securities
Being Offered (1-10) Purchasing Shares; (1-10)
Redeeming Shares; (1-10) Determining
Net Asset Value.
Item 20. Tax Status (1-10) Tax Status.
Item 21. Underwriters (1-9) Administrative Arrangements.
Item 22. Calculation of Performance
Data (1-10) Performance Comparisons; (1-
6,10) Total Return; (1-10) Yield; (7-
9) Effective Yield; (1-6) Tax-
Equivalent Yield.
Item 23. Financial Statements (1-6) Incorporated by reference to
the Annual Report to Shareholders of
the Fountain Square Funds dated July
31, 1994 (File No. 811-5669); (7-10)
Filed in Part A.
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
January 31, 1995
[LOGO]
FOUNTAIN SQUARE FUNDS
SEMI ANNUAL REPORT AND SUPPLEMENT TO PROSPECTUS DATED AUGUST 1, 1994
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
(A Portfolio of Fountain Square Funds)
- --------------------------------------------------------------------------------
SUPPLEMENT TO PROSPECTUS DATED AUGUST 1, 1994
A. Please delete the last sentence of the fourth paragraph on the cover of the
prospectus and replace it with the following:
"You may request a copy of the Statement of Additional Information free of
charge, obtain other information, or make inquiries about the Fund by writing or
calling the Fund at 1-800-654-5372."
B. Please insert the following "Financial Highlights" table for Fountain Square
International Equity Fund after page 2, following the section entitled
"Summary of Fund Expenses" and before the section entitled "Objective of the
Fund." In addition, please add the heading "Financial Highlights" to the
Table of Contents page, after the heading "Summary of Fund Expenses."
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JANUARY 31, 1995*
-------------------
<S> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $ 10.00
- --------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------------------------------
Net investment income 0.01
- --------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments (1.00)
- -------------------------------------------------------------------- -----------
Total from investment operations (0.99)
- --------------------------------------------------------------------
LESS DISTRIBUTIONS
- --------------------------------------------------------------------
Dividends to shareholders from net investment income --
- -------------------------------------------------------------------- ------------
NET ASSET VALUE, END OF PERIOD $ 9.01
-----
- --------------------------------------------------------------------
TOTAL RETURN** (9.90%)
- --------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------------------------------
Expenses 1.63%(a)
- --------------------------------------------------------------------
Net investment income 0.18%(a)
- --------------------------------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------------------------------
Net assets, end of period (000 omitted) $71,122
- --------------------------------------------------------------------
Portfolio turnover rate 16%
- --------------------------------------------------------------------
</TABLE>
* Reflects operations for the period from August 19, 1994 (date of initial
public investment) to January 31, 1995.
** Based on net asset value which does not reflect the sales load or contingent
deferred sales charge, if applicable.
(a) Computed on an annualized basis.
(See Notes which are an integral part of the financial statements)
C. Please delete the section entitled "When-Issued and Delayed Delivery
Transactions" on page 5 and replace it with the following:
"WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS. The Fund may purchase securities
on a when-issued or delayed delivery basis. These transactions are arrangements
in which the Fund purchases securities with payment and delivery scheduled for a
future time. The seller's failure to complete these transactions may cause the
Fund to miss a price or yield considered to be advantageous. Settlement dates
may be a month or more after entering into these transactions, and the market
values of the securities purchased may vary from the purchase prices.
Accordingly, the Fund may pay more or less than the market value of the
securities on the settlement date.
The Fund may dispose of a commitment prior to settlement if the sub-adviser
deems it appropriate to do so. In addition, the Fund may enter into transactions
to sell its purchase commitments to third parties at current market values and
simultaneously acquire other commitments to purchase similar securities at later
dates. The Fund may realize short-term profits or losses upon the sale of such
commitments."
D. Please insert the following as the second paragraph of the section entitled
"Lending of Portfolio Securities" on page 5:
"There is the risk that when lending portfolio securities, the securities may
not be available to the Fund on a timely basis and the Fund may, therefore, lose
the opportunity to sell the securities at a desirable price. In addition, in the
event that a borrower of securities would file for bankruptcy or become
insolvent, disposition of the securities may be delayed pending court action."
E. Please delete the last sentence of the section entitled "Forward Foreign
Currency Exchange Contracts" on page 5 and replace it with the following:
"The Fund will not enter into forward contracts for hedging purposes in a
particular currency in an amount in excess of the Fund's assets denominated in
that currency, but as consistent with its other investment policies, is not
otherwise limited in its ability to use this strategy."
F. Please delete the first paragraph of the section entitled "Administrative
Arrangements" on page 10 and replace it with the following. In addition,
please delete the heading "Administrative Arrangements" from the Table of
Contents page and replace it with the heading "Other Payments to Financial
Institutions."
"OTHER PAYMENTS TO FINANCIAL INSTITUTIONS. The distributor, the Adviser, or
their affiliates may also offer to pay a fee from their own assets to financial
institutions as financial assistance for providing substantial marketing and
sales support. The support may include initiating customer accounts, providing
sales literature, or participating in sales, educational and training seminars
(including those held at recreational facilities). Such assistance will be
predicted upon the amount of shares the financial institutional sells or may
sell and/or upon the type and nature of sales or marketing support furnished by
the financial institution. Any payments made by the distributor may be
reimbursed by the Adviser or its affiliates."
G. Please delete the section entitled "Legal Counsel" from page 10. In addition,
please delete the heading "Legal Counsel" from the Table of Contents page,
and delete the references to "Legal Counsel" on the address page.
H. Please revise the references to "Independent Auditors" on page 10 and the
address page to refer to Ernst & Young LLP.
I. Please delete the sales charge table under the section entitled "Fifth Third
Bank Club 53, One Account Plus or One Account Gold Programs" on page 13 and
replace it with the following:
<TABLE>
<CAPTION>
SALES CHARGE AS SALES CHARGE AS
A PERCENTAGE A PERCENTAGE
OF PUBLIC OF NET AMOUNT
AMOUNT OF TRANSACTION OFFERING PRICE INVESTED
- ------------------------------------------------------- ----------------
<S> <C> <C>
Less than $50,000...................................... 3.97% 4.13%
$50,000-$99,999........................................ 3.47% 3.59%
$100,000-$149,999...................................... 2.47% 2.53%
$150,000-$249,999...................................... 1.47% 1.49%
$250,000-$499,999...................................... 0.47% 0.47%
$500,000 or more....................................... 0.00% 0.00%
</TABLE>
J. Please insert the following as the second paragraph of the section entitled
"Voting Rights" which begins on page 16:
"As of January 31, 1995, Fifth Third Bank, may for certain purposes be deemed to
control the Fund because it is owner of record of certain shares of the Fund."
K. Please insert the following Financial Statements after the section entitled
"Performance Information" and before the address page. In addition, please
add the heading "Financial Statements" to the Table of Contents page after
the heading "Performance Information."
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
PORTFOLIO OF INVESTMENTS
JANUARY 31, 1995
(UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
IN U.S.
SHARES DOLLARS
- ---------- ------------------------------------------------------------------- -----------
<C> <C> <S> <C>
COMMON STOCKS--88.2%
- -------------------------------------------------------------------------------------
AUSTRALIA--7.9%
-------------------------------------------------------------------
BANKING--1.2%
-------------------------------------------------------------------
93,300 Westpac Banking Corporation Ltd. $ 317,901
-------------------------------------------------------------------
70,587 National Australia Bank Ltd. 555,848
------------------------------------------------------------------- -----------
Total 873,749
------------------------------------------------------------------- -----------
BEVERAGES & TOBACCO--0.3%
-------------------------------------------------------------------
15,795 Coca Cola Amatil Ltd. 101,657
-------------------------------------------------------------------
157,200 Fosters Brewing Group Ltd. 129,741
------------------------------------------------------------------- -----------
Total 231,398
------------------------------------------------------------------- -----------
BROADCASTING & PUBLISHING--0.5%
-------------------------------------------------------------------
95,809 News Corp Ltd. 364,899
------------------------------------------------------------------- -----------
BUILDING PRODUCTS--0.4%
-------------------------------------------------------------------
64,100 Boral Ltd. 158,225
-------------------------------------------------------------------
48,100 Pioneer International 115,088
------------------------------------------------------------------- -----------
Total 273,313
------------------------------------------------------------------- -----------
CHEMICALS--0.2%
-------------------------------------------------------------------
17,500 ICI Australia Ltd. 129,194
------------------------------------------------------------------- -----------
DIVERSIFIED--0.1%
-------------------------------------------------------------------
36,599 South Corp Holdings Ltd. 79,256
------------------------------------------------------------------- -----------
ENERGY--1.8%
-------------------------------------------------------------------
17,437 Ampolex Ltd. 44,626
-------------------------------------------------------------------
84,716 Broken Hill Proprietary Co. Ltd. 1,182,836
-------------------------------------------------------------------
33,155 Santos Ltd. 82,091
------------------------------------------------------------------- -----------
Total 1,309,553
------------------------------------------------------------------- -----------
FOOD & HOUSEHOLD PRODUCTS--0.1%
-------------------------------------------------------------------
66,230 Goodman Fielder Wattie Ltd. 60,177
------------------------------------------------------------------- -----------
FOREST PRODUCTS--0.3%
-------------------------------------------------------------------
30,900 Amcor Ltd. 209,167
------------------------------------------------------------------- -----------
</TABLE>
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
IN U.S.
SHARES DOLLARS
- ---------- ------------------------------------------------------------------- -----------
<C> <C> <S> <C>
COMMON STOCKS--CONTINUED
- -------------------------------------------------------------------------------------
AUSTRALIA--CONTINUED
-------------------------------------------------------------------
INDUSTRIAL GOODS & SERVICES--0.5%
-------------------------------------------------------------------
29,104 Australian National Industries $ 30,411
-------------------------------------------------------------------
50,825 CSR Ltd. 163,940
-------------------------------------------------------------------
57,579 Pacific Dunlop Ltd. 133,409
------------------------------------------------------------------- -----------
Total 327,760
------------------------------------------------------------------- -----------
METALS & MINING--0.1%
-------------------------------------------------------------------
16,300 Newcrest Mining Ltd. 59,859
------------------------------------------------------------------- -----------
METALS--NON-FERROUS--1.4%
-------------------------------------------------------------------
31,700 CRA Ltd. 396,522
-------------------------------------------------------------------
80,300 MIM Holdings Ltd. 120,387
-------------------------------------------------------------------
42,165 North Ltd. 95,779
-------------------------------------------------------------------
15,200 Renison Goldfields Consolidated Ltd. 53,402
-------------------------------------------------------------------
51,700 Western Mining Ltd. 266,193
------------------------------------------------------------------- -----------
Total 932,283
------------------------------------------------------------------- -----------
RETAIL STORES--0.3%
-------------------------------------------------------------------
68,300 Coles Myer Ltd. 217,721
------------------------------------------------------------------- -----------
REAL ESTATE--0.4%
-------------------------------------------------------------------
39,521 General Property Trust Units 65,834
-------------------------------------------------------------------
13,073 Lend Lease Corp. Ltd. 153,230
-------------------------------------------------------------------
45,900 Westfield Trust 78,893
------------------------------------------------------------------- -----------
Total 297,957
------------------------------------------------------------------- -----------
SERVICES--0.1%
-------------------------------------------------------------------
12,200 Brambles Industries Ltd. 105,308
------------------------------------------------------------------- -----------
TRANSPORTATION--0.1%
-------------------------------------------------------------------
23,700 TNT Australian 34,455
------------------------------------------------------------------- -----------
WHOLESALE & INTERNATIONAL TRADE--0.1%
-------------------------------------------------------------------
32,044 Burns Philp & Co. Ltd. 80,311
------------------------------------------------------------------- -----------
TOTAL AUSTRALIA 5,586,360
------------------------------------------------------------------- -----------
BELGIUM--5.8%
-------------------------------------------------------------------
BANKING--0.8%
-------------------------------------------------------------------
1,200 Kredietbank 244,580
-------------------------------------------------------------------
1,300 Generale de Banque 336,506
------------------------------------------------------------------- -----------
Total 581,086
------------------------------------------------------------------- -----------
BUILDING PRODUCTS--0.2%
-------------------------------------------------------------------
350 Cimenteries CBR 132,145
------------------------------------------------------------------- -----------
</TABLE>
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
IN U.S.
SHARES DOLLARS
- ---------- ------------------------------------------------------------------- -----------
<C> <C> <S> <C>
COMMON STOCKS--CONTINUED
- -------------------------------------------------------------------------------------
BELGIUM--CONTINUED
-------------------------------------------------------------------
CHEMICALS--0.7%
-------------------------------------------------------------------
2,250 Gevaert Photo-Producten NV $ 103,668
-------------------------------------------------------------------
725 Solvay Et Cie 360,139
------------------------------------------------------------------- -----------
Total 463,807
------------------------------------------------------------------- -----------
ENERGY--0.8%
-------------------------------------------------------------------
2,000 Petrofina SA 592,573
------------------------------------------------------------------- -----------
GAS & ELECTRIC UTILITY--1.2%
-------------------------------------------------------------------
850 Electrabel NPV Parts 155,566
-------------------------------------------------------------------
3,900 Electrabel Ords. Parts 710,032
------------------------------------------------------------------- -----------
Total 865,598
------------------------------------------------------------------- -----------
INDUSTRIAL HOLDING COMPANY--1.0%
-------------------------------------------------------------------
200 Bekaert SA 138,064
-------------------------------------------------------------------
2,050 Groupe Bruxelles Lambert 241,381
-------------------------------------------------------------------
1,125 Tractebel 327,923
------------------------------------------------------------------- -----------
Total 707,368
------------------------------------------------------------------- -----------
INSURANCE--0.6%
-------------------------------------------------------------------
3,000 AG Financiere Cie Financiere Et 247,172
-------------------------------------------------------------------
1,150 Royale Belge 164,477
------------------------------------------------------------------- -----------
Total 411,649
------------------------------------------------------------------- -----------
MISCELLANEOUS MATERIALS & COMMODITIES--0.1%
-------------------------------------------------------------------
450 Glaverbel SA 64,937
------------------------------------------------------------------- -----------
MERCHANDISING--0.2%
-------------------------------------------------------------------
4,500 Delhaize Freres 169,901
------------------------------------------------------------------- -----------
TRANSPORTATION--0.2%
-------------------------------------------------------------------
2,200 ACEC-Union Miniere SA 161,901
------------------------------------------------------------------- -----------
TOTAL BELGIUM 4,150,965
------------------------------------------------------------------- -----------
FRANCE--9.3%
-------------------------------------------------------------------
AUTOMOTIVE--0.2%
-------------------------------------------------------------------
1,350 Peugeot SA 176,891
------------------------------------------------------------------- -----------
BANKING--1.2%
-------------------------------------------------------------------
5,200 Banque Nationale de Paris 232,690
-------------------------------------------------------------------
3,100 Cie Financiere de Paribas SA 191,247
-------------------------------------------------------------------
2,300 Societe Generale 223,512
-------------------------------------------------------------------
4,500 Cie de Suez Compagnie 198,542
------------------------------------------------------------------- -----------
Total 845,991
------------------------------------------------------------------- -----------
</TABLE>
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
IN U.S.
SHARES DOLLARS
- ---------- ------------------------------------------------------------------- -----------
<C> <C> <S> <C>
COMMON STOCKS--CONTINUED
- -------------------------------------------------------------------------------------
FRANCE--CONTINUED
-------------------------------------------------------------------
BEVERAGES & TOBACCO--0.6%
-------------------------------------------------------------------
2,100 LVMH Moet Vuitton $ 334,270
-------------------------------------------------------------------
1,450 Pernod Ricard 82,974
------------------------------------------------------------------- -----------
Total 417,244
------------------------------------------------------------------- -----------
BUILDING PRODUCTS--0.2%
-------------------------------------------------------------------
2,500 LaFarge-Coppee 174,247
------------------------------------------------------------------- -----------
BUSINESS SERVICES--0.5%
-------------------------------------------------------------------
3,100 Cie Generale des Eaux 278,853
-------------------------------------------------------------------
1,550 Havas SA 108,151
------------------------------------------------------------------- -----------
Total 387,004
------------------------------------------------------------------- -----------
CHEMICALS--0.6%
-------------------------------------------------------------------
2,000 Air Liquide (L') 276,514
-------------------------------------------------------------------
7,000 Rhone Poulenc SA 168,932
------------------------------------------------------------------- -----------
Total 445,446
------------------------------------------------------------------- -----------
CONSTRUCTION--0.1%
-------------------------------------------------------------------
775 Bouygues 76,051
------------------------------------------------------------------- -----------
CONSUMER GOODS & SERVICES--0.1%
-------------------------------------------------------------------
340 BIC 43,257
------------------------------------------------------------------- -----------
DEFENSE--0.3%
-------------------------------------------------------------------
3,900 Thomson CSF 102,129
-------------------------------------------------------------------
150 Sagem 74,995
------------------------------------------------------------------- -----------
Total 177,124
------------------------------------------------------------------- -----------
ELECTRICAL & ELECTRONIC--0.7%
-------------------------------------------------------------------
4,200 Alcatel Alsthom 362,784
-------------------------------------------------------------------
90 Legrand 107,315
------------------------------------------------------------------- -----------
Total 470,099
------------------------------------------------------------------- -----------
ENERGY--1.2%
-------------------------------------------------------------------
6,900 Societe Elf Aquitane SA 500,474
-------------------------------------------------------------------
5,700 Total SA Class B 322,922
------------------------------------------------------------------- -----------
Total 823,396
------------------------------------------------------------------- -----------
FINANCIAL SERVICES--0.1%
-------------------------------------------------------------------
650 Cie Bancaire 56,491
-------------------------------------------------------------------
125 EuraFrance 36,894
------------------------------------------------------------------- -----------
Total 93,385
------------------------------------------------------------------- -----------
</TABLE>
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
IN U.S.
SHARES DOLLARS
- ---------- ------------------------------------------------------------------- -----------
<C> <C> <S> <C>
COMMON STOCKS--CONTINUED
- -------------------------------------------------------------------------------------
FRANCE--CONTINUED
-------------------------------------------------------------------
FOOD PRODUCTS & SERVICES--0.4%
-------------------------------------------------------------------
2,100 Groupe Danone $ 289,940
------------------------------------------------------------------- -----------
FOOD & HOUSEHOLD PRODUCTS--0.3%
-------------------------------------------------------------------
875 Eridania Begsin-Say 116,482
-------------------------------------------------------------------
300 Saint Louis-Bouchon 73,997
------------------------------------------------------------------- -----------
Total 190,479
------------------------------------------------------------------- -----------
HEALTH & PERSONAL CARE--0.6%
-------------------------------------------------------------------
1,700 L'Oreal 347,544
-------------------------------------------------------------------
2,300 Sanofi SA 111,975
------------------------------------------------------------------- -----------
Total 459,519
------------------------------------------------------------------- -----------
INDUSTRIAL GOODS & SERVICES--0.2%
-------------------------------------------------------------------
3,100 Michelin Class B 116,729
------------------------------------------------------------------- -----------
INDUSTRIAL HOLDING COMPANY--0.3%
-------------------------------------------------------------------
150 Chargeurs 31,892
-------------------------------------------------------------------
1,950 Lyonnaise des Eaux 153,528
------------------------------------------------------------------- -----------
Total 185,420
------------------------------------------------------------------- -----------
INSURANCE--0.3%
-------------------------------------------------------------------
4,400 AXA 179,236
------------------------------------------------------------------- -----------
LEISURE--0.1%
-------------------------------------------------------------------
750 Accor SA 76,165
------------------------------------------------------------------- -----------
MACHINERY & EQUIPMENT--0.1%
-------------------------------------------------------------------
1,500 Schneider SA 99,556
------------------------------------------------------------------- -----------
MISCELLANEOUS MATERIALS & COMMODITIES--0.4%
-------------------------------------------------------------------
2,300 Cie de St. Gobain (Compagnide) 265,502
------------------------------------------------------------------- -----------
MERCHANDISING--0.7%
-------------------------------------------------------------------
725 Carrefour 281,406
-------------------------------------------------------------------
2,200 Casino Guichard Perrachon Et Cie 53,971
-------------------------------------------------------------------
525 Pinault Printemps Redoute 96,347
-------------------------------------------------------------------
575 Promodes 97,322
------------------------------------------------------------------- -----------
Total 529,046
------------------------------------------------------------------- -----------
REAL ESTATE--0.1%
-------------------------------------------------------------------
775 Simco-Union SA 59,912
------------------------------------------------------------------- -----------
TOTAL FRANCE 6,581,639
------------------------------------------------------------------- -----------
</TABLE>
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
IN U.S.
SHARES DOLLARS
- ---------- ------------------------------------------------------------------- -----------
<C> <C> <S> <C>
COMMON STOCKS--CONTINUED
- -------------------------------------------------------------------------------------
GREAT BRITAIN--9.5%
-------------------------------------------------------------------
AEROSPACE & MILITARY TECHNOLOGY--0.1%
-------------------------------------------------------------------
4,888 British Aerospace PLC $ 36,160
------------------------------------------------------------------- -----------
APPLIANCES & HOUSEHOLD PRODUCTS--0.1%
-------------------------------------------------------------------
5,500 Thorn EMI PLC 88,971
------------------------------------------------------------------- -----------
BANKING--1.0%
-------------------------------------------------------------------
18,400 Abbey National PLC 122,390
-------------------------------------------------------------------
19,800 Barclays PLC 181,994
-------------------------------------------------------------------
21,300 HSBC Holdings PLC 206,602
-------------------------------------------------------------------
12,700 Lloyds Bank PLC 108,669
-------------------------------------------------------------------
9,884 Royal Bank of Scotland 60,881
------------------------------------------------------------------- -----------
Total 680,536
------------------------------------------------------------------- -----------
BEVERAGES & TOBACCO--0.3%
-------------------------------------------------------------------
9,600 Bass PLC 78,638
-------------------------------------------------------------------
18,700 Guiness PLC 123,198
------------------------------------------------------------------- -----------
Total 201,836
------------------------------------------------------------------- -----------
BROADCASTING & PUBLISHING--0.1%
-------------------------------------------------------------------
8,500 Reed International PLC 98,909
------------------------------------------------------------------- -----------
BUILDING PRODUCTS--0.3%
-------------------------------------------------------------------
7,700 BPB Industries PLC 37,893
-------------------------------------------------------------------
11,300 Blue Circle Industries 47,538
-------------------------------------------------------------------
2,900 RMC Group PLC 42,400
-------------------------------------------------------------------
7,100 Redland PLC 47,565
-------------------------------------------------------------------
12,000 Tarmac PLC 21,622
------------------------------------------------------------------- -----------
Total 197,018
------------------------------------------------------------------- -----------
BUSINESS SERVICES--0.2%
-------------------------------------------------------------------
3,217 De La Rue Ltd. 51,274
-------------------------------------------------------------------
5,800 North West Water Group PLC 45,025
-------------------------------------------------------------------
6,178 Thames Water PLC 45,311
------------------------------------------------------------------- -----------
Total 141,610
------------------------------------------------------------------- -----------
CHEMICALS--0.3%
-------------------------------------------------------------------
5,800 BOC Group PLC 64,821
-------------------------------------------------------------------
4,500 Courtaulds PLC 28,789
-------------------------------------------------------------------
7,700 Imperial Chemical Industries PLC 90,945
------------------------------------------------------------------- -----------
Total 184,555
------------------------------------------------------------------- -----------
</TABLE>
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
IN U.S.
SHARES DOLLARS
- ---------- ------------------------------------------------------------------- -----------
<C> <C> <S> <C>
COMMON STOCKS--CONTINUED
- -------------------------------------------------------------------------------------
GREAT BRITAIN--CONTINUED
-------------------------------------------------------------------
CONGLOMERATES--0.0%
-------------------------------------------------------------------
7,900 Lonrho PLC $ 19,063
------------------------------------------------------------------- -----------
CONSTRUCTION--0.0%
-------------------------------------------------------------------
6,500 Taylor Woodrow PLC 13,208
------------------------------------------------------------------- -----------
CONTAINERS & PACKAGING--0.1%
-------------------------------------------------------------------
5,200 Bowater PLC 33,103
------------------------------------------------------------------- -----------
ELECTRICAL & ELECTRONIC--0.2%
-------------------------------------------------------------------
34,500 General Electric PLC 149,519
------------------------------------------------------------------- -----------
ENERGY--0.6%
-------------------------------------------------------------------
61,355 British Petroleum Co. PLC 398,857
-------------------------------------------------------------------
2,624 Burmah Castrol PLC 34,075
-------------------------------------------------------------------
9,700 Lasmo PLC 22,482
------------------------------------------------------------------- -----------
Total 455,414
------------------------------------------------------------------- -----------
ENTERTAINMENT--0.0%
-------------------------------------------------------------------
4,800 Rank Organisation Group 28,118
------------------------------------------------------------------- -----------
FOOD PRODUCTS & SERVICES--0.1%
-------------------------------------------------------------------
5,200 Associated British Foods 48,622
------------------------------------------------------------------- -----------
FOOD & HOUSEHOLD PRODUCTS--0.3%
-------------------------------------------------------------------
10,900 Cadbury Schweppes PLC 72,849
-------------------------------------------------------------------
6,900 Unilever PLC 128,487
------------------------------------------------------------------- -----------
Total 201,336
------------------------------------------------------------------- -----------
FOREST PRODUCTS--0.1%
-------------------------------------------------------------------
12,900 Arjo Wiggins Appleton 46,282
------------------------------------------------------------------- -----------
GAS & ELECTRIC UTILITY--0.7%
-------------------------------------------------------------------
51,600 British Gas PLC 248,612
-------------------------------------------------------------------
5,500 Eastern Group PLC 61,992
-------------------------------------------------------------------
13,900 National Power PLC 104,815
-------------------------------------------------------------------
8,100 Scottish Power PLC 42,177
-------------------------------------------------------------------
3,400 Southern Electric PLC 39,887
------------------------------------------------------------------- -----------
Total 497,483
------------------------------------------------------------------- -----------
</TABLE>
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
IN U.S.
SHARES DOLLARS
- ---------- ------------------------------------------------------------------- -----------
<C> <C> <S> <C>
COMMON STOCKS--CONTINUED
- -------------------------------------------------------------------------------------
GREAT BRITAIN--CONTINUED
-------------------------------------------------------------------
HEALTH & PERSONAL CARE--0.8%
-------------------------------------------------------------------
25,400 Glaxo Holdings PLC $ 249,193
-------------------------------------------------------------------
14,100 Smithkline Beecham "A" 101,846
-------------------------------------------------------------------
13,600 Smithkline Beecham Equity Units 92,514
-------------------------------------------------------------------
6,600 Zeneca PLC 91,678
------------------------------------------------------------------- -----------
Total 535,231
------------------------------------------------------------------- -----------
INDUSTRIAL HOLDING COMPANY--0.8%
-------------------------------------------------------------------
38,200 BTR PLC 181,928
-------------------------------------------------------------------
6,100 BICC PLC 29,535
-------------------------------------------------------------------
24,800 Grand Metropolitan 142,323
-------------------------------------------------------------------
55,066 Hanson PLC 200,841
-------------------------------------------------------------------
4,500 T.I. Group 23,931
-------------------------------------------------------------------
11,600 Trafalgar House PLC 12,154
------------------------------------------------------------------- -----------
Total 590,712
------------------------------------------------------------------- -----------
INSURANCE--1.1%
-------------------------------------------------------------------
11,300 Boots Co. PLC 83,774
-------------------------------------------------------------------
4,600 Commercial Union PLC 36,001
-------------------------------------------------------------------
6,300 General Accident PLC 50,056
-------------------------------------------------------------------
11,000 Great Universal 90,456
-------------------------------------------------------------------
14,874 Guardian Royal Exchange PLC 40,141
-------------------------------------------------------------------
31,300 Marks & Spencer PLC 188,320
-------------------------------------------------------------------
22,700 Prudential Corporation PLC 105,406
-------------------------------------------------------------------
8,100 Royal Insurance Holdings PLC 33,947
-------------------------------------------------------------------
18,107 Sainsbury (J) PLC 122,166
-------------------------------------------------------------------
7,500 Sedgwick Group PLC 18,455
------------------------------------------------------------------- -----------
Total 768,722
------------------------------------------------------------------- -----------
LEISURE--0.1%
-------------------------------------------------------------------
15,200 Ladbroke Group PLC 39,815
-------------------------------------------------------------------
11,400 Forte PLC 42,710
------------------------------------------------------------------- -----------
Total 82,525
------------------------------------------------------------------- -----------
MACHINERY & EQUIPMENT--0.1%
-------------------------------------------------------------------
4,800 GKN PLC 41,453
------------------------------------------------------------------- -----------
MISCELLANEOUS MATERIALS & COMMODITIES--0.0%
-------------------------------------------------------------------
12,994 Pilkington PLC 29,498
------------------------------------------------------------------- -----------
</TABLE>
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
IN U.S.
SHARES DOLLARS
- ---------- ------------------------------------------------------------------- -----------
<C> <C> <S> <C>
COMMON STOCKS--CONTINUED
- -------------------------------------------------------------------------------------
GREAT BRITAIN--CONTINUED
-------------------------------------------------------------------
MERCHANDISING--0.1%
-------------------------------------------------------------------
13,300 Argyll Group PLC $ 57,641
-------------------------------------------------------------------
16,800 Sears PLC 26,270
-------------------------------------------------------------------
17,100 Tesco PLC 67,323
------------------------------------------------------------------- -----------
Total 151,234
------------------------------------------------------------------- -----------
METALS--NON-FERROUS--0.2%
-------------------------------------------------------------------
13,200 RTZ Corp. 163,030
------------------------------------------------------------------- -----------
METALS--STEEL--0.1%
-------------------------------------------------------------------
31,300 British Steel PLC 73,291
------------------------------------------------------------------- -----------
PAPER PRODUCTS--0.1%
-------------------------------------------------------------------
7,100 Caradon PLC 25,586
-------------------------------------------------------------------
17,000 Harrison & Crossfield PLC 24,447
------------------------------------------------------------------- -----------
Total 50,033
------------------------------------------------------------------- -----------
PRINTING & PUBLISHING--0.2%
-------------------------------------------------------------------
17,000 Reuters Holdings PLC 117,935
------------------------------------------------------------------- -----------
REAL ESTATE--0.1%
-------------------------------------------------------------------
6,800 Land Securities PLC 59,912
-------------------------------------------------------------------
5,200 MEPC British Registered 30,709
-------------------------------------------------------------------
3,900 Slough Estates 13,992
------------------------------------------------------------------- -----------
Total 104,613
------------------------------------------------------------------- -----------
TEXTILE PRODUCTS--0.0%
-------------------------------------------------------------------
7,700 Coats Viyella 21,147
------------------------------------------------------------------- -----------
TOBACCO--0.3%
-------------------------------------------------------------------
31,300 B.A.T. Industries PLC 222,606
------------------------------------------------------------------- -----------
TRANSPORTATION--AIRLINES--0.1%
-------------------------------------------------------------------
10,500 British Airways PLC 61,091
------------------------------------------------------------------- -----------
TRANSPORTATION--ROAD & RAIL--0.1%
-------------------------------------------------------------------
9,400 Peninsular & Oriental Steam Navi 84,611
------------------------------------------------------------------- -----------
TELECOMMUNICATIONS--0.8%
-------------------------------------------------------------------
62,200 British Telecommunications PLC 393,489
-------------------------------------------------------------------
23,037 Cable & Wireless PLC 134,948
-------------------------------------------------------------------
11,300 Vodafone Group PLC 33,725
------------------------------------------------------------------- -----------
Total 562,162
------------------------------------------------------------------- -----------
TOTAL GREAT BRITAIN 6,781,637
------------------------------------------------------------------- -----------
</TABLE>
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
IN U.S.
SHARES DOLLARS
- ---------- ------------------------------------------------------------------- -----------
<C> <C> <S> <C>
COMMON STOCKS--CONTINUED
- -------------------------------------------------------------------------------------
HONG KONG--0.0%
-------------------------------------------------------------------
REAL ESTATE--0.0%
-------------------------------------------------------------------
428 New World Developments Co. Ltd. $ 951
------------------------------------------------------------------- -----------
INDONESIA--1.9%
-------------------------------------------------------------------
AGRICULTURE--0.1%
-------------------------------------------------------------------
47,000 Sinar Mas Agro Res. 60,951
------------------------------------------------------------------- -----------
BANKING--0.1%
-------------------------------------------------------------------
54,000 Bank DaGang Naisonal Indo 76,728
------------------------------------------------------------------- -----------
FOREST PRODUCTS--0.6%
-------------------------------------------------------------------
311,000 Barito Pacific Timber 441,895
------------------------------------------------------------------- -----------
HOTELS & LODGING--0.2%
-------------------------------------------------------------------
86,000 Jakarta International Hotel & Development 117,347
-------------------------------------------------------------------
9,000 Matahari Putra Prima 14,615
------------------------------------------------------------------- -----------
Total 131,962
------------------------------------------------------------------- -----------
METALS & MINING--0.1%
-------------------------------------------------------------------
31,000 United Tractors 62,925
------------------------------------------------------------------- -----------
TEXTILE PRODUCTS--0.0%
-------------------------------------------------------------------
4,000 Mayatexdian Industry 1,579
-------------------------------------------------------------------
9,000 Pan Brothers Tex I 4,465
------------------------------------------------------------------- -----------
Total 6,044
------------------------------------------------------------------- -----------
TIRE & RUBBER--0.1%
-------------------------------------------------------------------
88,000 Gudjah Tunggal 98,244
------------------------------------------------------------------- -----------
TOBACCO--0.7%
-------------------------------------------------------------------
100,000 Hanjaya Mandala Sampoerna 480,394
------------------------------------------------------------------- -----------
TOTAL INDONESIA 1,359,143
------------------------------------------------------------------- -----------
ITALY--7.5%
-------------------------------------------------------------------
AGRICULTURE--0.1%
-------------------------------------------------------------------
65,100 Parmalat Finanziaria SPA 70,529
------------------------------------------------------------------- -----------
AUTOMOTIVE--1.1%
-------------------------------------------------------------------
175,000 Fiat SPA 647,701
-------------------------------------------------------------------
38,000 Fiat SPA, non-convertible 96,100
-------------------------------------------------------------------
15,000 Gilardini Inds. 38,403
------------------------------------------------------------------- -----------
Total 782,204
------------------------------------------------------------------- -----------
</TABLE>
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
IN U.S.
SHARES DOLLARS
- ---------- ------------------------------------------------------------------- -----------
<C> <C> <S> <C>
COMMON STOCKS--CONTINUED
- -------------------------------------------------------------------------------------
ITALY--CONTINUED
-------------------------------------------------------------------
BANKING--1.0%
-------------------------------------------------------------------
17,000 Banca Nazionale Dell Agricultura $ 37,844
-------------------------------------------------------------------
92,000 Banca Commerciale Italiana 230,653
-------------------------------------------------------------------
30,000 Banco Ambrosiano Veneto 81,489
-------------------------------------------------------------------
118,500 Credito Italiano 147,991
-------------------------------------------------------------------
38,000 Istituto Bancario San 237,285
------------------------------------------------------------------- -----------
Total 735,262
------------------------------------------------------------------- -----------
BUILDING PRODUCTS--0.1%
-------------------------------------------------------------------
10,500 Italcementi 81,957
-------------------------------------------------------------------
4,750 Italcementi Di 18,345
------------------------------------------------------------------- -----------
Total 100,302
------------------------------------------------------------------- -----------
CHEMICALS--0.3%
-------------------------------------------------------------------
315,000 Montedison SPA 243,061
------------------------------------------------------------------- -----------
COMPUTER HARDWARE--0.1%
-------------------------------------------------------------------
65,000 Olivetti ING C, & Co. 84,018
------------------------------------------------------------------- -----------
ENGINEERING--0.0%
-------------------------------------------------------------------
9,000 Impregilo SPA 9,087
------------------------------------------------------------------- -----------
FINANCIAL SERVICES--0.4%
-------------------------------------------------------------------
13,000 Fidis 31,212
-------------------------------------------------------------------
25,500 Mediobanca Banca Di Credito Fina 223,321
------------------------------------------------------------------- -----------
Total 254,533
------------------------------------------------------------------- -----------
FOREST PRODUCTS--0.1%
-------------------------------------------------------------------
4,000 Saffa Class A 11,489
-------------------------------------------------------------------
20,000 She Sta Meridionale Finanz 48,706
------------------------------------------------------------------- -----------
Total 60,195
------------------------------------------------------------------- -----------
FURNITURE--0.0%
-------------------------------------------------------------------
3,000 Falck, Accia & Ferr Lombarde 6,257
------------------------------------------------------------------- -----------
GAS & ELECTRIC UTILITY--0.2%
-------------------------------------------------------------------
34,000 Edison SPA 159,231
------------------------------------------------------------------- -----------
GAS UTILITY--0.1%
-------------------------------------------------------------------
38,000 Italgas 105,236
------------------------------------------------------------------- -----------
</TABLE>
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
IN U.S.
SHARES DOLLARS
- ---------- ------------------------------------------------------------------- -----------
<C> <C> <S> <C>
COMMON STOCKS--CONTINUED
- -------------------------------------------------------------------------------------
ITALY--CONTINUED
-------------------------------------------------------------------
INSURANCE--1.7%
-------------------------------------------------------------------
40,350 Assicurazioni Generali SPA $ 976,342
-------------------------------------------------------------------
19,600 R.A.S. 188,977
-------------------------------------------------------------------
6,500 S.A.I. 76,915
------------------------------------------------------------------- -----------
Total 1,242,234
------------------------------------------------------------------- -----------
MANUFACTURING--CONSUMER GOODS--0.1%
-------------------------------------------------------------------
5,000 Sasib 26,258
-------------------------------------------------------------------
35,000 Snia BPD SPA 45,240
------------------------------------------------------------------- -----------
Total 71,498
------------------------------------------------------------------- -----------
OIL & GAS EXPLORATION PRODUCT & SERVICES--0.1%
-------------------------------------------------------------------
22,500 Saipem 43,835
------------------------------------------------------------------- -----------
PAPER PRODUCTS--0.1%
-------------------------------------------------------------------
5,000 Burgo (Cartiere) Spaitalian 35,281
------------------------------------------------------------------- -----------
RETAIL STORES/CATALOG--0.1%
-------------------------------------------------------------------
8,000 Rinascente 46,458
------------------------------------------------------------------- -----------
REAL ESTATE--0.0%
-------------------------------------------------------------------
900 Risanamento Di Napoli 15,399
------------------------------------------------------------------- -----------
TEXTILE PRODUCTS--0.2%
-------------------------------------------------------------------
10,000 Benetton Group SPA 108,027
------------------------------------------------------------------- -----------
TIRE & RUBBER--0.2%
-------------------------------------------------------------------
85,000 Pirelli SPA 121,015
------------------------------------------------------------------- -----------
TRANSPORTATION & SHIPPING--0.0%
-------------------------------------------------------------------
30,000 Alitalia 17,422
------------------------------------------------------------------- -----------
TELECOMMUNICATIONS--1.5%
-------------------------------------------------------------------
360,000 Telecom Italia SPA 958,381
-------------------------------------------------------------------
12,000 Sirti 87,521
------------------------------------------------------------------- -----------
Total 1,045,902
------------------------------------------------------------------- -----------
TOTAL ITALY 5,356,986
------------------------------------------------------------------- -----------
JAPAN--30.7%
-------------------------------------------------------------------
ALUMINUM--0.1%
-------------------------------------------------------------------
8,000 Nipon Light Metal 44,792
------------------------------------------------------------------- -----------
</TABLE>
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
IN U.S.
SHARES DOLLARS
- ---------- ------------------------------------------------------------------- -----------
<C> <C> <S> <C>
COMMON STOCKS--CONTINUED
- -------------------------------------------------------------------------------------
JAPAN--CONTINUED
-------------------------------------------------------------------
APPLIANCES & HOUSEHOLD PRODUCTS--1.2%
-------------------------------------------------------------------
23,000 Matsushita Electric Industrial $ 320,778
-------------------------------------------------------------------
23,000 Sanyo Electric Co. 116,921
-------------------------------------------------------------------
15,000 Sharp Corp. 221,331
-------------------------------------------------------------------
4,000 Sony Corporation 185,554
------------------------------------------------------------------- -----------
Total 844,584
------------------------------------------------------------------- -----------
AUTOMOTIVE--1.5%
-------------------------------------------------------------------
12,000 Honda Motor 187,980
-------------------------------------------------------------------
30,000 Nissan Motors 214,054
-------------------------------------------------------------------
36,000 Toyota Motor Co. 691,280
------------------------------------------------------------------- -----------
Total 1,093,314
------------------------------------------------------------------- -----------
BANKING--6.9%
-------------------------------------------------------------------
31,000 Asahi Bank 369,693
-------------------------------------------------------------------
23,000 Bank of Tokyo 357,970
-------------------------------------------------------------------
16,000 Chiba Bank 141,167
-------------------------------------------------------------------
36,000 Dai-ichi Kangyo Bank 676,727
-------------------------------------------------------------------
39,000 Fuji Bank 851,366
-------------------------------------------------------------------
26,000 Industrial Bank of Japan 701,588
-------------------------------------------------------------------
9,000 Joyo Bank 71,402
-------------------------------------------------------------------
39,000 Sakura Bank 488,747
-------------------------------------------------------------------
16,000 Shizuoka Bank 192,426
-------------------------------------------------------------------
39,000 Sumitomo Bank Ltd. 760,711
-------------------------------------------------------------------
24,000 Tokai Bank 288,640
------------------------------------------------------------------- -----------
Total 4,900,437
------------------------------------------------------------------- -----------
BEVERAGES & TOBACCO--0.4%
-------------------------------------------------------------------
8,000 Asahi Breweries Ltd. 86,511
-------------------------------------------------------------------
16,000 Kirin Brewery Company 176,256
------------------------------------------------------------------- -----------
Total 262,767
------------------------------------------------------------------- -----------
CHEMICALS--1.1%
-------------------------------------------------------------------
23,000 Asahi Chemical Industry 162,946
-------------------------------------------------------------------
23,200 Mitsubishi Chemical 110,904
-------------------------------------------------------------------
8,000 Shin-Etsu Chemical 137,447
-------------------------------------------------------------------
31,000 Sumitomo Chemical Co. 149,130
-------------------------------------------------------------------
16,000 Takeda Chemical Industries 198,895
------------------------------------------------------------------- -----------
Total 759,322
------------------------------------------------------------------- -----------
</TABLE>
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
IN U.S.
SHARES DOLLARS
- ---------- ------------------------------------------------------------------- -----------
<C> <C> <S> <C>
COMMON STOCKS--CONTINUED
- -------------------------------------------------------------------------------------
JAPAN--CONTINUED
-------------------------------------------------------------------
CONSTRUCTION--1.2%
-------------------------------------------------------------------
8,000 Aoki Corporation $ 56,192
-------------------------------------------------------------------
8,000 Daiwa House Industry 122,086
-------------------------------------------------------------------
16,000 Kumagai Gumi Co. Ltd. 92,979
-------------------------------------------------------------------
13,000 Mitsui Fudosan 148,464
-------------------------------------------------------------------
8,000 Penta-Ocean Construction Co. Ltd. 75,434
-------------------------------------------------------------------
8,000 Sekisui House Ltd. 100,256
-------------------------------------------------------------------
11,000 Shimizu Construction 112,282
-------------------------------------------------------------------
8,000 Sumitomo Cement 43,983
-------------------------------------------------------------------
16,000 Taisei Construction 113,354
------------------------------------------------------------------- -----------
Total 865,030
------------------------------------------------------------------- -----------
DATA PROCESSING--0.3%
-------------------------------------------------------------------
25,000 Fujitsu Ltd. 216,530
------------------------------------------------------------------- -----------
ELECTRIC UTILITY--0.8%
-------------------------------------------------------------------
5,100 Kansai Electric Power, Inc. 111,848
-------------------------------------------------------------------
17,100 Tokyo Electric Power 447,604
------------------------------------------------------------------- -----------
Total 559,452
------------------------------------------------------------------- -----------
ELECTRICAL & ELECTRONIC--0.4%
-------------------------------------------------------------------
28,000 Mitsubishi Electric 172,901
-------------------------------------------------------------------
2,000 Rohm Company 72,160
-------------------------------------------------------------------
1,000 Advantest 27,590
------------------------------------------------------------------- -----------
Total 272,651
------------------------------------------------------------------- -----------
ELECTRONIC COMPONENTS/INSTRUMENTS--1.1%
-------------------------------------------------------------------
4,500 Fanuc Co. Ltd. 186,464
-------------------------------------------------------------------
47,000 Hitachi Ltd. 405,652
-------------------------------------------------------------------
21,000 NEC Corp. 197,378
------------------------------------------------------------------- -----------
Total 789,494
------------------------------------------------------------------- -----------
ENERGY--0.3%
-------------------------------------------------------------------
20,000 Energy Corp. 73,373
-------------------------------------------------------------------
23,000 Nippon Oil Company 148,069
------------------------------------------------------------------- -----------
Total 221,442
------------------------------------------------------------------- -----------
</TABLE>
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
IN U.S.
SHARES DOLLARS
- ---------- ------------------------------------------------------------------- -----------
<C> <C> <S> <C>
COMMON STOCKS--CONTINUED
- -------------------------------------------------------------------------------------
JAPAN--CONTINUED
-------------------------------------------------------------------
ENGINEERING--0.5%
-------------------------------------------------------------------
8,000 Hazama Guhi $ 47,621
-------------------------------------------------------------------
16,000 Kajima Corp. 148,120
-------------------------------------------------------------------
16,000 Obayashi Gumi 130,171
------------------------------------------------------------------- -----------
Total 325,912
------------------------------------------------------------------- -----------
ENTERTAINMENT--0.1%
-------------------------------------------------------------------
4,000 Tokyo Dome Corp. 73,575
------------------------------------------------------------------- -----------
FINANCIAL SERVICES--1.6%
-------------------------------------------------------------------
16,000 Daiwa Securities Ltd. 208,597
-------------------------------------------------------------------
15,000 Mitsubishi Trust & Banking Co. 216,783
-------------------------------------------------------------------
23,000 Nomura Securities Co. 450,949
-------------------------------------------------------------------
16,000 Yamaichi Securities Ltd. 120,954
-------------------------------------------------------------------
16,000 Yasuda Trust and Banking 124,026
------------------------------------------------------------------- -----------
Total 1,121,309
------------------------------------------------------------------- -----------
FOOD & HOUSEHOLD PRODUCTS--0.4%
-------------------------------------------------------------------
16,000 Kao Corporation 176,256
-------------------------------------------------------------------
8,000 Nippon Meat Packers, Inc. 105,916
------------------------------------------------------------------- -----------
Total 282,172
------------------------------------------------------------------- -----------
FOREST PRODUCTS--0.5%
-------------------------------------------------------------------
3,000 Daishowa Seishi 16,372
-------------------------------------------------------------------
16,000 Nippon Paper Industries 102,520
-------------------------------------------------------------------
16,000 OJI Paper 154,588
-------------------------------------------------------------------
3,000 Sumitomo Forestry Co. Ltd. 50,633
------------------------------------------------------------------- -----------
Total 324,113
------------------------------------------------------------------- -----------
GAS & ELECTRIC UTILITY--0.2%
-------------------------------------------------------------------
47,000 Osaka Gas Co. Ltd. 169,101
------------------------------------------------------------------- -----------
GAS UTILITY--0.3%
-------------------------------------------------------------------
47,000 Tokyo Gas Ltd. 187,626
------------------------------------------------------------------- -----------
</TABLE>
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
IN U.S.
SHARES DOLLARS
- ---------- ------------------------------------------------------------------- -----------
<C> <C> <S> <C>
COMMON STOCKS--CONTINUED
- -------------------------------------------------------------------------------------
JAPAN--CONTINUED
-------------------------------------------------------------------
HEALTH & PERSONAL CARE--0.8%
-------------------------------------------------------------------
8,000 Chugai Pharmaceutical Ltd. $ 77,779
-------------------------------------------------------------------
8,000 Kyowa Kogyo Co. Ltd. 76,728
-------------------------------------------------------------------
2,000 Nochida Pharmaceutical 37,192
-------------------------------------------------------------------
8,000 Sankyo Co. 190,809
-------------------------------------------------------------------
3,000 Shiseido Co. Ltd. 32,442
-------------------------------------------------------------------
8,000 Yamanouchi Pharmaceutical Co. Ltd. 164,128
------------------------------------------------------------------- -----------
Total 579,078
------------------------------------------------------------------- -----------
INDUSTRIAL GOODS & SERVICES--0.9%
-------------------------------------------------------------------
8,000 Bridgestone Corporation 112,383
-------------------------------------------------------------------
16,000 Mitsui Engineering & Shipbuilding 46,247
-------------------------------------------------------------------
8,000 MGK Insulators Ltd. 81,660
-------------------------------------------------------------------
8,000 Nippon Denso Ltd. 144,724
-------------------------------------------------------------------
10,000 Sumitomo Electric Industries 128,352
-------------------------------------------------------------------
8,000 Toto 139,873
------------------------------------------------------------------- -----------
Total 653,239
------------------------------------------------------------------- -----------
INSURANCE--0.4%
-------------------------------------------------------------------
8,000 Nippon Fire & Marine Insurance 50,370
-------------------------------------------------------------------
23,000 Tokio Marine Fire 260,342
------------------------------------------------------------------- -----------
Total 310,712
------------------------------------------------------------------- -----------
MACHINERY & EQUIPMENT--1.4%
-------------------------------------------------------------------
3,000 Chiyoda Chemical Engineering 37,293
-------------------------------------------------------------------
8,000 Daikin Industries 69,128
-------------------------------------------------------------------
5,000 Ebara 79,841
-------------------------------------------------------------------
16,000 Komatsu 141,490
-------------------------------------------------------------------
23,000 Kubota Corporation 159,459
-------------------------------------------------------------------
62,000 Mitsubishi Heavy Industries 421,074
-------------------------------------------------------------------
3,000 Tokyo Electron Ltd. 80,043
------------------------------------------------------------------- -----------
Total 988,328
------------------------------------------------------------------- -----------
MANUFACTURING--CONSUMER GOODS--0.7%
-------------------------------------------------------------------
14,000 Canon 207,991
-------------------------------------------------------------------
5,000 Casio Computer 54,575
-------------------------------------------------------------------
8,000 Fuji Photo Film Ltd. 174,639
-------------------------------------------------------------------
1,900 Sega Enterprise 97,739
------------------------------------------------------------------- -----------
Total 534,944
------------------------------------------------------------------- -----------
</TABLE>
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
IN U.S.
SHARES DOLLARS
- ---------- ------------------------------------------------------------------- -----------
<C> <C> <S> <C>
COMMON STOCKS--CONTINUED
- -------------------------------------------------------------------------------------
JAPAN--CONTINUED
-------------------------------------------------------------------
MISC. MATERIALS & COMMODITIES--0.4%
-------------------------------------------------------------------
23,000 Asahi Glass Co. $ 269,639
------------------------------------------------------------------- -----------
MERCHANDISING--1.4%
-------------------------------------------------------------------
6,000 Yokado 277,118
-------------------------------------------------------------------
8,000 Jusco Ltd. 152,001
-------------------------------------------------------------------
8,000 Marui 120,469
-------------------------------------------------------------------
16,000 Mitsukoshi Ltd. 144,077
-------------------------------------------------------------------
4,000 Seven-Eleven Japan Ltd. 297,533
------------------------------------------------------------------- -----------
Total 991,198
------------------------------------------------------------------- -----------
METALS & MINING--1.4%
-------------------------------------------------------------------
13,000 Furukawa Electric 80,407
-------------------------------------------------------------------
40,000 Kawasaki Steel Corporation 155,639
-------------------------------------------------------------------
47,000 Kobe Steel 142,026
-------------------------------------------------------------------
16,000 Mitsubishi Material Corp. 74,545
-------------------------------------------------------------------
45,000 Nippon Kokan 126,886
-------------------------------------------------------------------
59,000 Nippon Steel Corporation 220,027
-------------------------------------------------------------------
54,000 Sumitomo Metal Industries 168,636
-------------------------------------------------------------------
7,000 Sumitomo Metal & Mining 56,596
------------------------------------------------------------------- -----------
Total 1,024,762
------------------------------------------------------------------- -----------
OFFICE EQUIPMENT--0.4%
-------------------------------------------------------------------
16,000 Dai Nippon Printing Ltd. 257,107
------------------------------------------------------------------- -----------
PAPER PRODUCTS--0.1%
-------------------------------------------------------------------
16,000 UBE Industries 65,813
------------------------------------------------------------------- -----------
RETAIL STORES/CATALOG--0.0%
-------------------------------------------------------------------
1,000 Adyama Trading Co. 20,415
------------------------------------------------------------------- -----------
REAL ESTATE--0.3%
-------------------------------------------------------------------
17,000 Mitsubishi Estate Co. 195,863
------------------------------------------------------------------- -----------
SERVICES--0.4%
-------------------------------------------------------------------
2,000 Secom Co. Ltd. 118,245
-------------------------------------------------------------------
11,000 Toppan Printing 146,746
------------------------------------------------------------------- -----------
Total 264,991
------------------------------------------------------------------- -----------
</TABLE>
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
IN U.S.
SHARES DOLLARS
- ---------- ------------------------------------------------------------------- -----------
<C> <C> <S> <C>
COMMON STOCKS--CONTINUED
- -------------------------------------------------------------------------------------
JAPAN--CONTINUED
-------------------------------------------------------------------
TEXTILE PRODUCTS--0.5%
-------------------------------------------------------------------
16,000 Shon Denko $ 52,230
-------------------------------------------------------------------
16,000 Teijin 77,456
-------------------------------------------------------------------
23,000 Toray 146,210
-------------------------------------------------------------------
16,000 Toyobo 59,830
------------------------------------------------------------------- -----------
Total 335,726
------------------------------------------------------------------- -----------
TRANSPORTATION & SHIPPING--1.7%
-------------------------------------------------------------------
16,000 Ajinomoto Co., Inc. 187,575
-------------------------------------------------------------------
16,000 Hankyu Corp. 88,775
-------------------------------------------------------------------
31,000 Japan Air Lines 198,005
-------------------------------------------------------------------
23,000 Kinki Nippon Railway 186,656
-------------------------------------------------------------------
16,000 Nippon Express Co. 154,588
-------------------------------------------------------------------
23,000 Nippon Yusen 132,960
-------------------------------------------------------------------
16,000 Odakyu Railway 121,277
-------------------------------------------------------------------
16,000 Tobu Railway 101,873
-------------------------------------------------------------------
16,000 Tokyo Corp. 111,575
------------------------------------------------------------------- -----------
Total 1,283,284
------------------------------------------------------------------- -----------
WHOLESALE & INTERNATIONAL TRADE--1.0%
-------------------------------------------------------------------
23,000 Marubeni Corporation 116,224
-------------------------------------------------------------------
22,000 Mitsubishi Corporation 255,693
-------------------------------------------------------------------
23,000 Mitsui & Co. 180,147
-------------------------------------------------------------------
16,000 Sumitomo Corporation 154,749
------------------------------------------------------------------- -----------
Total 706,813
------------------------------------------------------------------- -----------
TOTAL JAPAN 21,795,535
------------------------------------------------------------------- -----------
MEXICO--2.3%
-------------------------------------------------------------------
BANKING--0.1%
-------------------------------------------------------------------
850 Grupo Financiero Sa de Banocci 1,475
-------------------------------------------------------------------
7,550 Grupo Financiero Serfin 8,682
-------------------------------------------------------------------
27,300 Grupo Finan Banamex 50,302
------------------------------------------------------------------- -----------
Total 60,459
------------------------------------------------------------------- -----------
BEVERAGES & TOBACCO--0.1%
-------------------------------------------------------------------
3,850 Coca-Cola Femsa SA 6,427
-------------------------------------------------------------------
24,200 Fomento Economico 44,209
-------------------------------------------------------------------
1,400 Grupo Modelo SA 19,843
------------------------------------------------------------------- -----------
Total 70,479
------------------------------------------------------------------- -----------
</TABLE>
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
IN U.S.
SHARES DOLLARS
- ---------- ------------------------------------------------------------------- -----------
<C> <C> <S> <C>
COMMON STOCKS--CONTINUED
- -------------------------------------------------------------------------------------
MEXICO--CONTINUED
-------------------------------------------------------------------
BUILDING PRODUCTS--0.2%
-------------------------------------------------------------------
7,750 Apasco S.A. de C.V. $ 26,485
-------------------------------------------------------------------
5,700 Cementos de Mexico 17,953
-------------------------------------------------------------------
19,350 Cementos de Mexico SA 66,431
-------------------------------------------------------------------
4,900 Cementos de Mexico CPO 15,897
-------------------------------------------------------------------
775 Tubos de Acero De Mexico 2,173
-------------------------------------------------------------------
4,900 Tomex SA 17,015
------------------------------------------------------------------- -----------
Total 145,954
------------------------------------------------------------------- -----------
CONSTRUCTION--0.0%
-------------------------------------------------------------------
450 Grupo de DeSarrollo 2,197
------------------------------------------------------------------- -----------
DIVERSIFIED--0.3%
-------------------------------------------------------------------
5,750 Grupo Industrial Alfa 46,182
-------------------------------------------------------------------
5,750 Grupo Sidek SA 6,375
-------------------------------------------------------------------
30,500 Grupo Carso 158,748
------------------------------------------------------------------- -----------
Total 211,305
------------------------------------------------------------------- -----------
ENGINEERING--0.0%
-------------------------------------------------------------------
4,800 Grupo Tribasa SA 23,585
------------------------------------------------------------------- -----------
FINANCIAL SERVICES--0.0%
-------------------------------------------------------------------
650 Grupo Financiero Banorth 972
-------------------------------------------------------------------
68,690 Grupo Financiero Bancomer SA de C.V. 23,258
------------------------------------------------------------------- -----------
Total 24,230
------------------------------------------------------------------- -----------
FOOD & HOUSEHOLD PRODUCTS--0.1%
-------------------------------------------------------------------
3,650 Herdez S.A. de C.V. 1,392
-------------------------------------------------------------------
5,950 Kimberly Clark de Mexico 52,474
------------------------------------------------------------------- -----------
Total 53,866
------------------------------------------------------------------- -----------
HOTELS & LODGING--0.0%
-------------------------------------------------------------------
11,747 Grupo Situr SA 8,417
------------------------------------------------------------------- -----------
INDUSTRIAL GOODS & SERVICES--0.0%
-------------------------------------------------------------------
2,800 Desc S.A. de C.V. 5,732
-------------------------------------------------------------------
3,800 Grupo Industrial 13,614
-------------------------------------------------------------------
4,600 Industria Penoles 10,070
------------------------------------------------------------------- -----------
Total 29,416
------------------------------------------------------------------- -----------
INDUSTRIAL HOLDING COMPANY--0.0%
-------------------------------------------------------------------
13,900 Grupo Industrial Maseca S.A. C.V. 11,383
------------------------------------------------------------------- -----------
</TABLE>
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
IN U.S.
SHARES DOLLARS
- ---------- ------------------------------------------------------------------- -----------
<C> <C> <S> <C>
COMMON STOCKS--CONTINUED
- -------------------------------------------------------------------------------------
MEXICO--CONTINUED
-------------------------------------------------------------------
MACHINERY & EQUIPMENT--0.1%
-------------------------------------------------------------------
4,625 Expresas Ica Sociedad Controladora $ 39,332
------------------------------------------------------------------- -----------
MISCELLANEOUS MATERIALS & COMMODITIES--0.0%
-------------------------------------------------------------------
2,300 Consorcio G Grupo Dina S.A. de C.V. 2,680
------------------------------------------------------------------- -----------
MERCHANDISING--0.3%
-------------------------------------------------------------------
101,800 Cifra S.A. de C.V. 122,885
-------------------------------------------------------------------
20,500 Empresas la Modern 66,182
------------------------------------------------------------------- -----------
Total 189,067
------------------------------------------------------------------- -----------
RETAIL STORES/CATALOGS--0.0%
-------------------------------------------------------------------
35,384 Grupo Gigante SA 8,359
------------------------------------------------------------------- -----------
GENERAL MERCHANDISE--0.0%
-------------------------------------------------------------------
16,331 Controladora Comercial Mexicana 10,287
------------------------------------------------------------------- -----------
TRANSPORTATION & SHIPPING--0.1%
-------------------------------------------------------------------
2,900 Aerovias de Mexico SA 247
-------------------------------------------------------------------
650 Transportation Maritima Mexicana 3,767
-------------------------------------------------------------------
13,400 Vitro Mexican NPV Ords 43,683
------------------------------------------------------------------- -----------
Total 47,697
------------------------------------------------------------------- -----------
TELECOMMUNICATIONS--1.0%
-------------------------------------------------------------------
10,964 Grupo Televisa S.A. CPO 111,542
-------------------------------------------------------------------
384,300 Telefonos de Mexico S.A. de C.V. 606,322
------------------------------------------------------------------- -----------
Total 717,864
------------------------------------------------------------------- -----------
TOTAL MEXICO 1,656,577
------------------------------------------------------------------- -----------
NETHERLANDS--6.8%
-------------------------------------------------------------------
APPLIANCES & HOUSEHOLD PRODUCTS--0.4%
-------------------------------------------------------------------
9,600 Philips Electronics N.V. 303,862
------------------------------------------------------------------- -----------
BANKING--0.4%
-------------------------------------------------------------------
8,900 ABN Amro Holdings 304,745
------------------------------------------------------------------- -----------
BEVERAGES & TOBACCO--0.2%
-------------------------------------------------------------------
1,150 Heineken N.V. 171,649
------------------------------------------------------------------- -----------
BROADCASTING & PUBLISHING--0.5%
-------------------------------------------------------------------
19,000 Elsevier Nlgi Ords 183,325
-------------------------------------------------------------------
2,000 Wolters Klumer CVA 148,495
------------------------------------------------------------------- -----------
Total 331,820
------------------------------------------------------------------- -----------
CHEMICALS--0.4%
-------------------------------------------------------------------
2,200 Akzo NV NLG20 Ords 250,065
------------------------------------------------------------------- -----------
</TABLE>
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
IN U.S.
SHARES DOLLARS
- ---------- ------------------------------------------------------------------- -----------
<C> <C> <S> <C>
COMMON STOCKS--CONTINUED
- -------------------------------------------------------------------------------------
NETHERLANDS--CONTINUED
-------------------------------------------------------------------
ENERGY--2.4%
-------------------------------------------------------------------
15,400 Royal Dutch Petroleum $ 1,723,275
------------------------------------------------------------------- -----------
FOOD PRODUCTS & SERVICES--0.8%
-------------------------------------------------------------------
4,600 Unilever NV 545,056
------------------------------------------------------------------- -----------
FOREST PRODUCTS--0.1%
-------------------------------------------------------------------
3,000 NV Koninklijke 93,192
------------------------------------------------------------------- -----------
INSURANCE--0.5%
-------------------------------------------------------------------
7,900 Internationale Nederlanden Groep 370,432
------------------------------------------------------------------- -----------
MACHINERY & EQUIPMENT--0.0%
-------------------------------------------------------------------
850 Verenigde Machinefabrieken Stork 22,804
------------------------------------------------------------------- -----------
MERCHANDISING--0.2%
-------------------------------------------------------------------
3,500 Koninklijke Ahold NV 106,871
------------------------------------------------------------------- -----------
METALS--0.1%
-------------------------------------------------------------------
900 Hoogovens and Staalf 40,454
------------------------------------------------------------------- -----------
SERVICES--0.7%
-------------------------------------------------------------------
14,300 Koninklijke PTT Nederland NV 471,137
------------------------------------------------------------------- -----------
TRANSPORTATION & SHIPPING--0.1%
-------------------------------------------------------------------
2,400 KLM Royal Dutch Air 64,529
-------------------------------------------------------------------
700 Nedlloyd Groep NV 21,415
------------------------------------------------------------------- -----------
Total 85,944
------------------------------------------------------------------- -----------
TOTAL NETHERLANDS 4,821,306
------------------------------------------------------------------- -----------
PORTUGAL--2.4%
-------------------------------------------------------------------
BANKING--1.5%
-------------------------------------------------------------------
21,500 Banco Espirito Santo 340,235
-------------------------------------------------------------------
33,000 Banco Commercial Portuguese 391,035
-------------------------------------------------------------------
11,900 Banco Portugues Investmento 187,177
-------------------------------------------------------------------
10,000 Banco Portugues do Atlantico 171,394
------------------------------------------------------------------- -----------
Total 1,089,841
------------------------------------------------------------------- -----------
BEVERAGES & TOBACCO--0.1%
-------------------------------------------------------------------
3,800 Unicer 50,194
------------------------------------------------------------------- -----------
CHEMICALS--0.0%
-------------------------------------------------------------------
500 Corporacao Industrial do Norte 14,325
------------------------------------------------------------------- -----------
</TABLE>
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
IN U.S.
SHARES DOLLARS
- ---------- ------------------------------------------------------------------- -----------
<C> <C> <S> <C>
COMMON STOCKS--CONTINUED
- -------------------------------------------------------------------------------------
PORTUGAL--CONTINUED
-------------------------------------------------------------------
ENGINEERING--0.1%
-------------------------------------------------------------------
270 Soares da Costa $ 3,658
-------------------------------------------------------------------
900 Soares da Costa SA 12,634
-------------------------------------------------------------------
950 Engil Soc Construcao Civil 13,639
-------------------------------------------------------------------
900 Sociedade de Construcoes Soares da Cos 18,291
-------------------------------------------------------------------
800 Sonague Sociedade Gestora de Parti 6,228
------------------------------------------------------------------- -----------
Total 54,450
------------------------------------------------------------------- -----------
FINANCIAL SERVICES--0.0%
-------------------------------------------------------------------
2,100 Banco Internacional do Furchal SA 19,403
------------------------------------------------------------------- -----------
FOREST PRODUCTS--0.1%
-------------------------------------------------------------------
4,700 Corticeira Anorim 74,977
------------------------------------------------------------------- -----------
INDUSTRIAL HOLDING COMPANY--0.4%
-------------------------------------------------------------------
13,000 Sonae 275,404
------------------------------------------------------------------- -----------
INSURANCE--0.0%
-------------------------------------------------------------------
3,300 Companhia de Seguros 22,342
------------------------------------------------------------------- -----------
REAL ESTATE--0.0%
-------------------------------------------------------------------
800 Mundicenter 19,904
------------------------------------------------------------------- -----------
TRANSPORTATION & SHIPPING--0.1%
-------------------------------------------------------------------
600 Inapa Inv Part Ges 13,373
-------------------------------------------------------------------
6,900 Estado Nivais de Lisboa 32,449
------------------------------------------------------------------- -----------
Total 45,822
------------------------------------------------------------------- -----------
TELECOMMUNICATIONS--0.1%
-------------------------------------------------------------------
1,600 Radio Marconi 47,985
------------------------------------------------------------------- -----------
TOTAL PORTUGAL 1,714,647
------------------------------------------------------------------- -----------
SPAIN--4.1%
-------------------------------------------------------------------
AUTOMOTIVE--0.1%
-------------------------------------------------------------------
1,450 Fasa-Renault 46,740
------------------------------------------------------------------- -----------
BANKING--1.3%
-------------------------------------------------------------------
3,133 Banco Espana Credito (Banesto) 20,317
-------------------------------------------------------------------
4,400 Corporacion Bancaria de Espana 148,173
-------------------------------------------------------------------
11,867 Banco de Santander SA 424,831
-------------------------------------------------------------------
5,600 Banco Central SA 129,545
-------------------------------------------------------------------
8,700 Banco Bilbao Vizcaya 218,084
------------------------------------------------------------------- -----------
Total 940,950
------------------------------------------------------------------- -----------
</TABLE>
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
IN U.S.
SHARES DOLLARS
- ---------- ------------------------------------------------------------------- -----------
<C> <C> <S> <C>
COMMON STOCKS--CONTINUED
- -------------------------------------------------------------------------------------
SPAIN--CONTINUED
-------------------------------------------------------------------
BEVERAGES & TOBACCO--0.0%
-------------------------------------------------------------------
1,350 Tabaclera $ 38,397
------------------------------------------------------------------- -----------
BUILDING PRODUCTS--0.1%
-------------------------------------------------------------------
400 Portland Valderrivassa 27,274
-------------------------------------------------------------------
1,500 Uralita 13,653
------------------------------------------------------------------- -----------
Total 40,927
------------------------------------------------------------------- -----------
BUSINESS SERVICES--0.1%
-------------------------------------------------------------------
7,300 Autopista 57,582
------------------------------------------------------------------- -----------
CHEMICALS--0.0%
-------------------------------------------------------------------
3,700 Ercros SA 3,985
------------------------------------------------------------------- -----------
CONSTRUCTION--0.0%
-------------------------------------------------------------------
2,700 Dragados Y Contrucciones 37,168
------------------------------------------------------------------- -----------
ENERGY--0.5%
-------------------------------------------------------------------
11,500 Repsol SA 322,725
------------------------------------------------------------------- -----------
FOOD & HOUSEHOLD PRODUCTS & SERVICES--0.1%
-------------------------------------------------------------------
2,100 Ebro Agricolas Compania de Alime 22,060
-------------------------------------------------------------------
1,050 Viscofan Envolturas Celulosicas 15,131
------------------------------------------------------------------- -----------
Total 37,191
------------------------------------------------------------------- -----------
INDUSTRIAL HOLDING COMPANY--0.0%
-------------------------------------------------------------------
750 Alba (Corp Finan) 30,206
------------------------------------------------------------------- -----------
INSURANCE--0.1%
-------------------------------------------------------------------
1,000 Corporacion Mapfre SA 38,454
------------------------------------------------------------------- -----------
MACHINERY & EQUIPMENT--0.0%
-------------------------------------------------------------------
325 Zardoya Otis SA 30,196
------------------------------------------------------------------- -----------
METALS--0.1%
-------------------------------------------------------------------
540 Acerinox SA 56,070
------------------------------------------------------------------- -----------
REAL ESTATE--0.0%
-------------------------------------------------------------------
150 Immobiliaria Metrolpolitana 4,460
-------------------------------------------------------------------
1,650 Vallehermoso SA 25,968
------------------------------------------------------------------- -----------
Total 30,428
------------------------------------------------------------------- -----------
TELECOMMUNICATIONS--0.6%
-------------------------------------------------------------------
34,000 Telefonica de Espana 420,339
------------------------------------------------------------------- -----------
</TABLE>
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
IN U.S.
SHARES DOLLARS
- ---------- ------------------------------------------------------------------- -----------
<C> <C> <S> <C>
COMMON STOCKS--CONTINUED
- -------------------------------------------------------------------------------------
SPAIN--CONTINUED
-------------------------------------------------------------------
GAS & ELECTRIC UTILITIES--1.1%
-------------------------------------------------------------------
1,350 Gas Naturale $ 110,584
-------------------------------------------------------------------
550 Fomento Construccion Es Y Contra 51,352
-------------------------------------------------------------------
9,500 Empresa Nacional Electricidad Es 388,370
-------------------------------------------------------------------
32,300 Iberdrola SA 191,577
-------------------------------------------------------------------
11,300 Union Electrica Fenosa 40,969
------------------------------------------------------------------- -----------
Total 782,852
------------------------------------------------------------------- -----------
TOTAL SPAIN 2,914,210
------------------------------------------------------------------- -----------
THAILAND--0.0%
-------------------------------------------------------------------
FINANCIAL SERVICES--0.0%
-------------------------------------------------------------------
3,900 National Finance & Security 16,815
------------------------------------------------------------------- -----------
TOTAL COMMON STOCKS (IDENTIFIED COST, $67,610,475) 62,736,771
------------------------------------------------------------------- -----------
PREFERRED STOCKS--0.2%
- -------------------------------------------------------------------------------------
AUSTRALIA--0.2%
-------------------------------------------------------------------
BROADCASTING & PUBLISHING--0.2%
-------------------------------------------------------------------
47,804 News Corp. Ltd. 167,226
------------------------------------------------------------------- -----------
TOTAL PREFERRED STOCKS (IDENTIFIED COST, $68,129) 167,226
------------------------------------------------------------------- -----------
WARRANTS AND RIGHTS--0.1%
- -------------------------------------------------------------------------------------
FRANCE--0.0%
-------------------------------------------------------------------
125 Eurafrance Rights 0
------------------------------------------------------------------- -----------
ITALY--0.0%
-------------------------------------------------------------------
5,500 Credito Italiano 0
-------------------------------------------------------------------
2,300 R.A.S. SPA 8,979
------------------------------------------------------------------- -----------
TOTAL ITALY 8,979
------------------------------------------------------------------- -----------
HONG KONG--0.0%
-------------------------------------------------------------------
800 Applied International Warrants 5
------------------------------------------------------------------- -----------
THAILAND--0.1%
-------------------------------------------------------------------
1,300 National Finance & Security 1,090
-------------------------------------------------------------------
2,400 CMIC Finance & Security Rights (convertible to ordinary shares) 6,611
-------------------------------------------------------------------
600 CMIC Finance & Security Rights (convertible to units) 0
-------------------------------------------------------------------
3,600 Dhana Siam Financial & Security 25,582
------------------------------------------------------------------- -----------
TOTAL THAILAND 33,283
------------------------------------------------------------------- -----------
TOTAL WARRANTS AND RIGHTS (IDENTIFIED COST, $0) 42,267
------------------------------------------------------------------- -----------
</TABLE>
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE
PRINCIPAL IN U.S.
AMOUNT DOLLARS
- ---------- ------------------------------------------------------------------- -----------
<C> <C> <S> <C>
U.S. GOVERNMENT OBLIGATIONS--11.1%
- -------------------------------------------------------------------------------------
U.S. GOVERNMENT AGENCIES--11.1%
-------------------------------------------------------------------
$2,900,000 Federal Home Loan Bank, VRDN, 2/7/95 $ 2,896,916
-------------------------------------------------------------------
5,000,000 Federal National Mortgage Association, VRDN, 2/17/95 4,986,966
------------------------------------------------------------------- -----------
TOTAL U.S. GOVERNMENT OBLIGATIONS, AT AMORTIZED COST 7,883,882
------------------------------------------------------------------- -----------
TOTAL INVESTMENTS (IDENTIFIED COST, $75,562,486) $70,830,146+
------------------------------------------------------------------- -----------
</TABLE>
+ The cost for federal tax purposes amounts to $75,562,486. The net unrealized
depreciation of investments on a federal tax basis amounts to $4,732,340,
which is comprised of $874,801 appreciation and $5,607,141 depreciation at
January 31, 1995.
Note: The categories of investments are shown as a percentage of net assets
($71,122,013) at January 31, 1995.
The following abbreviation is used in this portfolio:
VRDN--Variable Rate Demand Notes
(See Notes which are an integral part of the financial statements)
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
STATEMENT OF ASSETS AND LIABILITIES
JANUARY 31, 1995
(UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
ASSETS:
- --------------------------------------------------------------------------------
Investments in securities, at amortized cost and value
(identified and tax cost, $75,562,486) $70,830,146
- --------------------------------------------------------------------------------
Cash 180,702
- --------------------------------------------------------------------------------
Unrealized appreciation on forward foreign currency exchange contracts 113,023
- --------------------------------------------------------------------------------
Dividends and interest receivable 42,277
- --------------------------------------------------------------------------------
Realized gain on forward foreign currency exchange contracts 27,619
- --------------------------------------------------------------------------------
Receivable for Fund shares sold 2,500
- --------------------------------------------------------------------------------
Other receivables 10,298
- -------------------------------------------------------------------------------- -----------
Total assets 71,206,565
- --------------------------------------------------------------------------------
LIABILITIES:
- --------------------------------------------------------------------------------
Unrealized depreciation of foreign currency $48,165
- ----------------------------------------------------------------------
Accrued expenses 36,387
- ---------------------------------------------------------------------- -------
Total liabilities 84,552
- -------------------------------------------------------------------------------- -----------
NET ASSETS for 7,894,634 shares of beneficial interest outstanding $71,122,013
- -------------------------------------------------------------------------------- -----------
NET ASSETS CONSIST OF:
- --------------------------------------------------------------------------------
Paid-in capital $77,080,842
- --------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) of investments and foreign currency
transactions (4,618,959)
- --------------------------------------------------------------------------------
Accumulated net realized gain (loss) on investments and foreign currency
transactions (1,384,774)
- --------------------------------------------------------------------------------
Undistributed net investment income 44,904
- -------------------------------------------------------------------------------- -----------
Total net assets $71,122,013
- -------------------------------------------------------------------------------- -----------
NET ASSET VALUE, and Redemption Proceeds Per Share:
($71,122,013 / 7,894,634 shares of beneficial interest outstanding) $9.01
- -------------------------------------------------------------------------------- -----------
COMPUTATION OF OFFERING PRICE:
- --------------------------------------------------------------------------------
Offering Price Per Share (100/95.5 of $9.01) $9.43*
- -------------------------------------------------------------------------------- -----------
</TABLE>
* See "What Shares Cost" in the prospectus.
(See Notes which are an integral part of the financial statements)
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
STATEMENT OF OPERATIONS
SIX MONTHS ENDED JANUARY 31, 1995*
(UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
- ---------------------------------------------------------------------------------
Interest income $ 205,625
- ---------------------------------------------------------------------------------
Dividend income (net of foreign taxes withheld of $39,445) 256,416
- --------------------------------------------------------------------------------- -----------
Total investment income 462,041
- ---------------------------------------------------------------------------------
EXPENSES:
- ---------------------------------------------------------------------------------
Investment advisory fee $252,811
- ---------------------------------------------------------------------
Administrative personnel and services fees 61,599
- ---------------------------------------------------------------------
Custodian fee 57,941
- ---------------------------------------------------------------------
Portfolio accounting and transfer and dividend disbursing agent
fees and expenses 28,793
- ---------------------------------------------------------------------
Legal fees 2,028
- ---------------------------------------------------------------------
Auditing fees 1,896
- ---------------------------------------------------------------------
Printing and postage 1,620
- ---------------------------------------------------------------------
Miscellaneous 10,449
- --------------------------------------------------------------------- --------
Total expenses 417,137
- --------------------------------------------------------------------------------- -----------
Net investment income 44,904
- --------------------------------------------------------------------------------- -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
- ---------------------------------------------------------------------------------
Net realized loss on investments and foreign currency transactions
(identified cost basis) (1,384,774)
- ---------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments and
foreign currency transactions (4,618,959)
- --------------------------------------------------------------------------------- -----------
Net realized and unrealized gain (loss) on investments (6,003,733)
- --------------------------------------------------------------------------------- -----------
Change in net assets resulting from operations $(5,958,829)
- --------------------------------------------------------------------------------- -----------
</TABLE>
* For the period from August 19, 1994 (date of initial public investment) to
January 31, 1995.
(See Notes which are an integral part of the financial statements)
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JANUARY 31, 1995*
------------------
<S> <C>
INCREASE (DECREASE) IN NET ASSETS:
- ----------------------------------------------------------------------
OPERATIONS--
- ----------------------------------------------------------------------
Net investment income $ 44,904
- ----------------------------------------------------------------------
Net realized gain (loss) on investments and foreign currency
transactions
($1,384,774 net loss as computed for federal tax purposes) (1,384,774)
- ----------------------------------------------------------------------
Change in unrealized appreciation (depreciation) of investments and
foreign currency transactions (4,618,959)
----------
- ----------------------------------------------------------------------
Change in net assets resulting from operations (5,958,829)
----------
- ----------------------------------------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS--
- ----------------------------------------------------------------------
Dividends to shareholders from net investment income --
----------
- ----------------------------------------------------------------------
FUND SHARE (PRINCIPAL) TRANSACTIONS--
- ----------------------------------------------------------------------
Proceeds from sale of shares 77,823,275
- ----------------------------------------------------------------------
Cost of shares redeemed (742,433)
- ---------------------------------------------------------------------- ---------------
Change in net assets from Fund share transactions 77,080,842
- ---------------------------------------------------------------------- ---------------
Change in net assets 71,122,013
- ----------------------------------------------------------------------
NET ASSETS:
- ----------------------------------------------------------------------
Beginning of period --
- ---------------------------------------------------------------------- ---------------
End of period (including undistributed net investment income of
$44,904) $ 71,122,013
- ---------------------------------------------------------------------- ---------------
</TABLE>
* For the period from August 19, 1994 (date of initial public investment) to
January 31, 1995
(unaudited).
(See Notes which are an integral part of the financial statements)
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 1995
(UNAUDITED)
- --------------------------------------------------------------------------------
(1) ORGANIZATION
Fountain Square Funds (the "Trust") is registered under the Investment Company
Act of 1940, as amended (the "Act"), as an open-end, management investment
company. The Trust consists of ten portfolios. The financial statements included
herein are only those of Fountain Square International Equity Fund (the "Fund").
The financial statements of the other portfolios are presented separately. The
assets of each portfolio are segregated and a shareholder's interest is limited
to the portfolio in which shares are held.
(2) SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. These
policies are in conformity with generally accepted accounting principles.
<TABLE>
<S> <C>
A. INVESTMENT VALUATIONS--Listed equity securities are valued at the last sale price
reported on national securities exchanges. Unlisted securities and short-term securities
are generally valued at the prices provided by an independent pricing service. Short-term
securities with remaining maturities of sixty days or less may be stated at amortized
cost, which approximates fair market value.
B. REPURCHASE AGREEMENTS--It is the policy of the Fund to require a custodian bank to take
possession, to have legally segregated in the Federal Reserve Book Entry System or to
have segregated within the custodian bank's vault, all securities held as collateral
under repurchase agreement transactions. Additionally, procedures have been established
by the Fund to monitor, on a daily basis, the market value of each repurchase agreement's
collateral to ensure that the value of collateral at least equals the repurchase price to
be paid under the repurchase agreement transaction.
The Fund will only enter into repurchase agreements with banks and other recognized
financial institutions, such as brokers/dealers, which are deemed by the Fund's adviser
to be creditworthy pursuant to guidelines reviewed or established by the Board of
Trustees.
Risks may arise from the potential inability of counterparties to honor the terms of the
repurchase agreement. Accordingly, the Fund could receive less than the repurchase price
on the sale of collateral securities.
C. INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS--Dividend income and distributions to
shareholders are recorded on the ex-dividend date. Interest income and expenses are
accrued daily. Bond premium and discount, if applicable, are amortized as required by the
Internal Revenue Code, as amended (the "Code").
D. FOREIGN CURRENCY TRANSLATION--The accounting records of the Fund are maintained in U.S.
dollars. All assets and liabilities denominated in foreign currencies ("FC") are
translated into U.S. dollars based on the rate of exchange of such currencies against the
U.S. dollar on the date of valuation. Purchases and sales of securities, income and
expenses are translated at the rate of exchange quoted on the respective date that such
transactions are recorded. Differences between income and expense amounts recorded and
collected or paid are adjusted when reported by the custodian bank. The Fund does not
isolate that portion of the results of operations resulting from changes in foreign
exchange rates on investments from the fluctuations arising from changes in market prices
of securities held. Such fluctuations are included with the net realized and unrealized
gain or loss from investments.
</TABLE>
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Reported net realized foreign exchange gains or losses arise from sales and maturities of
short-term securities, sales of FCs, currency gains or losses realized between the trade
and settlement dates on securities transactions, the difference between the amount of
dividends, interest, and foreign withholding taxes recorded on the Fund's books, and the
U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign
exchange gains and losses arise from changes in the value of assets and liabilities other
than investments in securities at fiscal year end, resulting from changes in the exchange
rate.
E. FEDERAL TAXES--It is the Fund's policy to comply with the provisions of the Code
applicable to regulated investment companies and to distribute to shareholders each year
substantially all of its income. Accordingly, no provisions for federal tax are
necessary. However, federal taxes may be imposed on the Fund upon the disposition of
certain investments in passive foreign investment companies. Withholding taxes on foreign
dividends have been provided for in accordance with the Fund's understanding of the
applicable country's tax rules and rates.
F. FORWARD COMMITMENTS--The Fund may enter into forward commitments for the delayed delivery
of forward foreign currency exchange contracts which are based upon financial indices at
an exchange rate at a future date. Risks may arise upon entering these contracts from the
potential inability of counterparties to meet the terms of their contracts and from
unanticipated movements in foreign exchange rates. The forward foreign currency exchange
contracts are adjusted by the daily exchange rate of the underlying currency and any
gains or losses are recorded for financial statement purposes as unrealized until the
contract settlement date. For the period ended January 31, 1995, the Fund incurred
realized gains of $27,619 from forward foreign currency exchange contracts.
At January 31, 1995 the Fund had outstanding forward foreign currency exchange contracts
as set forth below.
</TABLE>
<TABLE>
<CAPTION>
UNREALIZED
SETTLEMENT CONTRACTS IN EXCHANGE APPRECIATION
DATE TO DELIVER FOR (DEPRECIATION)
- --------------- -------------- ------------ --------------
<S> <C> <C> <C>
4/28/95 19,269,000 $ 3,600,000 $(52,777)
French Franc
4/28/95 343,236,250 2,717,197 137,471
Spanish Peseta
4/28/95 1,006,465,600 10,220,000 28,329
Japanese Yen
------------
Net Unrealized Appreciation on Forward $113,023
Commitments
------------
G. FOREIGN CURRENCY COMMITMENTS--The Fund may enter into foreign currency commitments for
the delayed delivery of securities or foreign currency exchange transactions. Risks may
arise upon entering into these transactions from the potential inability of
counterparties to meet the terms of their commitments and from unanticipated movements in
security prices or foreign exchange rates. The foreign currency transactions are adjusted
by the daily exchange rate of the underlying currency and any gains or losses are
recorded for financial statement purposes as unrealized until the settlement date.
H. OPTION CONTRACTS--The Fund may write or purchase option contracts. A written option
obligates the Fund to deliver (a call), or to receive (a put), the contract amount of
foreign currency upon exercise by the holder of the option. The value of the option
contract is recorded as a liability and unrealized gain or loss is measured by the
difference between the current value and the premium received. The Fund had no written
options outstanding at January 31, 1995.
I. WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS--The Fund may engage in when-issued or
delayed delivery transactions. The Fund records when-issued securities on the trade date
and maintains security positions such that sufficient liquid assets will be available to
make payment for
</TABLE>
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
the securities purchased. Securities purchased on a when-issued or delayed delivery basis
are marked to market daily and begin earning interest on the settlement date.
J. CONCENTRATION OF CREDIT RISK--The Fund invests in equity and fixed income securities of
non-U.S. issuers. Although the Fund maintains a diversified investment portfolio the
political or economic developments within a particular country or region may have an
adverse effect on the ability of domiciled issuers to meet their obligations.
Additionally, political or economic developments may have an effect on the liquidity and
volatility of portfolio securities and currency holdings.
K. DEFERRED EXPENSES--The costs incurred by the Fund with respect to registration of its
shares in its first fiscal year, excluding the initial expense of registering its shares,
have been deferred and are being amortized using the straight-line method not to exceed a
period of five years from the Fund's commencement date.
L. OTHER--Investment transactions are accounted for on the trade date.
</TABLE>
(3) SHARES OF BENEFICIAL INTEREST
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value).
Transactions in Fund shares were as follows:
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JANUARY 31, 1995*
- ---------------------------------------------------------------------- ------------------
<S> <C>
Shares sold 7,973,333
- ----------------------------------------------------------------------
Shares redeemed (78,699)
----------
- ----------------------------------------------------------------------
Net change resulting from Fund share transactions 7,894,634
----------
- ----------------------------------------------------------------------
</TABLE>
* For the period from August 19, 1994 (date of initial public investment) to
January 31, 1995.
(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
INVESTMENT ADVISORY FEE--Fifth Third Bank, the Fund's investment adviser (the
"Adviser"), receives for its services an annual investment advisory fee equal to
1.00 of 1% of the Fund's average daily net assets. Morgan Stanley Asset
Management, Inc. is the Fund's sub-adviser (the "Sub-Adviser"). The Adviser
compensates the Sub-Adviser at the annual rate of 0.50 of 1% of the Fund's
average daily net assets.
ADMINISTRATIVE FEE--Federated Administrative Services ("FAS") provides the Fund
with certain administrative personnel and services. The FAS fee is based on the
level of average net assets of the Trust for the period. FAS may voluntarily
choose to waive a portion of its fee.
TRANSFER AND DIVIDEND DISBURSING AGENT, ACCOUNTING AND CUSTODY FEES--Fifth Third
Bank serves as transfer and dividend disbursing agent for the Fund for which it
receives a fee. Fifth Third Bank has subcontracted the execution of the transfer
and dividend disbursing agency services functions to a non-affiliated entity.
The fee is based on the level of the Fund's average net assets for the period,
plus out-of-pocket expenses.
Fifth Third Bank maintains the Fund's accounting records for which it receives a
fee. Fifth Third Bank has subcontracted the execution of the accounting services
function to a non-affiliated entity. The fee is based on the level of the Fund's
average net assets for the period, plus out-of-pocket expenses.
Fifth Third Bank is the Fund's custodian for which it receives a fee. The fee is
based on the level of the Fund's average net assets for the period, plus
out-of-pocket expenses.
Certain of the Officers and Trustees of the Trust are Officers and Directors or
Trustees of the above companies.
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------
(5) INVESTMENT TRANSACTIONS
Purchases and sales of investments, excluding short-term securities, for the
period ended January 31, 1995, were as follows:
<TABLE>
<S> <C>
- -------------------------------------------------------------------------------
PURCHASES $ 76,324,228
- ------------------------------------------------------------------------------- ------------
SALES $ 8,080,116
- ------------------------------------------------------------------------------- ------------
</TABLE>
February 28, 1995
[LOGO]
Fifth Third Bank
Investment Adviser
Federated Securities Corp. is the distributor of the Funds
350756854
007382 (2/95)
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
[LOGO]
FOUNTAIN SQUARE FUNDS
PROSPECTUS
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
(A PORTFOLIO OF THE FOUNTAIN SQUARE FUNDS)
PROSPECTUS
The shares of Fountain Square International Equity Fund (the "Fund") offered by
this prospectus represent interests in a diversified portfolio of securities
which is one of a series of investment portfolios in the Fountain Square Funds
(the "Trust"), an open-end management investment company (a mutual fund).
The investment objective of the Fund is to seek long-term capital appreciation.
The Fund pursues this objective through a diversified portfolio primarily
invested in equity securities of non-U.S. issuers.
This prospectus contains the information you should read and know before you
invest in the Fund. Keep this prospectus for future reference.
Additional information about the Fund is contained in the Fund's Statement of
Additional Information dated August 1, 1994, which was filed with the Securities
and Exchange Commission. The information contained in the Statement of
Additional Information is incorporated by reference into this prospectus. You
may request a copy of the Statement of Additional Information free of charge,
obtain other information, or make inquiries about the Fund by writing to or
calling the Trust.
THE INVESTMENT COMPANY SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR
OBLIGATIONS OF FIFTH THIRD BANK (THE "ADVISER"), AND ARE NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION ("FDIC"), THE FEDERAL
RESERVE BOARD OR BY ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THESE SHARES
INVOLVES INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Prospectus dated August 1, 1994
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
SYNOPSIS 1
- ------------------------------------------------------
EXPENSES OF THE FUND 2
- ------------------------------------------------------
OBJECTIVE OF THE FUND 3
- ------------------------------------------------------
Investment Policies 3
Money Market Instruments 4
Repurchase Agreements 4
Investing in Securities of Other
Investment Companies 4
Restricted and Illiquid Securities 4
When-Issued and Delayed
Delivery Transactions 5
Lending of Portfolio Securities 5
Foreign Currency Transactions 5
Forward Foreign Currency Exchange
Contracts 5
Options 5
Futures and Options on Futures 6
Risk Considerations 7
Exchange Rates 7
Foreign Companies 7
U.S. Government Policies 7
Emerging Markets 7
Investment Limitations 8
FOUNTAIN SQUARE FUNDS INFORMATION 8
- ------------------------------------------------------
Management of the Trust 8
Board of Trustees 8
Investment Adviser 8
Advisory Fees 8
Adviser's Background 9
Sub-Adviser 9
Sub-Advisory Fees 9
Sub-Adviser's Background 9
Portfolio Manager 9
Distribution of Fund Shares 9
Distribution Plan 9
Administrative Arrangements 10
Administration of the Fund 10
Administrative Services 10
Custodian, Transfer Agent and
Dividend Disbursing Agent 10
Legal Counsel 10
Independent Auditors 10
Expenses of the Fund 11
Brokerage Transactions 11
NET ASSET VALUE 11
- ------------------------------------------------------
INVESTING IN THE FUND 11
- ------------------------------------------------------
Share Purchases 11
Through Fifth Third Bank
or Fifth Third Securities 11
Minimum Investment Required 12
What Shares Cost 12
Purchases at Net Asset Value 12
Dealer Concessions 12
Reducing/Eliminating the Sales Charge 13
Quantity Discounts and Accumulated
Purchases 13
Letter of Intent 13
Fifth Third Bank Club 53,
One Account Plus or One
Account Gold Programs 13
Purchases with Proceeds from
Redemptions of Unaffiliated Mutual
Fund Shares 14
Purchases with Proceeds from
Distributions of Qualified Retirement
Plans or Other Trusts Administered by
Fifth Third Bank 14
Concurrent Purchases 14
Systematic Investment Program 14
Certificates and Confirmations 14
Dividends and Capital Gains 14
EXCHANGES 14
- ------------------------------------------------------
REDEEMING SHARES 15
- ------------------------------------------------------
Through Fifth Third Bank or
Fifth Third Securities 15
By Telephone 15
By Mail 15
Receiving Payment 16
Systematic Withdrawal Program 16
Accounts with Low Balances 16
SHAREHOLDER INFORMATION 16
- ------------------------------------------------------
Voting Rights 16
Massachusetts Law 17
EFFECT OF BANKING LAWS 17
- ------------------------------------------------------
TAX INFORMATION 17
- ------------------------------------------------------
Federal Income Tax 17
PERFORMANCE INFORMATION 18
- ------------------------------------------------------
ADDRESSES Inside Back Cover
- ------------------------------------------------------
SYNOPSIS
- --------------------------------------------------------------------------------
The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated September 15, 1988. The Declaration of Trust permits the Trust to
offer separate series of shares of beneficial interest representing interests in
separate portfolios of securities. The shares in any one portfolio may be
offered in separate classes. Shares of the Fund are designed for individuals and
institutions as a convenient means of accumulating an interest in a
professionally managed, diversified portfolio invested in equity securities of
non-U.S. issuers.
For information on how to purchase shares of the Fund, please refer to
"Investing in the Fund." A minimum initial investment of $2,500 is required for
the Fund, except for investments by individual retirement accounts ("IRAs").
Subsequent investments must be in amounts of at least $100. The Fund may make
certain investments and employ certain investment techniques that involve risks,
including investing in non-U.S. issuers, entering into repurchase agreements,
lending portfolio securities and entering into futures contracts and related
options. These risks are described under "Investment Policies." Shares are sold
at net asset value plus any applicable sales charge and are redeemed at net
asset value. Information on redeeming shares may be found under "Redeeming
Shares." The Fund is advised by Fifth Third Bank and sub-advised by Morgan
Stanley Asset Management Inc.
EXPENSES OF THE FUND
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases (as a percentage of offering
price)..................................................................... 4.50%
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price)........................................ None
Contingent Deferred Sales Charge (as a percentage of original purchase
price or redemption proceeds, as applicable)............................... None
Redemption Fees (as a percentage of amount redeemed, if applicable).......... None
Exchange Fee................................................................. None
ANNUAL FUND OPERATING EXPENSES*
(As a percentage of projected average net assets)
Management Fee............................................................... 1.00%
12b-1 Fees(1)................................................................ 0.00%
Other Expenses............................................................... 0.60%
Total Fund Operating Expenses........................................... 1.60%
</TABLE>
(1) As of the date of this prospectus, the Fund is not paying or accruing 12b-1
fees. The Fund will not accrue or pay 12b-1 fees until it has created a separate
class of shares for certain institutional investors. The Fund can pay up to
0.35% as a 12b-1 fee to the distributor.
* TOTAL OPERATING EXPENSES ARE ESTIMATED BASED ON AVERAGE EXPENSES EXPECTED TO
BE INCURRED DURING THE FISCAL YEAR ENDING JULY 31, 1995. DURING THE COURSE OF
THIS PERIOD, EXPENSES MAY BE MORE OR LESS THAN THE AVERAGE AMOUNT SHOWN.
THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE
VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF THE FUND WILL BEAR, EITHER
DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS AND
EXPENSES, SEE "FOUNTAIN SQUARE FUNDS INFORMATION" AND "INVESTING IN THE FUND".
Wire-transferred redemptions of less than $5,000 may be subject to additional
fees.
<TABLE>
<CAPTION>
EXAMPLE 1 year 3 years
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
You would pay the following expenses on a $1,000 investment assuming
(1) 5% annual return and (2) redemption at the end of each time period.
The Fund charges no redemption fees......................................... $61 $93
</TABLE>
THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THIS
EXAMPLE IS BASED ON ESTIMATED DATA FOR THE FUND'S FISCAL YEAR ENDING JULY 31,
1995.
OBJECTIVE OF THE FUND
- --------------------------------------------------------------------------------
The investment objective of the Fund is to seek long-term capital appreciation.
The Fund invests primarily in equity securities of non-U.S. issuers. The
objective is based on the premise that investing in non-U.S. securities provides
three potential benefits over investing solely in U.S. securities:
- the opportunity to take advantage of investment opportunities in
countries outside the U.S. which may arise because of differing economic
and political cycles;
- the opportunity to invest in financial markets of foreign countries, some
of which are believed to have superior growth potential; and
- the opportunity to reduce the overall volatility of a U.S. only portfolio
by combining domestic and international investments and thereby
diversifying across a wide range of countries and currencies.
The investment objective cannot be changed without the approval of holders of a
majority of the Fund's shares. While there is no assurance that the Fund will
achieve its investment objective, it endeavors to do so by following the
investment policies described in this prospectus.
Unless indicated otherwise, the investment policies of the Fund may be changed
by the Board of Trustees ("Trustees") without the approval of shareholders.
Shareholders will be notified before any material change in these policies
becomes effective.
INVESTMENT POLICIES
The Fund will invest at least 65%, and under normal market conditions
substantially all, of its total assets in equity securities of issuers located
in at least three countries outside of the United States. The Fund may also
purchase common stock equivalents (such as rights and warrants and securities
that are convertible into common stocks); corporate and government fixed income
securities denominated in currencies other than U.S. dollars; enter into
repurchase agreements, futures and options transactions involving securities and
securities indices, and foreign currency transactions, including forward foreign
currency exchange contracts; and maintain reserves in foreign or U.S. money
market instruments.
The Fund pursues its objective by investing in accordance with country
weightings determined by the adviser, Fifth Third Bank, in consultation with
Morgan Stanley Asset Management Inc. (the "sub-adviser"), in common stocks of
non-U.S. issuers which, in the aggregate, generally replicate broad country
indices. The sub-adviser utilizes a top-down approach in selecting investments
for the Fund that emphasizes country selection and weighting rather than
individual stock selection. This approach reflects the philosophy that a
diversified selection of securities representing exposure to world markets based
upon the economic outlook and current valuation levels (as discussed below) for
each country is an effective way to maximize the return and minimize the risk
associated with international investment. (Although, of course there can be no
assurance that these goals will be achieved.)
In consultation with the adviser, the sub-adviser determines country allocations
for the Fund on an ongoing basis within policy ranges dictated by each country's
market capitalization and liquidity. The Fund will invest substantially in
industrialized countries throughout the world that comprise the Morgan Stanley
Capital International EAFE (Europe, Australia and the Far East) Index. In
addition, the Fund may invest in emerging country equity securities. As used in
this Prospectus, the term "emerging country" applies to any country which, in
the opinion of the sub-adviser, is generally considered to be an emerging or
developing country by the international financial community, including the
International Bank for Reconstruction and Development (more commonly known as
the World Bank) and the International Finance Corporation. There are currently
over 130 countries which, in the opinion of the sub-adviser, are generally
considered to be emerging or developing countries by the international financial
community, approximately 40 of which currently have stock markets. These
countries generally include every nation in the world except the United States,
Canada, Japan, Australia, New Zealand and most nations located in Western
Europe. Currently, investing in many emerging countries is not feasible or may
involve unacceptable political risks. The Fund will focus its investments on
those emerging market countries in which it believes the economies are
developing strongly and in which the markets are becoming more sophisticated. As
markets in other countries develop, the Fund expects to expand and further
diversify the emerging countries in which it invests. The Fund does not
intend to invest in any security in a country where the currency is not freely
convertible to U.S. dollars, unless the Fund has obtained the necessary
governmental licensing to convert such currency or other appropriately licensed
or sanctioned contractual guarantee to protect such investment against loss of
that currency's external value, or the Fund has a reasonable expectation at the
time the investment is made that such governmental licensing or other
appropriately licensed or sanctioned guarantee would be obtained or that the
currency in which the security is quoted would be freely convertible at the time
of any proposed sale of the security by the Fund.
By analyzing a variety of macroeconomic and political factors, the sub-adviser
develops fundamental projections on interest rates, currencies, corporate
profits and economic growth for each country. These country projections are then
used to determine what is believed to be a fair value for the stock market of
each country. Discrepancies between actual value and fair value as determined by
the sub-adviser provide an expected return for each stock market. The expected
return is adjusted by currency return expectations derived from the
sub-adviser's purchasing-power parity exchange rate model to arrive at an
expected total return in U.S. dollars. The final country allocation decision is
then arrived at by considering the expected total return in light of various
country specific considerations such as market size, volatility, liquidity and
country risk.
Within a particular country, investments generally are made through the purchase
of common stocks which, in aggregate, replicate a broad market index, which in
most cases will be the Morgan Stanley Capital International Index for the given
country. The sub-adviser may overweight or underweight an industry segment of a
particular index if it concludes this would be advantageous to the Fund. Stock
selection by the Fund in this manner helps reduce stock-specific risk through
diversification and minimizes transaction costs, which can be substantial in
foreign markets.
MONEY MARKET INSTRUMENTS. The Fund may invest in U.S. and foreign short-term
money market instruments, including interest-bearing call deposits with banks,
government obligations, certificates of deposit, bankers' acceptances,
commercial paper, short-term corporate debt securities, and repurchase
agreements. These investments may be used to temporarily invest cash received
from the sale of Fund shares, to establish and maintain reserves for temporary
defensive purposes, or to take advantage of market opportunities.
REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements, which are
arrangements in which banks, broker/dealers, and other recognized financial
institutions sell securities to the Fund and agree at the time of sale to
repurchase them at a mutually agreed upon time and price. To the extent that the
original seller does not repurchase the securities from the Fund, the Fund could
receive less than the repurchase price on any sale of such securities.
INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES. The Fund may invest in
the securities of other investment companies, but it will not own more than 3%
of the total outstanding voting stock of any such investment company, invest
more than 5% of its total assets in any one such investment company, or invest
more than 10% of its total assets in such other investment companies in general.
To the extent that the Fund invests in securities issued by other investment
companies, the Fund will indirectly bear its proportionate share of any fees and
expenses paid by such companies in addition to the fees and expenses payable
directly by the Fund.
RESTRICTED AND ILLIQUID SECURITIES. The Fund may invest in restricted
securities. Restricted securities are any securities in which the Fund may
otherwise invest pursuant to its investment objective and policies but which are
subject to restrictions on resale under federal securities law. Restricted
securities may be issued by new and early stage companies which may include a
high degree of business and financial risk that can result in substantial
losses. As a result of the absence of a public trading market for these
securities, they may be less liquid than publicly traded securities. Although
these securities may be resold in privately negotiated transactions, the prices
realized from these sales could be less than those originally paid by the Fund,
or less than what may be considered the fair value of such securities. Further,
companies whose securities are not publicly traded may not be subject to the
disclosure and other investor protection requirements which might be applicable
if their securities were publicly traded. If such securities are required to be
registered under the securities laws of one or more jurisdictions before being
resold, the Fund may be required to bear the expense of registration. The Fund
will limit investments in illiquid securities, including certain restricted
securities not determined
by the Trustees to be liquid, over-the-counter options, and repurchase
agreements providing for settlement in more than seven days after notice, to 15%
of its net assets.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS. The Fund may purchase securities
on a when-issued or delayed delivery basis. These transactions are arrangements
in which the Fund purchases securities with payment and delivery scheduled for a
future time. In when-issued and delayed delivery transactions, the Fund relies
on the seller to complete the transaction. The seller's failure to complete the
transaction may cause the Fund to miss a price or yield considered to be
advantageous.
LENDING OF PORTFOLIO SECURITIES. In order to generate additional income, the
Fund may lend its portfolio securities on a short-term or long-term basis up to
one-third of the value of its total assets to broker/dealers, banks, or other
institutional borrowers of securities. The Fund will only enter into loan
arrangements with broker/dealers, banks, or other institutions which the adviser
has determined are creditworthy under guidelines established by the Trustees and
will receive collateral in the form of cash or U.S. government securities equal
to at least 100% of the value of the securities loaned.
FOREIGN CURRENCY TRANSACTIONS. The Fund will enter into foreign currency
transactions to obtain the necessary currencies to settle securities
transactions. Currency transactions may be conducted either on a spot or cash
basis at prevailing rates or through forward foreign currency exchange
contracts.
The Fund may also enter into foreign currency transactions to protect Fund
assets against adverse changes in foreign currency exchange rates or exchange
control regulations. Such changes could unfavorably affect the value of Fund
assets which are denominated in foreign currencies, such as foreign securities
or funds deposited in foreign banks, as measured in U.S. dollars. Although
foreign currency exchanges may be used by the Fund to protect against a decline
in the value of one or more currencies, such efforts may also limit any
potential gain that might result from a relative increase in the value of such
currencies and might, in certain cases, result in losses to the Fund. (Please
see Foreign Currency Transactions in the Statement of Additional Information for
further information about the risks.)
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. A forward foreign currency
exchange contract ("forward contract") is an obligation to purchase or sell an
amount of a particular currency at a specific price and on a future date agreed
upon by the parties.
Generally, no commission charges or deposits are involved. At the time the Fund
enters into a forward contract, Fund assets with a value equal to the Fund's
obligation under the forward contract are segregated and are maintained until
the contract has been settled. The Fund will not enter into a forward contract
with a term of more than one year.
The Fund will generally enter into a forward contract to provide the proper
currency to settle a securities transaction at the time the transaction occurs
("trade date"). The period between trade date and settlement date will vary
between 24 hours and 60 days, depending upon local custom.
The Fund may also protect against the decline of a particular foreign currency
by entering into a forward contract to sell an amount of that currency
approximating the value of all or a portion of the Fund's assets denominated in
that currency ("hedging"). The success of this type of short-term hedging
strategy is highly uncertain due to the difficulties of predicting short-term
currency market movements and of precisely matching forward contract amounts and
the constantly changing value of the securities involved. Although the
sub-adviser will consider the likelihood of changes in currency values when
making investment decisions, the sub-adviser believes that it is important to be
able to enter into forward contracts when it believes the interests of the Fund
will be served. The Fund will not enter into forward contracts for hedging
purposes in a particular currency in an amount in excess of the Fund's assets
denominated in that currency.
OPTIONS. The Fund may deal in options on foreign currencies, securities, and
securities indices, and on futures contracts involving these items, which
options may be listed for trading on an international securities exchange or
traded over-the-counter. The Fund may use options to manage interest rate and
currency risks. The Fund may also write covered call options and secured put
options to generate income or lock in gains. The Fund may write covered call
options and secured put options on up to 25% of its net assets and may purchase
put and call options provided that no more than 5% of the fair market value of
its net assets may be invested in premiums on such options.
A call option gives the purchaser the right to buy, and the writer the
obligation to sell, the underlying currency, security or other asset at the
exercise price during the option period. A put option gives the purchaser the
right to sell, and the writer the obligation to buy, the underlying currency,
security or other asset at the exercise price during the option period. The
writer of a covered call owns assets that are acceptable for escrow, and the
writer of a secured put invests an amount not less than the exercise price in
eligible assets to the extent that it is obligated as a writer. If a call
written by the Fund is exercised, the Fund foregoes any possible profit from an
increase in the market price of the underlying asset over the exercise price
plus the premium received. In writing puts, there is a risk that the Fund may be
required to take delivery of the underlying asset at a disadvantageous price.
Over-the-counter options ("OTC options") differ from exchange traded options in
several respects. They are transacted directly with dealers and not with a
clearing corporation, and there is a risk of nonperformance by the dealer as a
result of the insolvency of such dealer or otherwise, in which event the Fund
may experience material losses. However, in writing options, the premium is paid
in advance by the dealer. OTC options, which may not be continuously liquid, are
available for a greater variety of assets, and with a wider range of expiration
dates and exercise prices, than are exchange traded options.
It is not certain that a secondary market for positions in options, or futures
contracts (see below), will exist at all times. Although the adviser will
consider liquidity before entering into these transactions, there is no
assurance that a liquid secondary market on an exchange or otherwise will exist
for any particular futures contract or option at any particular time. The Fund's
ability to establish and close out futures and options positions depends on this
secondary market.
FUTURES AND OPTIONS ON FUTURES. The Fund may enter into futures contracts
involving foreign currency, securities and securities indices, or options
thereon, for bona fide hedging purposes. The Fund may also enter into such
futures contracts or related options for purposes other than bona fide hedging
if the aggregate amount of initial margin deposits on the Fund's futures and
related options positions would not exceed 5% of the net liquidation value of
the Fund's assets, provided further that in the case of an option that is
in-the-money at the time of the purchase, the in-the-money amount may be
excluded in calculating the 5% limitation. In addition, the Fund may not sell
futures contracts if the value of such futures contracts exceeds the total
market value of the Fund's portfolio securities. Futures contracts and options
thereon sold by the Fund are generally subject to segregation and coverage
requirements established by either the Commodity Futures Trading Commission
("CFTC") or the SEC, with the result that, if the Fund does not hold the
instrument underlying the futures contract or option, the Fund will be required
to segregate on an ongoing basis with its custodian cash, U.S. government
securities, or other liquid high grade debt obligations in an amount at least
equal to the Fund' obligations with respect to such instruments.
The Fund may enter into securities index futures contracts and purchase and
write put and call options on securities index futures contracts that are traded
on regulated exchanges, including non-U.S. exchanges to the extent permitted by
the CFTC. Securities index futures contracts are based on indexes that reflect
the market value of securities of the firms included in the indexes. An index
futures contract is an agreement pursuant to which two parties agree to take or
make delivery of an amount of cash equal to the differences between the value of
the index at the close of the last trading day of the contract and the price at
which the index contract was originally written.
The Fund may enter into securities index futures contracts to sell a securities
index in anticipation of or during a market decline to attempt to offset the
decrease in market value of securities in its portfolio that might otherwise
result. When the Fund is not fully invested and anticipates a significant market
advance, it may enter into futures contracts to purchase the index in order to
gain rapid market exposure that may in part or entirely offset increases in the
cost of securities that it intends to purchase. In many of these transactions,
the Fund will purchase such securities upon termination of the futures position
but, depending on market conditions, a futures position may be terminated
without the corresponding purchases of common stock. The Fund may also invest in
securities index futures contracts when the sub-adviser believes such investment
is more efficient, liquid or cost-effective than investing directly in the
securities underlying the index.
An option on a securities index futures contract gives the purchaser the right,
in return for the premium paid, to assume a position in a securities index
futures contract. The Fund may purchase and write put and call options on
securities index futures contracts in order to hedge all or a portion of its
investment
and may enter into closing purchase transactions with respect to written options
in order to terminate existing positions. There is no guarantee that such
closing transactions can be effected. The Fund may also invest in options on
securities index futures contracts when the sub-adviser believes such investment
is more efficient, liquid or cost-effective than investing directly in the
futures contract or in the securities underlying the index, or when the futures
contract or underlying securities are not available for investment upon
favorable terms.
The use of futures and related options involves special considerations and
risks, for example, (1) the ability of the Fund to utilize futures successfully
will depend on the sub-adviser's ability to predict pertinent market movements;
(2) there might be imperfect correlation, or even no correlation, between the
change in market value of the securities held by the Fund and the prices of the
futures and options thereon relating to the securities purchased or sold by the
Fund. The use of futures and related options may reduce risk of loss by wholly
or partially offsetting the negative effect of unfavorable price movements but
they can also reduce the opportunity for gain by offsetting the positive effect
of favorable price movements in positions. No assurance can be given that the
sub-adviser's judgment in this respect will be correct.
RISK CONSIDERATIONS. Investing in non-U.S. securities carries substantial risks
in addition to those associated with domestic investments. In an attempt to
reduce some of these risks, the Fund diversifies its investments broadly among
foreign countries, which may include both developed and emerging countries. At
least three different countries will always be represented.
EXCHANGE RATES. Foreign securities are denominated in foreign currencies.
Therefore, the value in U.S. dollars of the Fund's assets and income may be
affected by changes in exchange rates and regulations. Although the Fund
values its assets daily in U.S. dollars, it will not convert its holding of
foreign currencies to U.S. dollars daily. When the Fund converts its
holdings to another currency, it may incur conversion costs. Foreign
exchange dealers realize a profit on the difference between the prices at
which they buy and sell currencies.
FOREIGN COMPANIES. Other differences between investing in foreign and U.S.
companies include:
- less publicly available information about foreign companies;
- the lack of uniform financial accounting standards applicable to foreign
companies;
- less readily available market quotations on foreign companies;
- differences in government regulation and supervision of foreign stock
exchanges, brokers, listed companies, and banks;
- differences in legal systems which may affect the ability to enforce
contractual obligations or obtain court judgments;
- generally lower foreign stock market volume;
- the likelihood that foreign securities may be less liquid or more
volatile;
- foreign brokerage commissions may be higher;
- unreliable mail service between countries; and
- political or financial changes which adversely affect investments in some
countries.
U.S. GOVERNMENT POLICIES. In the past, U.S. government policies have
discouraged or restricted certain investments abroad by investors such as
the Fund. Although the Fund is unaware of any current restrictions,
investors are advised that these policies could be reinstituted.
EMERGING MARKETS. The Fund may take advantage of the unusual opportunities
for higher returns available from investing in emerging countries. These
investments, however, carry considerably more volatility and risk because
they generally are associated with less mature economies and less stable
political systems. The economies of individual emerging countries may
differ favorably or unfavorably from the U.S. economy in such respects as
growth of gross domestic product, rate of inflation, currency depreciation,
capital reinvestment, resource self-sufficiency and balance of payments
position. Further, the economies of developing countries generally are
heavily dependent upon international trade and, accordingly, have been, and
may continue to be, adversely affected by trade barriers, exchange
controls, managed adjustments in relative currency values and other
protectionist measures imposed or negotiated by the countries
with which they trade. These economies also have been, and may continue to
be, adversely affected by economic conditions in the countries with which
they trade.
Prior governmental approval for foreign investments may be required under
certain circumstances in some emerging countries, and the extent of foreign
investment in certain debt securities and domestic companies may be subject
to limitation in other emerging countries. Foreign ownership limitations
also may be imposed by the charters of individual companies in emerging
countries to prevent, among other concerns, violation of foreign investment
limitations.
Repatriation of investment income, capital and the proceeds of sales by
foreign investors may require governmental registration and/or approval in
some emerging countries. The Fund could be adversely affected by delays in,
or a refusal to grant, any required governmental registration or approval
for such repatriation. Any investment subject to such repatriation controls
will be considered illiquid if it appears reasonably likely that this
process will take more than seven days.
With respect to any emerging country, there is the possibility of
nationalization, expropriation or confiscatory taxation, political changes,
governmental regulation, social instability or diplomatic developments
(including war) which could affect adversely the economies of such
countries or the value of the Fund's investments in those countries. In
addition, it may be difficult to obtain and enforce a judgment in a court
outside of the U.S.
INVESTMENT LIMITATIONS
The Fund will not:
- borrow money directly or through reverse repurchase agreements
(arrangements in which the Fund sells a money market or other portfolio
instrument, as applicable, for a percentage of its cash value with an
agreement to buy it back on a set date) or pledge securities except,
under certain circumstances, the Fund may borrow money up to one-third of
the value of its total assets and pledge assets as necessary to secure
such borrowings; or
- underwrite any issue of securities, except as it may be deemed to be an
underwriter under the Securities Act of 1933 in connection with the sale
of restricted securities which the Fund may purchase pursuant to its
investment objective, policies and limitations.
The above investment limitations cannot be changed without shareholder approval.
FOUNTAIN SQUARE FUNDS INFORMATION
- --------------------------------------------------------------------------------
MANAGEMENT OF THE TRUST
BOARD OF TRUSTEES. The Trust is managed by a Board of Trustees. The Trustees
are responsible for managing the Trust's business affairs and for exercising all
the Trust's powers except those reserved for the shareholders. The Executive
Committee of the Board of Trustees handles the Board's responsibilities between
meetings of the Board.
INVESTMENT ADVISER. Pursuant to an investment advisory contract with the Trust,
and except as noted below with regard to the sub-adviser, investment decisions
for the Fund are made by Fifth Third Bank, the Fund's adviser, subject to
direction by the Trustees. The adviser continually conducts investment research
and supervision for the Fund and is responsible for the purchase or sale of
portfolio instruments, for which it receives an annual fee from the assets of
the Fund. As discussed further below, the adviser has retained the sub-adviser
to act as sub-adviser to the Fund. As adviser, Fifth Third Bank will conduct a
program for ongoing oversight and evaluation of the sub-adviser's services to
the Fund, and will regularly report to the Trustees on these matters. Fifth
Third Bank will also assist in the formulation of, and will continue to monitor,
the structure and strategies of the portfolio to meet the needs of shareholders.
As part of the above, Fifth Third Bank will review the portfolio daily and will
monitor the Fund's expenses, as well as the brokerage and research services
provided to the Fund and selection of brokers by the sub-adviser.
ADVISORY FEES. The adviser receives an investment advisory fee at an
annual rate equal to 1.00% of the Fund's average daily net assets. The fee,
while higher than the advisory fee paid by other mutual funds in general,
is comparable to fees paid by many mutual funds with similar objectives
and policies. The investment advisory contract provides for the voluntary
waiver of expenses by the adviser from time to time. The adviser has
undertaken to waive up to the amount of the advisory fee, for operating
expenses, in excess of limitations established by certain states. The
adviser may voluntarily choose to waive a portion of its fees or reimburse
the Fund for certain other expenses, but reserves the right to terminate
such waiver or reimbursement at any time at its sole discretion.
ADVISER'S BACKGROUND. Fifth Third Bank, an Ohio state chartered bank, is a
wholly-owned subsidiary of Fifth Third Bancorp, a bank holding company
organized under the laws of Ohio. Fifth Third Bank is a commercial bank
offering a wide range of banking services to its customers. As of March 31,
1994, Fifth Third Bank and its affiliates managed assets in excess of $6.8
billion on a discretionary basis and provided custody services for
additional assets in excess of $40.0 billion.
Fifth Third Bank has managed pools of commingled funds since 1953.
Currently, the Trust and Investment Division manages 14 such pools with
total assets of over $1.14 billion. Fifth Third Bank has managed mutual
funds since 1988.
As part of its regular banking operations, Fifth Third Bank may make loans
to public companies. Thus, it may be possible, from time to time, for the
Fund to hold or acquire the securities of issuers which are also lending
clients of Fifth Third Bank. The lending relationship will not be a factor
in the selection of securities.
SUB-ADVISER. Under the terms of a Sub-Advisory Agreement between Fifth Third
Bank and the sub-adviser, the sub-adviser will be responsible as sub-adviser for
managing the Fund's portfolio, selecting investments for purchase or sale, along
with the countries in which the Fund will invest, and the dealers in these
securities. In addition, the sub-adviser will furnish to Fifth Third Bank such
investment advice and statistical and other factual information as may from time
to time be reasonably requested by Fifth Third Bank.
SUB-ADVISORY FEES. The adviser will be responsible for compensating the
sub-adviser at the annual rate of 0.50% of the Fund's average daily net
assets.
SUB-ADVISER'S BACKGROUND. Morgan Stanley Asset Management Inc., with
principal offices at 1221 Avenue of the Americas, New York, NY 10020, is a
wholly-owned subsidiary of Morgan Stanley Group Inc. It conducts a
worldwide portfolio management business, providing a broad range of
portfolio management services to customers in the United States and abroad.
At March 31, 1994, the sub-adviser managed investments totaling
approximately $34.8 billion under active management and $13.4 billion as
Named Fiduciary or Fiduciary Adviser.
PORTFOLIO MANAGER. Paul Jackson is a Principal of Morgan Stanley & Co. and
joined the sub-adviser in 1991. He has been the portfolio manager of the
Fund since its inception. Mr. Jackson began at Morgan Stanley & Co. in 1986
concentrating on top-down analysis as an Economist and Quantitative
Analyst. As a member of the Equity Research Department, he was responsible
for Morgan Stanley & Co.'s global quantitative research effort. During this
time, he authored the GlobalQuant publication. Formerly, Mr. Jackson worked
at the U.K. Department of Energy focusing on macroeconomic analysis. Mr.
Jackson graduated from the London School of Economics and was awarded a
Masters degree in Economics from University College, Oxford.
DISTRIBUTION OF FUND SHARES
Federated Securities Corp. serves as the principal distributor for shares of the
Fund. It is a Pennsylvania corporation organized on November 14, 1969, and is
the distributor for a number of investment companies. Federated Securities Corp.
is a subsidiary of Federated Investors.
DISTRIBUTION PLAN
Pursuant to the provisions of a distribution plan adopted in accordance with
Rule 12b-1 (the "Plan"), under the Investment Company Act of 1940, the Fund will
pay to Federated Securities Corp. an amount computed at an annual rate of up to
0.35% of the average daily net asset value of the Fund's shares to finance any
activity which is principally intended to result in the sale of shares subject
to the Plan. The Fund will not accrue or pay any distribution expenses pursuant
to the Plan until a separate class of shares has been created for certain
institutional investors.
Federated Securities Corp. may from time to time and for such periods as it
deems appropriate, voluntarily reduce its compensation under the Plan to the
extent the expenses attributable to the shares exceed such lower expense
limitation as the distributor may, by notice to the Trust, voluntarily declare
to be effective.
The distributor may select financial institutions such as banks, fiduciaries,
custodians for public funds, investment advisers, and broker/dealers to provide
sales and/or administrative services as agents for their clients or customers
who beneficially own shares. Administrative services may include, but are not
limited to, the following functions: providing office space, equipment,
telephone facilities, and various personnel including clerical, supervisory, and
computer as necessary or beneficial to establish and maintain shareholder
accounts and records; processing purchase and redemption transactions and
automatic investments of client account cash balances; answering routine client
inquiries regarding the Fund; assisting clients in changing dividend options,
account designations, and addresses; and providing such other services as the
Fund reasonably requests.
Financial institutions will receive fees from the distributor based upon shares
owned by their clients or customers. The schedules of such fees and the basis
upon which such fees will be paid will be determined from time to time by the
distributor.
ADMINISTRATIVE ARRANGEMENTS. The distributor may also pay financial
institutions a fee based upon the average net asset value of shares of their
customers invested in the Trust for providing administrative services. This fee
is in addition to the amounts paid under the distribution plan for
administrative services, and, if paid, will be reimbursed by the adviser and not
the Trust.
The Glass-Steagall Act prohibits a depository institution (such as a commercial
bank or a savings and loan association) from being an underwriter or distributor
of most securities. In the event the Glass-Steagall Act is deemed to prohibit
depository institutions from acting in the administrative capacities described
above or should Congress relax current restrictions on depository institutions
the Trustees will consider appropriate changes in the services.
State securities laws governing the ability of depository institutions to act as
underwriters or distributors of securities may differ from interpretations given
to the Glass-Steagall Act and, therefore, banks and financial institutions may
be required to register as dealers pursuant to state law.
ADMINISTRATION OF THE FUND
ADMINISTRATIVE SERVICES. Federated Administrative Services, a subsidiary of
Federated Investors, provides the Fund with certain administrative personnel and
services necessary to operate the Fund, such as legal and accounting services.
Federated Administrative Services provides these at an annual rate as specified
below:
<TABLE>
<CAPTION>
MAXIMUM AVERAGE AGGREGATE DAILY NET
ADMINISTRATIVE FEE ASSETS OF THE TRUST
- --------------------- ------------------------------------
<C> <S>
.150% of the first $250 million
.125% of the next $250 million
.100% of the next $250 million
.075% in excess of $750 million
</TABLE>
The administrative fee received during any fiscal year shall be at least
$150,000 with respect to the Fund. Federated Administrative Services may choose
voluntarily to waive a portion of its fee at any time.
CUSTODIAN, TRANSFER AGENT AND DIVIDEND DISBURSING AGENT. Fifth Third Bank,
Cincinnati, Ohio, is custodian for the securities and cash of the Fund, transfer
agent for the shares of the Fund, and dividend disbursing agent for the Fund.
LEGAL COUNSEL. Legal counsel for the Fund is provided by Houston, Houston &
Donnelly, Pittsburgh, Pennsylvania, and Dickstein, Shapiro & Morin, L.L.P.,
Washington, D.C.
INDEPENDENT AUDITORS. The independent auditors for the Fund are Ernst & Young,
Pittsburgh, Pennsylvania.
EXPENSES OF THE FUND
The Fund pays all of its own expenses and its allocable share of the Trust's
expenses. The expenses for the Fund include, but are not limited to, the cost
of: organizing the Fund and continuing existence of the Fund and the Trust;
Trustees' fees; investment advisory and administrative services; printing
prospectuses and other Fund documents for shareholders; registering the Trust,
the Fund and shares of the Fund; taxes and commissions; issuing, purchasing,
repurchasing, and redeeming shares; fees for custodians, transfer agents,
dividend disbursing agents, shareholder servicing agents, and registrars;
printing, mailing, auditing, accounting, and legal expenses; reports to
shareholders and governmental agencies; meetings of Trustees and shareholders
and proxy solicitations therefor; insurance premiums; association membership
dues; and such nonrecurring and extraordinary items as may arise.
BROKERAGE TRANSACTIONS
When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the adviser and sub-adviser look for prompt execution of the order
at a favorable price. In working with dealers, the adviser and sub-adviser will
generally utilize those who are recognized dealers in specific portfolio
instruments, except when a better price and execution of the order can be
obtained elsewhere. In selecting among firms believed to meet these criteria,
the adviser and sub-adviser may give consideration to those firms which have
sold or are selling shares of the Fund. The adviser and sub-adviser make
decisions on portfolio transactions and selects brokers and dealers subject to
review by the Trustees.
Subject to the overriding objective of obtaining the best possible execution of
orders, a portion of the Fund's portfolio brokerage transactions may be
allocated to broker affiliates of the sub-adviser. In order for such affiliates
to effect any portfolio transactions for the Fund, the commissions, fees or
other remuneration they receive must be reasonable and fair compared to the
commissions, fees or other remuneration paid to other brokers in connection with
comparable transactions involving similar securities being purchased or sold on
a securities exchange during a comparable period of time. Furthermore, the
Trustees of the Fund, including a majority of the Trustees who are not
"interested persons," have adopted procedures which are reasonably designed to
provide that any commissions, fees or other remuneration paid to such affiliates
are consistent with the foregoing standard.
NET ASSET VALUE
- --------------------------------------------------------------------------------
The net asset value per share of the Fund fluctuates daily and is determined by
dividing the sum of the market value of all securities and other assets, less
liabilities, by the number shares outstanding.
INVESTING IN THE FUND
- --------------------------------------------------------------------------------
SHARE PURCHASES
Fund shares are sold on days on which the New York Stock Exchange and the
Federal Reserve Bank of Cleveland are open for business. Customers of the Fifth
Third Trust and Investment Division may purchase Fund shares through their Trust
Officer. Customers of Fifth Third Securities may purchase shares through their
Fifth Third Securities representative. All other investors should purchase
shares directly from the distributor. In connection with the sale of shares of
the Fund, the distributor may from time to time offer certain items of nominal
value to any shareholder or investor. The Fund reserves the right to reject any
purchase request. Purchases through Fifth Third Bank may not be available to
investors in all states.
THROUGH FIFTH THIRD BANK OR FIFTH THIRD SECURITIES. To place an order for
shares, a customer of the Trust and Investment Division may telephone their
Fifth Third Trust Officer. Customers other than those of the Trust and
Investment Division may telephone Fifth Third Securities at (513) 744-8888 in
Cincinnati or toll-free (800) 334-0483. Texas residents should purchase shares
through Federated Securities Corp. at 1-800-358-2801.
Purchase orders must be received by Fifth Third Bank by 4:00 p.m. (Cincinnati
time) in order for shares to be purchased at that day's price. Payment may be
made to Fifth Third Bank either by check or
federal funds. Purchases by check are considered received after payment by check
is converted into federal funds and received by Fifth Third Bank. This is
normally the next business day after Fifth Third Bank receives the check. When
payment is made with federal funds, the order is considered received when
federal funds are received by Fifth Third Bank. Federal funds should be wired to
Fifth Third Bank as follows: ABA No. 042 000 314 Fifth Third Cincinnati.
Attention: Mutual Fund Services Department; For Credit to: (shareholder name and
account number); For Further Credit to: Fountain Square (Name of Fund).
Investors not purchasing through Fifth Third Bank should consult their financial
institutions for wiring instructions.
MINIMUM INVESTMENT REQUIRED
The minimum initial investment in the Fund is $2,500, unless the investment is
for an IRA, in which case the minimum initial investment is $1,000. Subsequent
investments must be in amounts of at least $100.
WHAT SHARES COST
Shares of the Fund are sold at net asset value next determined after an order is
received, plus a sales charge as follows:
<TABLE>
<CAPTION>
SALES CHARGE AS SALES CHARGE AS
A PERCENTAGE OF A PERCENTAGE OF
AMOUNT OF TRANSACTION PUBLIC OFFERING PRICE NET AMOUNT INVESTED
- --------------------------------------------------------------------- ---------------------
<S> <C> <C>
Less than $50,000............................. 4.50% 4.71%
$50,000 but less than $100,000................ 4.00% 4.17%
$100,000 but less than $150,000............... 3.00% 3.09%
$150,000 but less than $250,000............... 2.00% 2.04%
$250,000 but less than $500,000............... 1.00% 1.01%
$500,000 or more.............................. 0.00% 0.00%
</TABLE>
The net asset value for the Fund is determined at the close of trading on the
New York Stock Exchange, currently 4:00 p.m. (New York time) Monday through
Friday, except on: (i) days on which there are not sufficient changes in the
value of the Fund's portfolio securities that its net asset value might be
materially affected; (ii) days during which no shares are tendered for
redemption and no orders to purchase shares are received; and (iii) the
following holidays: New Year's Day, Martin Luther King Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans'
Day, Thanksgiving Day, and Christmas Day.
PURCHASES AT NET ASSET VALUE
Shares of the Fund may be purchased at net asset value, without a sales charge,
by current and retired employees and Directors of Fifth Third Bancorp and their
spouses and children under 21, Fountain Square Fund Trustees and clients of
Fifth Third Bank who make purchases through the Trust and Investment Division.
DEALER CONCESSIONS
For sales of shares of the Fund, a dealer will normally receive up to 85% of the
applicable sales charge. Any portion of the sales charge which is not paid to a
dealer will be retained by the distributor. However, the distributor, in its
sole discretion, may uniformly offer to pay to all dealers selling shares of the
Fund, all or a portion of the sales charge it normally retains. If accepted by
the dealer, such additional payments will be predicated upon the amount of Fund
shares sold.
The sales charge for shares sold other than through registered broker/dealers
will be retained by the distributor. The distributor may pay fees to banks out
of the sales charge in exchange for sales and/or administrative services
performed on behalf of the bank's customers in connection with the initiation of
customer accounts and purchases of shares.
REDUCING/ELIMINATING THE SALES CHARGE
The sales charge can be reduced or eliminated on the purchase of shares through:
- quantity discounts and accumulated purchases;
- signing a 13-month letter of intent;
- Fifth Third Bank's Club 53, One Account Plus or One Account Gold
Programs;
- purchases with proceeds from redemptions of unaffiliated mutual fund
shares;
- purchases with proceeds from distributions of qualified retirement plans
or other trusts administered by Fifth Third Bank; or
- concurrent purchases.
QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES. As shown in the table above,
larger purchases reduce the sales charge paid. The distributor will combine
purchases made on the same day by the investors, their spouses, and the
investor's children under age 21 when it calculates the sales charge. In
addition, the sales charge, if applicable, is reduced for purchases made at one
time by a trustee or fiduciary for a single trust estate or a single fiduciary
account.
If an additional purchase of Fund shares is made, the distributor will aggregate
such additional purchases with previous purchases of shares of the Fund provided
the prior purchase is still invested in the Fund. For example, if a shareholder
already owns shares having a current value at the public offering price of
$40,000 and he purchases $10,000 more at the current public offering price, the
sales charge on the additional purchase according to the schedule now in effect
would be 4.00%, not 4.50%.
To receive the sales charge reduction, an investor should complete the
appropriate section of the account application at the time the purchase is made
indicating that Fund shares have been purchased and are still invested or that
such purchases are being combined. The distributor will reduce the sales charge
after it confirms the purchase.
LETTER OF INTENT. If a shareholder intends to purchase at least $50,000 of Fund
shares over the next 13 months, the sales charge may be reduced by signing a
letter of intent to that effect. This letter of intent includes a provision for
a sales charge adjustment depending on the amount actually purchased within the
13-month period and a provision for the Fund's custodian to hold up to 4.50% of
the total amount intended to be purchased in escrow (in shares of the Fund)
until such purchase is completed.
The amount held in escrow will be applied to the shareholder's account at the
end of the 13-month period unless the amount specified in the letter of intent,
which must be $50,000 or more of Fund shares, is not purchased. In this event,
an appropriate number of escrowed shares may be redeemed in order to realize the
difference in the sales charge.
This letter of intent will not oblige the shareholder to purchase shares, but if
he does, each purchase during the period will be at the sales charge applicable
to the total amount intended to be purchased. The letter may be dated as of a
prior date to include any purchases made within the past 90 days.
FIFTH THIRD BANK CLUB 53, ONE ACCOUNT PLUS OR ONE ACCOUNT GOLD PROGRAMS. All
shareholders who have a Club 53 Account, One Account Plus, or One Account Gold
through Fifth Third Bank are eligible for a reduced sales charge on the purchase
of shares of the Fund. Shareholders should consult their local Fifth Third
Banking Center or Fifth Third Securities Representative for details.
The reduced sales charges applicable to the accounts are as follows:
<TABLE>
<CAPTION>
SALES CHARGE AS SALES CHARGE AS
A PERCENTAGE A PERCENTAGE
OF PUBLIC OF NET AMOUNT
AMOUNT OF TRANSACTION OFFERING PRICE INVESTED
- ------------------------------------------------------- ---------------- ----------------
<S> <C> <C>
Less than $50,000...................................... 2.75% 2.83%
$50,000-$99,999........................................ 2.50% 2.56%
$100,000-$149,999...................................... 2.00% 2.04%
$150,000-$249,999...................................... 1.50% 1.52%
$250,000-$499,999...................................... 0.75% 0.76%
$500,000 or more....................................... 0.00% 0.00%
</TABLE>
PURCHASES WITH PROCEEDS FROM REDEMPTIONS OF UNAFFILIATED MUTUAL FUND SHARES.
Investors may purchase shares of the Fund at net asset value, without a sales
charge, with the proceeds from the redemption of shares of a mutual fund which
was sold with a sales charge or commission. The purchase must be made within 60
days of the redemption, and Fifth Third Securities must be notified by the
investor in writing, or by his financial institution, at the time the purchase
is made.
PURCHASES WITH PROCEEDS FROM DISTRIBUTIONS OF QUALIFIED RETIREMENT PLANS OR
OTHER TRUSTS ADMINISTERED BY FIFTH THIRD BANK. Investors may purchase shares of
the Fund at net asset value, without a sales charge, with the proceeds from the
distribution of a qualified retirement plan or other trust administered by Fifth
Third Bank.
CONCURRENT PURCHASES. For purposes of qualifying for a sales charge reduction,
a shareholder has the privilege of combining concurrent purchases of two or more
Funds in the Trust, the purchase price of which includes a sales charge. For
example, if a shareholder concurrently invested $20,000 in shares of one of the
Funds of the Trust with a sales charge, and $30,000 in shares of another Fund
with a sales charge, the sales charge would be reduced on both purchases.
To receive this sales charge reduction, Fifth Third Bank or Federated Securities
Corp. must be notified by the shareholder in writing or by their financial
institution at the time the concurrent purchases are made. The Fund will reduce
the sales charge after it confirms the purchases.
SYSTEMATIC INVESTMENT PROGRAM
Once a Fund account has been opened, shareholders may add to their investment on
a regular basis in a minimum amount of $100. Under this program, funds may be
automatically withdrawn periodically from the shareholder's checking account and
invested in Fund shares at the net asset value next determined after an order is
received by Fifth Third Bank, plus any applicable sales charge. The minimum
initial investment requirement does not apply for those shareholders who
participate in the Systematic Investment Program. A shareholder may apply for
participation in this program through Fifth Third Securities.
CERTIFICATES AND CONFIRMATIONS
As transfer agent for the Fund, Fifth Third Bank maintains a share account for
each shareholder of record. Share certificates are not issued. Detailed
statements that include account balances, information on each purchase or
redemption, and a report of dividends paid are sent to shareholders.
DIVIDENDS AND CAPITAL GAINS
Dividends are declared just prior to determining net asset value. Capital gains
realized by the Fund, if any, will be distributed at least once every 12 months.
Dividends and capital gains will be reinvested in additional shares on payment
dates at the ex-dividend date net asset value without a sales charge unless cash
payments are requested by shareholders by writing to the Fund or Fifth Third
Bank as appropriate.
Dividends are paid to all shareholders invested in the Fund on the record date.
Dividends are declared and paid annually.
EXCHANGES
- --------------------------------------------------------------------------------
A shareholder who is a customer of the Fifth Third Trust and Investment Division
may exchange shares of the Fund for shares of any of the other funds in the
Trust by calling or sending a written request to their Fifth Third Bank Trust
Officer.
Shareholders who are clients of Fifth Third Securities may exchange shares of
the Fund for shares of any of the other funds in the Trust by calling Fifth
Third Securities at (513) 744-8888 in Cincinnati or toll-free (800) 334-0483 or
sending a written request to Fifth Third Securities. Telephone exchange
instructions may be recorded. If reasonable procedures are not followed by the
Fund, it may be liable for losses due to unauthorized or fraudulent telephone
instructions.
Orders to exchange shares of the Fund for shares of any of the other Funds will
be executed by redeeming the shares owned at net asset value and purchasing
shares of any of the other Funds at the
net asset value determined after the exchange request is received. Orders for
exchanges received by a Fund prior to 4:00 p.m. (Cincinnati time) on any day
that Fund is open for business will be executed as of the close of business that
day. Orders for exchanges received after 4:00 p.m. (Cincinnati time) on any
business day will be executed at the close of the next business day.
When exchanging into and out of shares of the Funds in the Trust, shareholders
who have paid a sales load once upon purchasing shares of the Fund will not have
to pay a sales load again on an exchange.
An excessive number of exchanges may be disadvantageous to the Trust. Therefore
the Trust, in addition to its right to reject any exchange, reserves the right
to modify or terminate the exchange privilege at any time. Shareholders would be
notified prior to any modification or termination.
An exchange order must comply with the requirements for a redemption and must
specify the dollar value or number of shares to be exchanged. Exchanges are
subject to the minimum initial investment requirement of the Fund being
acquired. An exchange constitutes a sale for federal income tax purposes.
The exchange privilege is only available in states where shares of the Fund
being acquired may legally be sold. Before the exchange, a shareholder must
receive a prospectus of the Fund for which the exchange is being made.
REDEEMING SHARES
- --------------------------------------------------------------------------------
The Fund redeems shares at their net asset value next determined after the Fund
receives the redemption request. Redemptions will be made on days on which the
Fund computes its net asset value. Telephone or written requests for redemption
must be received in proper form as described below and can be made through the
Fifth Third Trust and Investment Division or Fifth Third Securities by their
respective customers or directly through the Fund by all other investors.
THROUGH FIFTH THIRD BANK OR FIFTH THIRD SECURITIES
BY TELEPHONE. Shareholders who are customers of Fifth Third Trust and
Investment Division may telephone their Fifth Third Bank Trust Officer.
Shareholders other than those of the Fifth Third Trust and Investment Division
may telephone Fifth Third Securities at (513) 744-8888 in Cincinnati or toll-
free (800) 334-0483. Telephone redemption instructions may be recorded. If
reasonable procedures are not followed by the Fund, it may be liable for losses
due to unauthorized or fraudulent telephone instructions.
For calls received before 4:00 p.m. (Cincinnati time), proceeds will normally be
disbursed the next day to the shareholder's account at Fifth Third Bank or Fifth
Third Securities, or a check will be sent to the address of record. In no event
will proceeds be disbursed more than seven days after a proper request for
redemption has been received. If at any time the Fund shall determine it
necessary to terminate or modify this method of redemption, shareholders would
be promptly notified.
An authorization form permitting the Fund to accept telephone requests must
first be completed. Authorization forms and information on this service are
available from the Fifth Third Trust and Investment Division, Fifth Third
Securities, or the distributor.
In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption, such as "By Mail," should be considered.
BY MAIL. A shareholder who is a customer of the Fifth Third Trust and
Investment Division may redeem shares by sending a written request to:
Fifth Third Bank
Trust and Investment Division
Fountain Square Redemptions 1090E5
38 Fountain Square Plaza
Cincinnati, OH 45263
Shareholders other than those of the Fifth Third Trust and Investment Division
may redeem shares by sending a written request to:
Fifth Third Securities, Inc.
Fountain Square Redemptions
P.O. Box 1639
Cincinnati, OH 45201
The written request should include the shareholder's name, the Fund name, the
account number, the share or dollar amount requested and the proper endorsement.
Shareholders should call their Trust Officer or their Fifth Third Securities
representative for assistance in redeeming by mail.
Shareholders requesting a redemption of $50,000 or more, a redemption of any
amount to be sent to an address other than that on record with the Fund, or a
redemption payable other than to the shareholder of record must have signatures
on written redemption requests guaranteed by:
- a trust company or commercial bank whose deposits are insured by the
FDIC;
- a member of the New York, American, Boston, Midwest, or Pacific Stock
Exchange;
- a savings and loan association or a savings bank whose deposits are
insured by the Savings Association Insurance Fund; or
- any other "eligible guarantor institution," as defined in the Securities
Exchange Act of 1934.
The Fund does not accept signatures guaranteed by a notary public.
The Fund and its transfer agent have adopted standards for accepting signature
guarantees from the above institutions. The Fund may elect in the future to
limit eligible signature guarantors to institutions that are members of a
signature guarantee program. The Fund and its transfer agent reserve the right
to amend these standards at any time without notice.
RECEIVING PAYMENT. Normally, a check for the proceeds is mailed to the
shareholder within one business day, but in no event more than seven days, after
receipt of a proper written redemption request, provided the Fund or its agents
have received payment for shares from the shareholder.
SYSTEMATIC WITHDRAWAL PROGRAM
Shareholders who desire to receive payments of a predetermined amount may take
advantage of the Systematic Withdrawal Program. Under this program, Fund shares
are redeemed to provide for periodic withdrawal payments in an amount directed
by the shareholder. Depending upon the amount of the withdrawal payments, the
amount of dividends paid and capital gains distributions with respect to Fund
shares, and the fluctuation of the net asset value of Fund shares redeemed under
this program, redemptions may reduce, and eventually deplete, the shareholder's
investment in the Fund. For this reason, payments under this program should not
be considered as yield or income on the shareholder's investment in the Fund. To
be eligible to participate in this program, a shareholder must have an account
value of at least $10,000. A shareholder may apply for participation in this
program through Fifth Third Securities. Due to the fact that shares are sold
with a sales charge, it is not advisable for shareholders to be purchasing
shares while participating in this program.
ACCOUNTS WITH LOW BALANCES
Due to the high cost of maintaining accounts with low balances, the Fund may
redeem shares in any account and pay the proceeds to the shareholder if, due to
shareholder redemptions, the account balance falls below the required minimum
value of $2,500.
Before redeeming shares to close an account, the Fund will notify the
shareholder in writing and allow the shareholder 30 days to purchase additional
shares to meet the minimum requirement.
SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------
VOTING RIGHTS
Each share of the Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote. All shares of each Fund in the
Trust have equal voting rights except that, in
matters affecting only a particular Fund, only shares of that Fund are entitled
to vote. As a Massachusetts business trust, the Trust is not required to hold
annual shareholder meetings. Shareholder approval will be sought only for
certain changes in the Trust or a Fund's operation and for the election of
Trustees under certain circumstances.
Trustees may be removed by a two-thirds vote of the number of Trustees prior to
such removal or by a two-thirds vote of the shareholders at a special meeting.
The Trustees shall call a special meeting of shareholders upon the written
request of shareholders owning at least 10% of the Trust's outstanding shares of
all series entitled to vote.
MASSACHUSETTS LAW
Under certain circumstances, shareholders may be held personally liable under
Massachusetts law for acts or obligations of the Trust on behalf of the Fund. To
protect shareholders of the Fund, the Trust has filed legal documents with
Massachusetts that expressly disclaim the liability of shareholders of the Fund
for such acts or obligations of the Trust. These documents require inclusion of
this disclaimer in each agreement, obligation, or instrument the Trust or its
Trustees enter into or sign on behalf of the Fund.
In the unlikely event a shareholder of the Fund is held personally liable for
the Trust's obligations on behalf of the Fund, the Trust is required by the
Declaration of Trust to use the property of the Fund to protect or compensate
the shareholder. On request, the Trust will defend any claim made and pay any
judgment against a shareholder of the Fund for any act or obligation of the
Trust on behalf of the Fund. Therefore, financial loss resulting from liability
as a shareholder of the Fund will occur only if the Trust cannot meet its
obligations to indemnify shareholders and pay judgments against them from the
assets of the Fund.
EFFECT OF BANKING LAWS
- --------------------------------------------------------------------------------
The Glass-Steagall Act and other banking laws and regulations presently prohibit
a bank holding company registered under the Federal Bank Holding Company Act of
1956, as amended, or any affiliate thereof from sponsoring, organizing or
controlling a registered, open-end investment company continuously engaged in
the issuance of its shares, and from issuing, underwriting, selling or
distributing securities in general. Such laws and regulations do not prohibit
such a holding company or affiliate from acting as investment adviser, transfer
agent or custodian to such an investment company or from purchasing shares of
such a company as agent for and upon the order of their customers. The Fund's
adviser, Fifth Third Bank, is subject to such banking laws and regulations.
Fifth Third Bank believes that it may perform the investment advisory services
for the Fund contemplated by its advisory agreement with the Trust without
violating the Glass-Steagall Act or other applicable banking laws or
regulations. Changes in either federal or state statutes and regulations
relating to the permissible activities of banks and their subsidiaries or
affiliates, as well as further judicial or administrative decisions or
interpretations of present or future statutes and regulations, could prevent
Fifth Third Bank from continuing to perform all or a part of the above services
for its customers and/or the Fund. In such event, changes in the operation of a
Fund may occur, including the possible alteration or termination of any
automatic or other Fund share investment or redemption services then being
provided by Fifth Third Bank, and the Trustees would consider alternative
investment advisers and other means of continuing available investment services.
It is not expected that existing Fund's shareholders would suffer any adverse
financial consequences (if another adviser with equivalent abilities to Fifth
Third Bank is found) as a result of any of these occurrences.
TAX INFORMATION
- --------------------------------------------------------------------------------
FEDERAL INCOME TAX
The Fund will pay no federal income tax because it expects to meet requirements
of the Internal Revenue Code, as amended, applicable to regulated investment
companies and to receive the special tax treatment afforded to such companies.
However, the Fund may invest in the stock of certain foreign
corporations which would constitute a Passive Foreign Investment Company (PFIC).
Federal income taxes may be imposed on the Fund upon disposition of PFIC
investments.
The Fund will be treated as a single, separate entity for federal income tax
purposes so that income (including capital gains) and losses realized by the
Trust's other portfolios, if any, will not be combined for tax purposes with
those realized by the Fund.
Investment income received by the Fund from sources within foreign countries may
be subject to foreign taxes withheld at the source. The United States has
entered into tax treaties with many foreign countries that entitle the Fund to
reduced tax rates or exemption on this income. The effective rate of foreign tax
cannot be predicted since the amount of Fund assets to be invested within
various countries is unknown. However, the Fund intends to operate so as to
qualify for treaty-reduced tax rates where applicable.
Unless otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions, including capital gains distributions,
received. This applies whether dividends and distributions are received in cash
or as additional Shares. Distributions representing long-term capital gains, if
any, will be taxable to shareholders as long-term capital gains no matter how
long the shareholders have held the Shares. No federal income tax is due on any
dividend earned in an IRA or qualified retirement plan until distributed.
If more than 50% of the value of the Fund's assets at the end of the tax year is
represented by stock or securities of foreign corporations, the Fund intends to
qualify for certain Internal Revenue Code stipulations that would allow
shareholders to claim a foreign tax credit or deduction on their U.S. income tax
returns. The Internal Revenue Code, as amended, may limit a shareholder's
ability to claim a foreign tax credit. Furthermore, shareholders who elect to
deduct their portion of the Fund's foreign taxes rather than take the foreign
tax credit must itemize deductions on their income tax returns.
Shareholders are urged to consult their own tax advisers regarding the status of
their accounts under state and local tax laws.
PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------
From time to time, the Fund advertises total return and yield.
Total return represents the change, over a specified period of time, in the
value of an investment in the Fund after reinvesting all income and capital
gains distributions. It is calculated by dividing that change by the initial
investment and is expressed as a percentage.
The yield of the Fund is calculated by dividing the net investment income per
share (as defined by the Securities and Exchange Commission) earned by the Fund
over a thirty-day period by the maximum offering price per share of the Fund on
the last day of the period. This number is then annualized using semi-annual
compounding. The yield does not necessarily reflect income actually earned by
the Fund and, therefore, may not correlate to the dividends or other
distributions paid to shareholders.
The performance information reflects the effect of the maximum sales load which,
if excluded, would increase the total return and yield.
From time to time, the Fund may advertise its performance using certain
financial publications and/or compare its performance to certain indices.
ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
Fountain Square International Federated Investors Tower
Equity Fund Pittsburgh, Pennsylvania 15222-3779
- --------------------------------------------------------------------------------------------------
Distributor
Federated Securities Corp. Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
- --------------------------------------------------------------------------------------------------
Investment Adviser
Fifth Third Bank 38 Fountain Square Plaza
Cincinnati, Ohio 45263
- --------------------------------------------------------------------------------------------------
Sub-Adviser
Morgan Stanley Asset Management Inc. 1221 Avenue of the Americas
New York, New York 10020
- --------------------------------------------------------------------------------------------------
Custodian, Transfer Agent, and Dividend Disbursing Agent
Fifth Third Bank 38 Fountain Square Plaza
Cincinnati, Ohio 45263
- --------------------------------------------------------------------------------------------------
Legal Counsel
Houston, Houston & Donnelly 2510 Centre City Tower
Pittsburgh, Pennsylvania 15222
- --------------------------------------------------------------------------------------------------
Legal Counsel
Dickstein, Shapiro & Morin, L.L.P. 2101 L Street, N.W.
Washington, D.C. 20037
- --------------------------------------------------------------------------------------------------
Independent Auditors
Ernst & Young One Oxford Centre
Pittsburgh, Pennsylvania 15219
- --------------------------------------------------------------------------------------------------
</TABLE>
[LOGO]
Fifth Third Bank
Investment Adviser
65-1041
Federated Securities Corp. is the distributor of the Funds.
4041103A (5/94)
Fountain Square International Equity Fund
(A Portfolio of Fountain Square Funds)
Supplement to Statement of Additional Information dated August 1, 1994
A. Please delete the section entitled "When-Issued and Delayed
Delivery Transactions" on page 5 and replace it with the following:
"When-Issued and Delayed Delivery Transactions
These transactions are made to secure what is considered to be an
advantageous price or yield for the Fund. No fees or other expenses,
other than normal transaction costs, are incurred. However, liquid
assets of the Fund sufficient to make payment for the securities to be
purchased are segregated on the Fund's records at the trade date. These
assets are marked to market daily and are maintained until the
transaction has been settled. The Fund does not intend to engage in
when-issued and delayed delivery transactions to an extent that would
cause the segregation of more than 20% of the total value of its
assets."
B. Please insert the following as the last sentence in the section
entitled "Portfolio Turnover" on page 5:
"During the period from August 19, 1994 (date of initial public
investment) to January 31, 1995, the portfolio turnover rate for the
Fund was 16%."
C. Please delete Craig P. Churman's name and biographical information
from the list of Officers and Trustees on page 8.
D. Please insert the following as the second paragraph in the section
entitled "Fund Ownership" on page 8:
"As of January 31, 1995, Fifth Third Bank, acting in various capacities
for numerous accounts, was the owner of record of 7,723,229 shares
(97.82%) of the Fund, and therefore, may, for certain purposes, be
deemed to control the Fund and be able to affect the outcome of certain
matters presented for a vote of shareholders."
E. Please insert the following as a new section immediately following
the section entitled "Fund Ownership" on page 8. In addition, please
insert the heading "Trustees' Compensation" immediately following the
heading "Fund Ownership" on the Table of Contents page.
"Trustees' Compensation
NAME , AGGREGATE
POSITION WITH COMPENSATION FROM
TRUST TRUST*+
J. Christopher Donahue $ 0.00
Chairman of Board of
Trustees and Treasurer
Edward Burke Carey $6,000.00
Trustee
Lee A. Carter $6,000.00
Trustee
Albert E. Harris $6,000.00
Trustee
* Information is furnished for the fiscal year ended July 31, 1994. The
Trust is the only investment company in the Fund complex.
+The aggregate compensation is provided for the Trust which is comprised
of ten portfolios."
F. Please insert the following as the second paragraph in the section
entitled "Advisory Fees" on page 9:
"During the period from August 19, 1994 (date of initial public
investment) to January 31, 1995, the Fund's adviser earned $252,811 in
investment advisory fees."
G. Please delete the section entitled "Sub-Advisory Fees" on page 9
and replace it with the following:
"For its sub-advisory services, Morgan Stanley Assets Management, Inc.
receives an annual sub-advisory fee, payable by the adviser, as
described in the prospectus.
During the period from August 19, 1994 (date of initial public
investment) to January 31, 1995, the Fund's sub-adviser earned $126,406
in sub-advisory fees."
H. Please insert the following as the second sentence in the section
entitled "Administrative and Custody Services" on page 9:
"During the period from August 19, 1994 (date of initial public
investment) to January 31, 1995, Federated Administrative Services
earned $61,599 in administrative fees from the Fund."
I. Please delete the section entitled "Administrative Arrangements"
from page 10. In addition, please delete the heading "Administrative
Arrangements" from the Table of Contents page.
J. Please insert the following as the last paragraph in the section
entitled "Brokerage Transactions" on page 10:
"During the period from August 19, 1994 (date of initial public
investment) to January 31, 1995, the Fund paid $189,952 in brokerage
commissions on brokerage transactions. For the same period, Morgan
Stanley & Co., Incorporated, an affiliate of the Fund, earned $30,835 in
brokerage commissions, representing 16.2% of the total brokerage
commissions paid by the Fund. These transactions with Morgan Stanley &
Co., Incorporated amounted to 8% of the value of the Fund's securities
transactions on which commissions were paid. Morgan Stanley & Co.,
Incorporated executed trades for the Fund in Mexico and Indonesia which,
in general, involve higher transaction costs than trades done in such
other markets as Japan on the European countries, which accounts for the
difference in these percentages."
K. Please insert the following as the last paragraph of the section
entitled "Distribution Plan" which begins on page 10:
"During the period from August 19, 1994 (date of initial public
investment) to January 31, 1995, the Fund incurred no distribution
services fees."
L. Please delete the section entitled "Tax Consequences" from page
11.
M. Please delete the fourth bullet point in the section entitled
"Determining Market Value of Securities" on page 11 and replace it with
the following:
"- for short-term obligations, according to the prices as furnished by
an independent pricing service, except that short-term obligations with
remaining maturities of less than 60 days, at the time of purchase, may
be valued at amortized cost; and"
N. Please insert the following as the first paragraph in the section
entitled "Total Return" on page 12:
"The Fund's cumulative total return from August 19, 1994 (date of
initial public investment) to January 31, 1995 was (13.94%). Cumulative
total return reflects the Fund's total performance over a specific
period of time. This total return assumes and is reduced by the payment
of the maximum sales load. The Fund's total return is representative of
only six months of investment activity since the Fund's effective date."
O. Please insert the following as the first paragraph in the section
entitled "Yield" on page 12:
"The Fund's yield for the thirty-day period ended January 31, 1995 was
1.71%."
February 28, 1995
FEDERATED SECURITIES CORP.
Distributor
A subsidiary of Federated
Investors
Federated Investors Tower
Pittsburgh, PA 15222-3779
350756854
G00167-01 (2/95)
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
(A PORTFOLIO OF THE FOUNTAIN SQUARE FUNDS)
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information should be read with the prospectus of
Fountain Square International Equity Fund ("the Fund") dated August 1, 1994.
This Statement is not a prospectus itself. To receive a copy of the prospectus,
customers of Fifth Third Trust and Investment Division may write to the Trust or
call (513) 579-6056 in Cincinnati or toll-free (800) 654-5372; customers of
Fifth Third Securities may write to the Trust or call (513) 744-8888 in
Cincinnati or toll-free (800) 334-0483.
FEDERATED INVESTORS TOWER
PITTSBURGH, PENNSYLVANIA 15222-3779
Statement dated August 1, 1994
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
GENERAL INFORMATION ABOUT THE FUND 1
- ----------------------------------------------------------------
INVESTMENT OBJECTIVE AND POLICIES OF THE FUND 1
- ----------------------------------------------------------------
Types of Investments 1
Reverse Repurchase Agreements 4
Lending of Portfolio Securities 4
Restricted and Illiquid Securities 4
When-Issued and Delayed
Delivery Transactions 5
Money Market Instruments
Repurchase Agreements 5
Portfolio Turnover 5
Investment Limitations 6
FOUNTAIN SQUARE FUNDS MANAGEMENT 8
- ----------------------------------------------------------------
Officers and Trustees 8
Fund Ownership 8
Trustee Liability 9
INVESTMENT ADVISORY SERVICES 9
- ----------------------------------------------------------------
Adviser to the Fund 9
Sub-Adviser 9
Advisory Fees 9
Sub-Advisory Fees 9
ADMINISTRATIVE AND CUSTODY SERVICES 9
- ----------------------------------------------------------------
ADMINISTRATIVE ARRANGEMENTS 10
- ----------------------------------------------------------------
BROKERAGE TRANSACTIONS 10
- ----------------------------------------------------------------
PURCHASING SHARES 10
- ----------------------------------------------------------------
Distribution Plan 10
DETERMINING NET ASSET VALUE 11
- ----------------------------------------------------------------
Determining Market Value
of Securities 11
Trading in Foreign Securities 11
REDEEMING SHARES 11
- ----------------------------------------------------------------
Redemption in Kind 11
TAX STATUS 12
- ----------------------------------------------------------------
The Fund's Tax Status 12
Foreign Taxes 12
Shareholders' Tax Status 12
TOTAL RETURN 12
- ----------------------------------------------------------------
YIELD 12
- ----------------------------------------------------------------
PERFORMANCE COMPARISONS 13
- ----------------------------------------------------------------
GENERAL INFORMATION ABOUT THE FUND
- --------------------------------------------------------------------------------
Fountain Square International Equity Fund is a portfolio in the Fountain Square
Funds (the "Trust"). The Trust was established as a Massachusetts business trust
under a Declaration of Trust dated September 15, 1988.
INVESTMENT OBJECTIVE AND POLICIES OF THE FUND
- --------------------------------------------------------------------------------
The prospectus discusses the objective of the Fund and the policies employed to
achieve the objective. The following discussion supplements the description of
the Fund's investment policies in the prospectus. The Fund's investment
objective cannot be changed without approval of shareholders. Unless otherwise
indicated, the investment policies described below may be changed by the Board
of Trustees ("Trustees") without shareholder approval. Shareholders will be
notified before any material change in these policies becomes effective.
TYPES OF INVESTMENTS
CONVERTIBLE SECURITIES
The Fund may invest in convertible securities. Convertible securities
include fixed-income securities that may be exchanged or converted into a
predetermined number of shares of the issuer's underlying common stock at
the option of the holder during a specified period. Convertible
securities may take the form of convertible preferred stock, convertible
bonds or debentures, units consisting of "usable" bonds and warrants or a
combination of the features of several of these securities. The
investment characteristics of each convertible security vary widely,
which allows convertible securities to be employed for a variety of
investment strategies.
The Fund will exchange or convert convertible securities into shares of
underlying common stock when, in the opinion of Fifth Third Bank, the
Fund's investment adviser, or Morgan Stanley Asset Management Inc.,
("sub-adviser") (collectively referred to as "adviser"), the investment
characteristics of the underlying common shares will assist the Fund in
achieving its investment objective. The Fund may also elect to hold or
trade convertible securities. In selecting convertible securities, the
Fund's adviser evaluates the investment characteristics of the
convertible security as a fixed-income instrument, and the investment
potential of the underlying equity security for capital appreciation. In
evaluating these matters with respect to a particular convertible
security, the Fund's adviser considers numerous factors, including the
economic and political outlook, the value of the security relative to
other investment alternatives, trends in the determinants of the issuer's
profits, and the issuer's management capability and practices.
WARRANTS
The Fund may invest in warrants. Warrants are options to purchase common
stock at a specific price (usually at a premium above the market value of
the optioned common stock at issuance) valid for a specific period of
time. Warrants may have a life ranging from less than one year to twenty
years, or they may be perpetual. However, most warrants have expiration
dates after which they are worthless. In addition, a warrant is worthless
if the market price of the common stock does not exceed the warrant's
exercise price during the life of the warrant. Warrants have no voting
rights, pay no dividends, and have no rights with respect to the assets
of the corporation issuing them. The percentage increase or decrease in
the market price of the warrant may tend to be greater than the
percentage increase or decrease in the market price of the optioned
common stock. The Fund will not invest more than 5% of the value of its
total assets in warrants. No more than 2% of this 5% may be warrants
which are not listed on the New York or American Stock Exchanges.
Warrants acquired in units or attached to other securities may be deemed
to be without value for purposes of this policy.
FUTURES AND OPTIONS TRANSACTIONS
The Fund may attempt to hedge all or a portion of its portfolio or gain
relatively rapid, liquid and cost-effective exposure to certain markets
by buying and selling futures contracts and options on futures contracts.
FUTURES CONTRACTS. A futures contract is a firm commitment by two
parties, the seller who agrees to make delivery of the specific type of
security called for in the contract ("going short") and the buyer who
agrees to take delivery of the security ("going long") at a certain time
in the future. However, a securities index futures contract is an
agreement pursuant to which two parties agree to take or make delivery of
an amount of cash equal to the difference between the value of the index
at the close of the last trading day of the contract and the price at
which the index was originally written. No physical delivery of the
underlying security in the index is made.
The Fund may purchase or sell a futures contract to protect the Fund from
fluctuations in the value of its securities caused by anticipated changes
in interest rates or market conditions. The Fund may also invest in
securities index futures contracts when the sub-adviser believes such
investment is more efficient, liquid or cost-effective than investing
directly in the securities underlying the index.
- --------------------------------------------------------------------------------
PURCHASING PUT OPTIONS ON FUTURES CONTRACTS. The Fund may purchase listed
put options or over-the-counter put options on futures contracts. Unlike
entering directly into a futures contract, which requires the purchaser
to buy a financial instrument on a set date at a specified price, the
purchase of a put option on a futures contract entitles (but does not
obligate) its purchaser to decide on or before a future date whether to
assume a short position at the specified price. The Fund may purchase put
options on futures contracts to protect its portfolio investments against
decreases in value resulting from market factors such as an anticipated
changes in interest rates or when the sub-adviser believes such
investment is more efficient, liquid or cost-effective than investing
directly in the futures contract or the underlying securities or when
such futures contracts or securities are unavailable for investment upon
favorable terms.
WRITING PUT OPTIONS ON FUTURES CONTRACTS. The Fund may write listed put
options on financial futures contracts to hedge its portfolio or when the
sub-adviser believes such investment is more efficient, liquid or cost-
effective than investing directly in the futures contract or the
underlying securities or when such futures contracts or securities are
unavailable for investment upon favorable terms. When the Fund writes a
put option on a futures contract, it receives a premium for undertaking
the obligation to assume a long futures position (buying a futures
contract) at a fixed price at any time during the life of the option.
PURCHASING CALL OPTIONS ON FUTURES CONTRACTS. The Fund may buy listed
call options on financial futures contracts to hedge its portfolio. When
the Fund purchases a call option on a futures contract, it is purchasing
the right (not the obligation) to assume a long futures position (buy a
futures contract) at a fixed price at any time during the life of the
option.
WRITING CALL OPTIONS ON FUTURES CONTRACTS. The Fund may write listed call
options or over-the-counter call options on futures contracts to hedge
its portfolio or when the sub-adviser believes such investment is more
efficient, liquid or cost-effective than investing directly in the
futures contract or the underlying securities or when such futures
contracts or securities are unavailable for investment upon favorable
terms. When the Fund writes a call option on a futures contract, it is
undertaking the obligation of assuming a short futures position (selling
a futures contract) at the strike price at any time during the life of
the option if the option is exercised.
LIMITATION ON OPEN FUTURES POSITION. The Fund will not maintain open
positions in futures contracts it has sold or options it has written on
futures contracts if, in the aggregate, the value of the option positions
(marked to market) exceeds the current market value of its securities
portfolio plus or minus the unrealized gain or loss on those open
positions, adjusted for the correlation of volatility between the
securities or securities index underlying the futures contract and the
futures contracts. If this limitation is exceeded at any time, the Fund
will take prompt action to close out a sufficient number of open
contracts to bring its open futures and options positions within this
limitation.
"MARGIN" IN FUTURES TRANSACTIONS. Unlike the purchase or sale of a
security, the Fund does not pay or receive money upon the purchase or
sale of a futures contract. Rather, the Fund is required to deposit an
amount of "initial margin" in cash or U.S. Treasury bills with the
custodian (or the broker, if legally permitted). The nature of initial
margin in futures transactions is different from that of margin in
securities transactions in that futures contracts initial margin does not
involve a borrowing by the Fund to finance the transactions. Initial
margin is in the nature of a performance bond or good-faith deposit on
the contract which is returned to the Fund upon termination of the
futures contract, assuming all contractual obligations have been
satisfied.
A futures contract held by the Fund is valued daily at the official
settlement price of the exchange on which it is traded. Each day the Fund
pays or receives cash, called "variation margin," equal to the daily
change in value of the futures contract. This process is known as
"marking to market." Variation margin does not represent a borrowing or
loan by the Fund but is instead settlement between the Fund and the
broker of an amount one would owe the other if the futures contract
expired. In computing its daily net asset value, the Fund will mark to
market its open futures positions.
The Fund is also required to deposit and maintain margin when they write
call options on futures contracts.
PURCHASING AND WRITING OVER-THE-COUNTER OPTIONS. The Fund may purchase
and write over-the-counter options on portfolio investments in negotiated
transactions with the buyers or writers of such options. Over-the-counter
options are two-party contracts with price and terms negotiated between
buyer and seller. In contrast, exchange-traded options are third-party
contracts with standardized strike prices and expiration dates and are
purchased from a clearing corporation. Exchange-traded options have a
continuous liquid market while over-the-counter options may not.
- --------------------------------------------------------------------------------
FOREIGN CURRENCY TRANSACTIONS
CURRENCY RISKS. The exchange rates between the U.S. dollar and foreign
currencies are a function of such factors as supply and demand in the
currency exchange markets, international balances of payments,
governmental intervention, speculation and other economic and political
conditions. Although the Fund values its assets daily in U.S. dollars,
the Fund may not convert its holdings of foreign currencies to U.S.
dollars daily. The Fund may incur conversion costs when it converts its
holdings to another currency. Foreign exchange dealers may realize a
profit on the difference between the price at which the Fund buys and
sells currencies.
The Fund will engage in foreign currency exchange transactions in
connection with its portfolio investments. The Fund will conduct its
foreign currency exchange transactions either on a spot (i.e., cash)
basis at the spot rate prevailing in the foreign currency exchange market
or through forward contracts to purchase or sell foreign currencies.
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. The Fund may enter into
forward foreign currency exchange contracts in order to protect against a
possible loss resulting from an adverse change in the relationship
between the U.S. dollar and a foreign currency involved in an underlying
transaction. However, forward foreign currency exchange contracts may
limit potential gains which could result from a positive change in such
currency relationships. The adviser believes that it is important to have
the flexibility to enter into forward foreign currency exchange contracts
whenever it determines that it is in the Fund's best interest to do so.
The Fund will not speculate in foreign currency exchange.
The Fund will not enter into forward foreign currency exchange contracts
or maintain a net exposure in such contracts when it would be obligated
to deliver an amount of foreign currency in excess of the value of its
portfolio securities or other assets denominated in that currency or, in
the case of a "cross-hedge" denominated in a currency or currencies that
the adviser believes will tend to be closely correlated with that
currency with regard to price movements. Generally, the Fund will not
enter into a forward foreign currency exchange contract with a term
longer than one year.
FOREIGN CURRENCY OPTIONS. A foreign currency option provides the option
buyer with the right to buy or sell a stated amount of foreign currency
at the exercise price on a specified date or during the option period.
The owner of a call option has the right, but not the obligation, to buy
the currency. Conversely, the owner of a put option has the right, but
not the obligation, to sell the currency.
When the option is exercised, the seller (i.e., writer) of the option is
obligated to fulfill the terms of the sold option. However, either the
seller or the buyer may, in the secondary market, close its position
during the option period at any time prior to expiration.
A call option on foreign currency generally rises in value if the
underlying currency appreciates in value, and a put option on foreign
currency generally rises in value if the underlying currency depreciates
in value. Although purchasing a foreign currency option can protect the
Fund against an adverse movement in the value of a foreign currency, the
option will not limit the movement in the value of such currency. For
example, if the Fund was holding securities denominated in a foreign
currency that was appreciating and had purchased a foreign currency put
to hedge against a decline in the value of the currency, the Fund would
not have to exercise their put option. Likewise, if the Fund were to
enter into a contract to purchase a security denominated in foreign
currency and, in conjunction with that purchase, were to purchase a
foreign currency call option to hedge against a rise in value of the
currency, and if the value of the currency instead depreciated between
the date of purchase and the settlement date, the Fund would not have to
exercise its call. Instead, the Fund could acquire in the spot market the
amount of foreign currency needed for settlement.
SPECIAL RISKS ASSOCIATED WITH FOREIGN CURRENCY OPTIONS. Buyers and
sellers of foreign currency options are subject to the same risks that
apply to options generally. In addition, there are certain additional
risks associated with foreign currency options. The markets in foreign
currency options are relatively new, and the Fund's ability to establish
and close out positions on such options is subject to the maintenance of
a liquid secondary market. Although the Fund will not purchase or write
such options unless and until, in the opinion of the Fund's adviser, the
market for them has developed sufficiently to ensure that the risks in
connection with such options are not greater than the risks in connection
with the underlying currency, there can be no assurance that a liquid
secondary market will exist for a particular option at any specific time.
In addition, options on foreign currencies are affected by all of those
factors that influence foreign exchange rates and investments generally.
The value of a foreign currency option depends upon the value of the
underlying currency relative to the U.S. dollar. As a result, the price
of the option position may vary with changes in the value of either or
both currencies and may have no relationship to the investment merits of
a foreign security. Because foreign currency
- --------------------------------------------------------------------------------
transactions occurring in the interbank market involve substantially
larger amounts than those that may be involved in the use of foreign
currency options, investors may be disadvantaged by having to deal in an
odd lot market (generally consisting of transactions of less than $1
million) for the underlying foreign currencies at prices that are less
favorable than for round lots.
There is no systematic reporting of last sale information for foreign
currencies or any regulatory requirement that quotations available
through dealers or other market sources be firm or revised on a timely
basis. Available quotation information is generally representative of
very large transactions in the interbank market and thus may not reflect
relatively smaller transactions (i.e., less than $1 million) where rates
may be less favorable. The interbank market in foreign currencies is a
global, around-the-clock market. To the extent that the U.S. option
markets are closed while the markets for the underlying currencies remain
open, significant price and rate movements may take place in the
underlying markets that cannot be reflected in the options markets until
they reopen.
FOREIGN CURRENCY FUTURES TRANSACTIONS. By using foreign currency futures
contracts and options on such contracts, the Fund may be able to achieve
many of the same objectives as it would through the use of forward
foreign currency exchange contracts. The Fund may be able to achieve
these objectives possibly more effectively and at a lower cost by using
futures transactions instead of forward foreign currency exchange
contracts.
SPECIAL RISKS ASSOCIATED WITH FOREIGN CURRENCY FUTURES CONTRACTS AND
RELATED OPTIONS. Buyers and sellers of foreign currency futures contracts
are subject to the same risks that apply to the use of futures generally.
In addition, there are risks associated with foreign currency futures
contracts and their use as a hedging device similar to those associated
with options on currencies, as described above.
Options on foreign currency futures contracts may involve certain
additional risks. Trading options on foreign currency futures contracts
is relatively new. The ability to establish and close out positions on
such options is subject to the maintenance of a liquid secondary market.
To reduce this risk, the Fund will not purchase or write options on
foreign currency futures contracts unless and until, in the opinion of
the Fund's adviser, the market for such options has developed
sufficiently that the risks in connection with such options are not
greater than the risks in connection with transactions in the underlying
foreign currency futures contracts. Compared to the purchase or sale of
foreign currency futures contracts, the purchase of call or put options
on futures contracts involves less potential risk to the Fund because the
maximum amount at risk is the premium paid for the option (plus
transaction costs). However, there may be circumstances when the purchase
of a call or put option on a futures contract would result in a loss,
such as when there is no movement in the price of the underlying currency
or futures contract.
REVERSE REPURCHASE AGREEMENTS
The Fund may also enter into reverse repurchase agreements. These transactions
are similar to borrowing cash. In a reverse repurchase agreement, the Fund
transfers possession of a portfolio instrument to another person, such as a
financial institution, broker, or dealer, in return for the instrument's market
value in cash, and agrees that on a stipulated date in the future the Fund will
repurchase the portfolio instrument by remitting the original consideration plus
interest at an agreed upon rate. The use of reverse repurchase agreements may
enable the Fund to avoid selling portfolio instruments at a time when a sale may
be deemed to be disadvantageous, but the ability to enter into reverse
repurchase agreements does not ensure that the Fund will be able to avoid
selling portfolio instruments at a disadvantageous time.
When effecting reverse repurchase agreements, liquid assets of the Fund, in a
dollar amount sufficient to make payment for the obligations to be purchased,
are segregated at the trade date. These securities are marked to market daily
and are maintained until the transaction is settled.
LENDING OF PORTFOLIO SECURITIES
The collateral received when the Fund lends portfolio securities must be valued
daily and, should the market value of the loaned securities increase, the
borrower must furnish additional collateral to the Fund. During the time
portfolio securities are on loan, the borrower pays the Fund any dividends or
interest paid on such securities. Loans are subject to termination at the option
of the Fund or the borrower. The Fund may pay reasonable administrative and
custodial fees in connection with a loan and may pay a negotiated portion of the
interest earned on the cash or equivalent collateral to the borrower or placing
broker.
RESTRICTED AND ILLIQUID SECURITIES
The Fund may invest in securities issued in reliance on the exemption from
registration afforded by Section 4(2) of the Securities Act of 1933. Section
4(2) securities are restricted as to disposition under the federal securities
laws and are generally sold to institutional investors, such as the Fund, who
agree that they are purchasing such securities for
- --------------------------------------------------------------------------------
investment purposes and not with a view to public distributions. Any resale by
the purchaser must be in an exempt transaction. Section 4(2) securities are
normally resold to other institutional investors like the Fund through or with
the assistance of the issuer or investment dealers who make a market in such
securities, thus providing liquidity. The Fund believes that Section 4(2)
securities and possibly certain other restricted securities which meet the
criteria for liquidity established by the Trustees are quite liquid. The Fund
intends, therefore, to treat the restricted securities which meet the criteria
for liquidity established by the Trustees, including Section 4(2) securities, as
determined by the Fund's adviser, as liquid and not subject to the investment
limitation applicable to illiquid securities.
The ability of the Trustees to determine the liquidity of certain restricted
securities is permitted under the Securities and Exchange commission ("SEC")
Staff position set forth in the adopting release for Rule 144A under the
Securities Act of 1933 (the "Rule"). The Rule is a non-exclusive safe harbor for
certain secondary market transactions involving securities subject to
restrictions on resale under federal securities laws. The Rule provides an
exemption from registration for resales of otherwise restricted securities to
qualified institutional buyers. The Rule was expected to further enhance the
liquidity of the secondary market for securities eligible for resale under Rule
144A. The Fund believes that the Staff of the SEC has left the question of
determining the liquidity of all restricted securities to the Trustees. The
Trustees consider the following criteria in determining the liquidity of certain
restricted securities:
- - the frequency of trades and quotes for the security;
- - the number of dealers willing to purchase or sell the security and the number
of other potential buyers;
- - dealer undertakings to make a market in the security; and
- - the nature of the security and the nature of the marketplace trades.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
These transactions are arrangements in which the Fund purchases securities with
payment and delivery scheduled for a future time. The Fund engages in
when-issued and delayed delivery transactions only for the purpose of acquiring
portfolio securities consistent with the Fund's investment objective and
policies, not for investment leverage.
These transactions are made to secure what is considered to be an advantageous
price or yield for the Fund. Settlement dates may be a month or more after
entering into these transactions, and the market values at the time of delivery
of the securities purchased may vary from the purchase prices.
No fees or expenses, other than normal transaction costs, are incurred. However,
liquid assets of the Fund sufficient to make payment for the securities to be
purchased are segregated at the trade date. These securities are marked to
market daily and maintained until the transaction is settled.
The Fund may engage in these transactions to an extent that would cause the
segregation of an amount up to 20% of the total value of its assets.
MONEY MARKET INSTRUMENTS
The Fund may acquire money market instruments rated in one of the two highest
rating categories by a Nationally Recognized Statistical Rating Organization or
which, in the opinion of the adviser or sub-adviser, are of commensurate
quality.
REPURCHASE AGREEMENTS
The Fund or its custodian will take possession of the securities subject to
repurchase agreements and these securities will be marked to market daily. To
the extent that the original seller does not repurchase the securities from the
Fund, the Fund could receive less than the repurchase price on any sale of such
securities. In the event that such a defaulting seller filed for bankruptcy or
became insolvent, disposition of such securities by the Fund might be delayed
pending court action. The Fund believes that under the regular procedures
normally in effect for custody of the Fund's portfolio securities subject to
repurchase agreements, a court of competent jurisdiction would rule in favor of
the Fund and allow retention or disposition of such securities. The Fund will
only enter into repurchase agreements with banks and other recognized financial
institutions such as broker/dealers which are found by the adviser to be
creditworthy pursuant to guidelines established by the Trustees.
PORTFOLIO TURNOVER
It is not anticipated that the portfolio trading engaged in by the Fund will
result in its annual rate of portfolio turnover exceeding 100%. The Fund's
adviser does not anticipate that portfolio turnover will result in adverse tax
consequences. However, relatively high portfolio turnover may result in high
transaction costs to the Fund.
- --------------------------------------------------------------------------------
INVESTMENT LIMITATIONS
ISSUING SENIOR SECURITIES AND BORROWING MONEY
The Fund will not issue senior securities, except that it may borrow
money directly or through reverse repurchase agreements in amounts up to
one-third of the value of its total assets, including the amount
borrowed, and except to the extent that the Fund may enter into futures
contracts.
The Fund will not borrow money or engage in reverse repurchase agreements except
as a temporary, extraordinary, or emergency measure or to facilitate management
of the Fund by enabling it to meet redemption requests when the liquidation of
portfolio securities is deemed to be inconvenient or disadvantageous. The Fund
will not purchase any securities while any borrowings in excess of 5% of its
total assets are outstanding.
INVESTING IN COMMODITIES
The Fund will not invest in commodities, except that the Fund reserves
the right to engage in transactions involving futures contracts options,
and forward contracts with respect to securities, securities indexes or
currencies.
INVESTING IN REAL ESTATE
The Fund will not purchase or sell real estate, including real estate
limited partnership interests, although the Fund may invest in securities
of issuers whose business involves the purchase or sale of real estate or
in securities which are secured by real estate or interests in real
estate.
CONCENTRATION OF INVESTMENTS
The Fund will not invest 25% or more of the value of its total assets in
any one industry (other than securities issued or guaranteed by the U.S.
government, its agencies, or instrumentalities and repurchase agreements
collateralized by such securities).
UNDERWRITING
The Fund will not underwrite any issue of securities, except as it may be
deemed to be an underwriter under the Securities Act of 1933 in
connection with the sale of securities which the Fund may purchase in
accordance with its investment objective, policies, and limitations.
SELLING SHORT AND BUYING ON MARGIN
The Fund will not sell any securities short or purchase any securities on
margin, but may obtain such short-term credits as may be necessary for
clearance of purchases and sales of portfolio securities. A deposit or
payment by the Fund of initial or variation margin in connection with
financial futures contracts or related options transactions is not
considered the purchase of a security on margin.
DIVERSIFICATION OF INVESTMENTS
With respect to securities comprising 75% of the value of its total
assets, the Fund will not purchase securities issued by any one issuer
(other than cash, cash items or securities issued or guaranteed by the
government of the United States or its agencies or instrumentalities and
repurchase agreements collateralized by such securities) if as a result
more than 5% of the value of its total assets would be invested in the
securities of that issuer. The Fund will not acquire more than 10% of the
outstanding voting securities of such issuer.
PLEDGING ASSETS
The Fund will not mortgage, pledge, or hypothecate any assets, except to
secure permitted borrowings. In these cases, the Fund may pledge assets
as necessary to secure such borrowings. For purposes of this limitation,
where applicable, (a) the deposit of assets in escrow in connection with
the writing of covered call or secured put options and the purchase of
securities on a when-issued basis and (b) collateral arrangements with
respect to: (i) the purchase and sale of securities options (and options
on securities indexes) and (ii) initial or variation margin for futures
contracts, will not be deemed to be pledges of the Fund's assets.
LENDING CASH OR SECURITIES
The Fund will not lend any of its assets, except portfolio securities up
to one-third of the value of its total assets. This shall not prevent the
purchase or holding of U.S. government obligations, corporate bonds,
debentures, notes, certificates of indebtedness, or other debt securities
of any issuer, repurchase agreements, or other transactions which are
permitted by the Fund's investment objective, policies, and limitations
or Declaration of Trust.
- --------------------------------------------------------------------------------
The above investment limitations cannot be changed without approval of the
Fund's shareholders. The following limitations may be changed by the Trustees
without shareholder approval. Shareholders will be notified before any material
change in these limitations becomes effective.
INVESTING IN RESTRICTED SECURITIES
The Fund will not invest more than 10% of its total assets in securities
subject to restrictions on resale under the Securities Act of 1933,
except for restricted securities which meet the criteria for liquidity as
established by the Trustees. In order to comply with registration
requirements of a certain state, the Fund has agreed to limit its
investment in restricted securities to 5% of its total assets. If state
requirements change, this policy may be changed without notice to
shareholders.
INVESTING IN ILLIQUID SECURITIES
The Fund will not invest more than 15% of the value of its net assets in
illiquid securities, including, as applicable, repurchase agreements
providing for settlement in more than seven days after notice,
over-the-counter options, and certain restricted securities not
determined by the Trustees to be liquid.
INVESTING IN MINERALS
The Fund will not purchase interests in oil, gas, or other mineral
exploration or development programs or leases, except it may purchase the
securities of issuers which invest in or sponsor such programs.
PURCHASING SECURITIES TO EXERCISE CONTROL
The Fund will not purchase securities of a company for the purpose of
exercising control or management.
INVESTING IN WARRANTS
The Fund will not invest more than 5% of its net assets in warrants,
including those acquired in units or attached to other securities. To
comply with certain state restrictions, the Fund will limit its
investments in such warrants not listed on the New York or American Stock
Exchanges to 2% of its net assets. (If state restrictions change, this
latter restriction may be revised without notice to shareholders.) For
purposes of this investment restriction, warrants will be valued at the
lower of cost or market, except that warrants acquired by the Fund in
units with or attached to securities may be deemed to be without value.
INVESTING IN PUT OPTIONS
The Fund will not purchase put options on securities or futures
contracts, unless the securities or futures contracts are held in the
Fund's portfolio or unless the Fund is entitled to them in deliverable
form without further payment or after segregating cash in the amount of
any further payment.
WRITING COVERED CALL OPTIONS
The Fund will not write call options on securities or futures contracts
unless the securities or futures contracts are held in the Fund's
portfolio or unless the Fund is entitled to them in deliverable form
without further payment or after segregating cash in the amount of any
further payment.
INVESTMENT IN SECURITIES OF OTHER INVESTMENT COMPANIES
The Fund will limit its investment in other investment companies to no
more than 3% of the total outstanding voting stock of any investment
company, will invest no more than 5% of total assets in any one
investment company, and will invest no more than 10% of its total assets
in investment companies in general. The Fund will purchase securities of
closed-end investment companies only in open-market transactions
involving only customary broker's commissions. However, these limitations
are not applicable if the securities are acquired in a merger,
consolidation, reorganization, or acquisition of assets. The Fund will
invest in other investment companies primarily for the purpose of
investing its short-term cash on a temporary basis. The adviser and sub-
adviser will waive their investment advisory and sub-advisory fees on
assets invested in securities of open-end investment companies.
INVESTING IN NEW ISSUERS
The Fund will not invest more than 5% of the value of its total assets in
securities of issuers which have records of less than three years of
continuous operations, including the operation of any predecessor.
INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES OF
THE TRUST
The Fund will not purchase or retain the securities of any issuer if the
officers and Trustees of the Trust, the investment adviser, or a
sub-adviser owning individually more than 1/2 of 1% of the issuer's
securities, together own more than 5% of the issuer's securities.
- --------------------------------------------------------------------------------
Except with respect to the Fund's policy of borrowing money, if a percentage
limitation is adhered to at the time of investment, a later increase or decrease
in percentage resulting from any change in value or net assets will not result
in a violation of such restriction.
Under normal circumstances, the Fund does not expect to borrow money in excess
of 5% of the value of its net assets during the coming fiscal year.
For purposes of its policies and limitations, the Fund considers certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic bank
or savings and loan having capital, surplus, and undivided profits in excess of
$100,000,000 at the time of investment to be "cash items."
FOUNTAIN SQUARE FUNDS MANAGEMENT
- --------------------------------------------------------------------------------
OFFICERS AND TRUSTEES
Officers and Trustees of the Trust are listed with their addresses, principal
occupations, and present positions. Except as listed below, none of the Trustees
or Officers are affiliated with Fifth Third Bank, Fifth Third Bancorp, Federated
Investors, Federated Securities Corp., or Federated Administrative Services.
<TABLE>
<CAPTION>
POSITIONS WITH PRINCIPAL OCCUPATIONS
NAME AND ADDRESS THE TRUST DURING PAST FIVE YEARS
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
J. Christopher Donahue*+ Chairman of the President and Trustee, Federated Investors; President and Trustee, Federated
Federated Investors Board of Advisers, Federated Management, and Federated Research; President and
Tower Trustees, Director, Federated Research Corp.; President, Passport Research, Ltd.;
Pittsburgh, PA President and Trustee, Federated Administrative Services, Federated Services Company, and
Treasurer Federated Shareholder Services.
- --------------------------------------------------------------------------------------------------------------------------------
Edward Burke Carey Member of Chairman of Carey Leggett Realty Advisors.
395 East Town St. Board of
Columbus, Ohio Trustees
- --------------------------------------------------------------------------------------------------------------------------------
Lee A. Carter+ Member of President of Local Marketing Corporation.
Cincinnati Commerce Board of
Center Trustees
600 Vine Street
Suite 2020
Cincinnati, Ohio
- --------------------------------------------------------------------------------------------------------------------------------
Albert E. Harris Member of Chairman of the Board EDB Holdings, Inc. (retired December, 1992); Formerly
P.O. Box 583 Board of Senior Vice President, The Procter & Gamble Company (retired October, 1987).
Milford, Ohio Trustees
- --------------------------------------------------------------------------------------------------------------------------------
Craig P. Churman Vice President Vice President, Federated Administrative Services.
Federated Investors and Assistant
Tower Treasurer
Pittsburgh, PA
- --------------------------------------------------------------------------------------------------------------------------------
Jay S. Neuman Secretary Corporate Counsel, Federated Investors; prior to January, 1991, Associate
Federated Investors Counsel, The Boston Company Advisors, Inc.
Tower
Pittsburgh, PA
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* This Trustee is deemed to be an "interested person" of the Funds or the Trust
as defined in the Investment Company Act of 1940.
+ Members of the Trust's Executive Committee. The Executive Committee of the
Board of Trustees handles the responsibilities of the Board of Trustees
between meetings of the Board.
FUND OWNERSHIP
Officers and Trustees own less than 1% of the outstanding shares of the Fund.
- --------------------------------------------------------------------------------
TRUSTEE LIABILITY
The Trust's Declaration of Trust provides that the Trustees will not be liable
for errors of judgment or mistakes of fact or law. However, they are not
protected against any liability to which they would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of their office.
INVESTMENT ADVISORY SERVICES
- --------------------------------------------------------------------------------
ADVISER TO THE FUND
The Fund's adviser is Fifth Third Bank. It provides investment advisory services
through its Trust and Investment Division. Fifth Third Bank is a wholly-owned
subsidiary of Fifth Third Bancorp.
The adviser shall not be liable to the Trust, the Fund, or any shareholder of
the Fund for any losses that may be sustained in the purchase, holding, or sale
of any security or for anything done or omitted by it, except acts or omissions
involving willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties imposed upon it by its contract with the Fund.
Because of the internal controls maintained by Fifth Third Bank to restrict the
flow of non-public information, Fund investments are typically made without any
knowledge of Fifth Third Bank's or its affiliates' lending relationships with an
issuer.
SUB-ADVISER
Morgan Stanley Asset Management Inc. is the sub-adviser to the Fund under the
terms of a Sub-Advisory Agreement between Fifth Third Bank and Morgan Stanley
Asset Management Inc.
ADVISORY FEES
For its advisory services, Fifth Third Bank receives an annual investment
advisory fee as described in the prospectus.
SUB-ADVISORY FEES
For its sub-advisory services, Morgan Stanley Asset Management Inc. receives an
annual sub-advisory fee as described in the prospectus.
STATE EXPENSE LIMITATIONS
The adviser and sub-adviser have undertaken to comply with the expense
limitations established by certain states for investment companies whose
shares are registered for sale in those states. If the Fund's normal
operating expenses (including the investment advisory fee, but not
including brokerage commissions, interest, taxes, and extraordinary
expenses) exceed 2 1/2% per year of the first $30 million of average net
assets, 2% per year of the next $70 million of average net assets, and
1 1/2% per year of the remaining average net assets, the adviser has
agreed to reimburse the Fund for its expenses over the limitation up to
the amount of the advisory fees in any single fiscal year.
If the Fund's monthly projected operating expenses exceed this
limitation, the investment advisory and sub-advisory fees paid will be
reduced proportionally by the amount of the excess, subject to an annual
adjustment.
This arrangement is not part of the advisory contract or sub-advisory
agreement and may be amended or rescinded in the future.
ADMINISTRATIVE AND CUSTODY SERVICES
- --------------------------------------------------------------------------------
Federated Administrative Services ("FAS"), which is a subsidiary of Federated
Investors, provides administrative personnel and services to the Funds for the
fees set forth in the prospectus.
Under the custodian agreement, Fifth Third Bank holds the Fund's domestic
portfolio securities and keeps all necessary records and documents relating to
its duties. Pursuant to an agreement with Fifth Third Bank, Morgan Stanley Trust
Company, Brooklyn, NY, acts as the Fund's sub-custodian for foreign assets held
outside the United States and employs subcustodians who were approved by the
Trustees of the Fund in accordance with regulations of the Securities and
Exchange Commission. Morgan Stanley Trust Company is an affiliate of Morgan
Stanley Asset Management Inc. Fees for custody services are based upon the
market value of Fund securities held in custody plus certain securities
transaction charges.
ADMINISTRATIVE ARRANGEMENTS
- --------------------------------------------------------------------------------
The distributor pays fees to brokers and dealers for distribution and
administrative services and to administrators for administrative services. The
administrative services include, but are not limited to, providing office space,
equipment, telephone facilities, and various personnel, including clerical,
supervisory, and computer, as is necessary or beneficial to establish and
maintain shareholders' accounts and records, process purchase and redemption
transactions, process automatic investments of client account cash balances,
answer routine client inquiries regarding the Fund, assist clients in changing
dividend options, account designations, and addresses, and providing such other
services as the Fund may reasonably request.
BROKERAGE TRANSACTIONS
- --------------------------------------------------------------------------------
When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the adviser and sub-adviser look for prompt execution of the order
at a favorable price. In working with dealers, the adviser and sub-adviser will
generally use those who are recognized dealers in specific portfolio
instruments, except when a better price and execution of the order can be
obtained elsewhere. The adviser and sub-adviser make decisions on portfolio
transactions and select brokers and dealers subject to guidelines established by
the Trustees.
The adviser and sub-adviser may select brokers and dealers who offer brokerage
and research services. These services may be furnished directly to the Fund or
to the adviser and sub-adviser and may include:
- - advice as to the advisability of investing in securities;
- - security analysis and reports;
- - economic studies;
- - industry studies;
- - receipt of quotations for portfolio evaluations; and
- - similar services.
The adviser and sub-adviser and their affiliates exercise reasonable business
judgment in selecting brokers who offer brokerage and research services to
execute securities transactions. They determine in good faith that commissions
charged by such persons are reasonable in relationship to the value of the
brokerage and research services provided.
Research services provided by brokers may be used by the adviser and the
sub-adviser in advising the Fund and other accounts. To the extent that receipt
of these services may supplant services for which the adviser and the
sub-adviser or their affiliates might otherwise have paid, it would tend to
reduce their expenses.
Although investment decisions for the Fund are made independently from those of
the other accounts managed by the adviser and sub-adviser, investments of the
type the Fund may make may also be made by those other accounts. When the Fund
and one or more other accounts managed by the adviser and sub-adviser are
prepared to invest in, or desire to dispose of, the same security, available
investments or opportunities for sales will be allocated in a manner believed by
the adviser and sub-adviser to be equitable to each. In some cases, this
procedure may adversely affect the price paid or received by the Fund or the
size of the position obtained or disposed of by the Fund. In other cases,
however, it is believed that coordination and the ability to participate in
volume transactions will be to the benefit of the Fund.
PURCHASING SHARES
- --------------------------------------------------------------------------------
Shares of the Fund are sold at their net asset value with a sales charge on days
the New York Stock Exchange and the Federal Reserve Bank of Cleveland are open
for business. The procedure for purchasing shares of the Fund is explained in
the prospectus under "Investing in the Fund."
DISTRIBUTION PLAN
With respect to the Fund, the Trust has adopted a Plan pursuant to Rule 12b-1
which was promulgated by the Securities and Exchange Commission pursuant to the
Investment Company Act of 1940. The Plan provides for payment of fees to
Federated Securities Corp. to finance any activity which is principally intended
to result in the sale of Fund shares subject to the Plan. Such activities may
include the advertising and marketing of shares; preparing, printing, and
distributing prospectuses and sales literature to prospective shareholders,
brokers, or administrators; and, implementing and operating the Plan. Pursuant
to the Plan, Federated Securities Corp. may pay fees to brokers for distribution
and administrative services and to administrators for administrative services as
to shares. The administrative services are provided by a representative who has
knowledge of the shareholder's particular circumstances and goals, and include,
but are not limited to: communicating account openings; communicating account
closings; entering purchase transactions; entering redemption transactions;
providing or arranging to provide accounting support for all transactions,
wiring funds and receiving funds for share purchases and redemptions, confirming
and reconciling all transactions, reviewing the activity in Fund accounts, and
providing training and supervision of broker personnel; posting and reinvesting
dividends to Fund accounts or arranging for this service to be performed by the
Fund's transfer agent; and
- --------------------------------------------------------------------------------
maintaining and distributing current copies of prospectuses and shareholder
reports to the beneficial owners of shares and prospective shareholders.
The Trustees expect that the Plan will result in the sale of a sufficient number
of shares so as to allow the Fund to achieve economic viability. It is also
anticipated that an increase in the size of the Fund will facilitate more
efficient portfolio management and assist the Fund in seeking to achieve its
investment objective.
TAX CONSEQUENCES
Exercise of this exchange privilege is treated as a sale for federal
income tax purposes. Depending upon the cost basis of the securities
exchanged for shares of the Fund, a gain or loss may be realized by the
investor.
DETERMINING NET ASSET VALUE
- --------------------------------------------------------------------------------
Net asset value generally changes each day. The days on which net asset value is
calculated by the Fund are described in the prospectus. Net asset value will not
be calculated on days on which the New York Stock Exchange is closed.
DETERMINING MARKET VALUE OF SECURITIES
Market values of the Fund's portfolio securities are determined as follows:
- - for equity securities, according to the last sale price in the market in which
they are primarily traded (either a national securities exchange or the
over-the-counter market), if available;
- - in the absence of recorded sales for equity securities, according to the mean
between the last closing bid and asked prices;
- - for bonds and other fixed-income securities, as determined by an independent
pricing service;
- - for short-term obligations, according to the prices as furnished by an
independent pricing service, except that short-term obligations with
maturities of less than 60 days may be valued at amortized cost; and
- - for all other securities, at fair value as determined in good faith by the
Trustees.
Prices provided by independent pricing services may be determined without
relying exclusively on quoted prices and may consider yield, quality, coupon
rate, maturity, type of issue, trading characteristics, and other market data.
The Fund will value futures contracts and options at their market values
established by the exchanges on which they are traded at the close of trading on
such exchanges unless the Trustees determine in good faith that another method
of valuing such investments is necessary to appraise their fair market value.
TRADING IN FOREIGN SECURITIES
Trading in foreign securities may be completed at times which vary from the
closing of the New York Stock Exchange. In computing the net asset value, the
Fund values foreign securities at the latest closing price on the exchange on
which they are traded immediately prior to the closing of the New York Stock
Exchange. Certain foreign currency exchange rates may also be determined at the
latest rate prior to the closing of the New York Stock Exchange. Foreign
securities quoted in foreign currencies are translated into U.S. dollars at
current rates. Occasionally, events that affect these values and exchange rates
may occur between the times at which they are determined and the closing of the
New York Stock Exchange. If such events materially affect the value of portfolio
securities, these securities may be valued at their fair value as determined in
good faith by the Trustees, although the actual calculation may be done by
others.
REDEEMING SHARES
- --------------------------------------------------------------------------------
Shares are redeemed at the next computed net asset value after the Fund receives
the redemption request. Redemption procedures are explained in the prospectus
under "Redeeming Shares." Although Fifth Third Bank does not charge for
telephone redemptions, it reserves the right to charge a fee for the cost of
wire-transferred redemptions of less than $5,000.
REDEMPTION IN KIND
The Trust has elected to be governed by Rule 18f-1 of the Investment Company Act
of 1940 under which the Trust is obligated to redeem shares for any one
shareholder in cash only up to the lesser of $250,000 or 1% of the Fund's net
asset value during any 90-day period.
Any redemption beyond this amount will also be in cash unless the Trustees
determine that payments should be in kind. In such a case, the Trust will pay
all or a portion of the remainder of the redemption in portfolio instruments,
valued in the same way as the Fund determines net asset value. The portfolio
instruments will be selected in a manner that the Trustees deem fair and
equitable.
- --------------------------------------------------------------------------------
Redemption in kind is not as liquid as a cash redemption. If redemption is made
in kind, shareholders receiving their securities and selling them before their
maturity could receive less than the redemption value of their securities and
could incur certain transaction costs.
TAX STATUS
- --------------------------------------------------------------------------------
THE FUND'S TAX STATUS
The Fund will pay no federal income tax because it expects to meet the
requirements of Subchapter M of the Internal Revenue Code applicable to
regulated investment companies and to receive the special tax treatment afforded
to such companies. To qualify for this treatment, the Fund must, among other
requirements:
- - derive at least 90% of its gross income from dividends, interest, and gains
from the sale of securities;
- - derive less than 30% of its gross income from the sale of securities held less
than three months;
- - invest in securities within certain statutory limits; and
- - distribute to its shareholders at least 90% of its net income earned during
the year.
However, the Fund may invest in the stock of certain foreign corporations which
would constitute a Passive Foreign Investment Company (PFIC). Federal income
taxes may be imposed on the Fund upon disposition of PFIC investments.
FOREIGN TAXES
Investment income on certain foreign securities in which the Fund may invest may
be subject to foreign withholding or other taxes that could reduce the return on
these securities. Tax treaties between the United States and foreign countries,
however, may reduce or eliminate the amount of foreign taxes to which the Fund
would be subject.
SHAREHOLDERS' TAX STATUS
Shareholders are subject to federal income tax on dividends and capital gains
received as cash or additional shares. The Fund's dividends, and any short-term
capital gains, are taxable as ordinary income.
CAPITAL GAINS
Shareholders will pay federal tax on long-term capital gains distributed
to them regardless of how long they have held the Fund shares.
TOTAL RETURN
- --------------------------------------------------------------------------------
The average annual total return for the Fund is the average compounded rate of
return for a given period that would equate a $1,000 initial investment to the
ending redeemable value of that investment. The ending redeemable value is
computed by multiplying the number of shares owned at the end of the period by
the maximum offering price per share at the end of the period. The number of
shares owned at the end of the period is based on the number of shares purchased
at the beginning of the period with $1,000, less any applicable sales load,
adjusted over the period by any additional shares, assuming the reinvestment of
all dividends and distributions.
YIELD
- --------------------------------------------------------------------------------
The yield for the Fund is determined by dividing the net investment income per
share (as defined by the Securities and Exchange Commission) earned by the Fund
over a thirty-day period by the maximum offering price per share of the Fund on
the last day of the period. This value is then annualized using semi-annual
compounding. This means that the amount of income generated during the
thirty-day period is assumed to be generated each month over a twelve-month
period and is reinvested every six months. The yield does not necessarily
reflect income actually earned by the Fund because of certain adjustments
required by the Securities and Exchange Commission and, therefore, may not
correlate to the dividends or other distributions paid to shareholders.
To the extent that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an investment in the Fund,
performance will be reduced for those shareholders paying those fees.
PERFORMANCE COMPARISONS
- --------------------------------------------------------------------------------
The performance of the Fund depends upon such variables as:
- - portfolio quality;
- - average portfolio maturity;
- - type of instruments in which the portfolio is invested;
- - changes in interest rates and market value of portfolio securities;
- - changes in the Fund's expenses; and
- - various other factors.
The Fund's performance fluctuates on a daily basis largely because net earnings
and net asset value per share fluctuate daily. Both net earnings and offering
price per share are factors in the computation of yield and total return as
described above.
Investors may use financial publications and/or indices to obtain a more
complete view of the Fund's performance. When comparing performance, investors
should consider all relevant factors such as the composition of any index used,
prevailing market conditions, portfolio compositions of other funds, and methods
used to value portfolio securities and compute offering price. The financial
publications and/or indices which the Fund uses in advertising may include:
- - LIPPER ANALYTICAL SERVICES, INC. ("LIPPER"), an independent mutual fund rating
service, ranks funds in various fund categories by making comparable
calculations using total return. Total return assumes the reinvestment of all
capital gains distributions and income dividends and takes into account any
change in net asset value over a specified period of time. From time to time,
the Fund will quote its Lipper ranking in the appropriate category in
advertising and sales literature.
- - MORNINGSTAR, INC., an independent rating service, is the publisher of the
bi-weekly Mutual Fund Values. Mutual Fund Values rates more than 1,000
NASDAQ-listed mutual funds of all types, according to their risk-adjusted
returns. The maximum rating is five stars, and ratings are effective for two
weeks.
- - EUROPE, AUSTRALIA, AND FAR EAST (EAFE) is a market capitalization weighted
foreign securities index, which is widely used to measure the performance of
European, Australian, New Zealand and Far Eastern stock markets. The index
covers approximately 1,020 companies drawn from 18 countries in the above
regions. The index values its securities daily in both U.S. dollars and local
currency and calculates total returns monthly. EAFE U.S. dollar total return
is a net dividend figure less Luxembourg withholding tax. The EAFE is
monitored by Capital International, S.A., Geneva, Switzerland.
Advertisements and other sales literature for the Fund may quote total returns
which are calculated on non-standardized base periods. The total return
represents the historic change in the value of an investment in the Fund based
on reinvestment of dividends over a specified period of time.
Advertisements may quote performance information which does not reflect the
effect of the sales load.
4041103B 5/94
PART C. OTHER INFORMATION.
Item 24. Financial Statements and Exhibits:
(a) Financial Statements (1-6) Incorporated by reference to the
Annual Report to Shareholders of the Fountain Square Funds
dated July 31, 1994 (File No. 811-5669); (7-10) Filed in
Part A.
(b) Exhibits:
(1) Conformed Copy of Declaration of Trust of the
Registrant including Amendments Nos.1 through 7;+
(2) Copy of By-Laws of the Registrant;+
(3) Not applicable;
(4) Not applicable;
(5) (i) Conformed Copy of Investment Advisory Contract
of the Registrant through and including Exhibit J;+
(ii) Conformed Copy of Sub-Advisory Agreement (1);
(6) (i) Conformed Copy of Distributor's Contract
of the Registrant through and including
Exhibit L;+
(ii) Copy of Administrative Services Agreement
of the Registrant;+
(iii) Conformed Copy of Amendment No. 1 to
Administrative Services Agreement (1);
(iv) Conformed Copy of Amendment No. 2 to
Administrative Services Agreement (1);
(7) Not applicable;
(8) Conformed Copy of Custody Agreement of the
Registrant;+
(9) Conformed Copy of Agency Agreement of the Registrant;+
(10) Conformed Copy of Opinion and Consent of Counsel
as to legality of shares being registered;+
(11) (i) Not applicable
(ii)Conformed Copy of Opinion of Counsel
as to status of shareholders of Ohio Tax
Free Bond Fund regarding Ohio income
taxes (2.);
(12) Not applicable;
(13) Conformed Copy of Initial Capital
Understanding;+
(14) Not applicable;
(15) (i) Conformed Copy of Distribution Plan
through and including Exhibit I;+
(ii) Form of Rule 12b-1 Agreement;+
1. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 13 filed June 1, 1994. (File Nos. 811-5669 and 33-24848)
2. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 12 on Form N-1A filed September 24, 1993. (File Nos. 811-
5669 and 33-24848).
(16) (i) Copy of Schedule for Computation of Fund
Performance Data for Fountain Square
Balanced Fund (3.);
(ii) Copy of Schedule for Computation of Fund
Performance Data for Fountain Square
Commercial Paper Fund;+
(iii) Copy of Schedule for Computation of Fund
Performance Data for Fountain Square
Government Cash Reserves Fund;+
(iv) Copy of Schedule for Computation of Fund
Performance Data for Fountain Square Mid Cap
Fund (3);
(v) Copy of Schedule for Computation of Fund
Performance Data for Fountain Square
Quality Bond Fund (3);
(vii)Copy of Schedule for Computation of Fund
Performance Data for Fountain Square
Quality Growth Fund (3);
(viii)Copy of Schedule for Computation of Fund
Performance Data for Fountain Square Ohio
Tax Free Bond Fund (2);
(ix) Copy of Schedule for Computation of Fund
Performance Data for Fountain Square U.S.
Government Securities Fund (3);
(x) Copy of Schedule for Computation of Fund
Performance Data for Fountain Square U.S.
Treasury Obligations Fund;+
(xi) Copy of Schedule for Computation of Fund
Performance Data for Fountain Square
International Equity Fund;+
(17) Copy of Financial Date Schedule; +
(18) Conformed Copy of Power of Attorney (1);
(19) Not applicable;
1. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 13 filed June 1, 1994. (File Nos. 811-5669 and 33-24848)
2. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 12 on Form N-1A filed September 24, 1993. (File Nos. 811-
5669 and 33-24848).
3. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 11 on Form N-1A filed March 25, 1993. (File Nos. 811-5669
and 33-24848).
Item 25. Persons Controlled by or Under Common Control with Registrant:
None
Item 26. Number of Holders of Securities:
Shares of beneficial interest Number of Record Holders
(no par value) as of January 31, 1994
U.S. Government Securities Fund 415
Quality Bond Fund 953
Ohio Tax Free Bond Fund 375
Quality Growth Fund 1,286
Mid Cap Fund 1,049
Balanced Fund 894
U.S. Treasury Obligations Fund 2,329
International Equity Fund 1,001
Government Cash Reserves Fund
Trust Shares 2,467
Investment Shares 2,750
Commercial Paper Fund
Trust Shares 2,191
Investment Shares 2,837
Item 27. Indemnification: (9.)
Item 28. Business and Other Connections of Investment Adviser:
Other Substantial
Position with Business, Profession,
Name the Adviser Vocation or Employment
Clement L. Buenger Director
George A. Schaefer, Jr. President, Chief
Executive Officer
and Director
George W. Landry Executive Vice President
and Cashier
Stephen J. Schrantz Executive Vice President
P. Michael Brumm Senior Vice President and
Chief Financial Officer
Michael K. Keating Senior Vice President,
Trust Officer, and
Secretary
__________
9. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 7 on Form N-1A filed September 27, 1991. (File Nos.
811-5669 and 33-24848).
Thomas B. Donnell Chairman, Fifth Third
Bank of Northwestern
Ohio and Director
Robert P. Niehaus Senior Vice President
Michael D. Baker Senior Vice President
Henry W. Hobson, III Senior Vice President
J. Patrick Bell Senior Vice President
Tom A. Bobenread Senior Vice President
James J. Hudepohl Senior Vice President
Edward H. Silva, Jr. Senior Vice President
Gerald L. Wissel Senior Vice President
and Director of Audit
Neal E. Arnold Senior Vice President
and Treasurer
Paul L. Reynolds Vice President, General
Counsel and Assistant
Secretary
John F. Barrett Director President & CEO, Western-
Southern Life Insurance Co.
Nolan W. Carson Director Partner, Dinsmore & Shohl
Richard T. Farmer Director Chairman & CEO, Cintas Corp.
John D. Geary Director Former President, Midland
Enterprises, Inc.
Joseph H. Head, Jr. Director Chairman, Atkins and Pearce
William G. Kagler Director Chairman & CEO, Skyline Chili,
Inc.
William J. Keating Director Retired Publisher & Chairman,
The Cincinnati Enquirer
James D. Kiggen Director Chairman of the Board &
President, Xtek, Inc.
Robert B. Morgan Director President and Chief Executive
Officer, Cincinnati Financial
Corp.
Michael H. Norris Director Former President, The Deerfield
Manufacturing Co.
Brian H. Rowe Director Former President, GE Aircraft
Engines
John J. Schiff, Jr. Director Chairman, John J. & Thomas R.
Schiff & Co.
Dennis J. Sullivan, Jr. Director Executive
Counselor, Dan Pinger Public
Relations
Dudley S. Taft Director President, Taft Broadcasting Co.
Joan R. Herschede Director President & CEO, The Frank
Herschede Company
Ivan W. Gorr Director Chairman & CEO, Cooper Tire &
Rubber Co.
Milton C. Boesel, Jr. Director Counsel, Ritter, Robinson,
McCready & James
Gerald V. Dirvin Director Executive Vice President, The
Procter & Gamble Company
Business and Other Connections of Sub-Advisers (International Equity Fund):
Listed below are the officers and Directors of Morgan Stanely Asset Management
Inc. ("MSAM"), the Sub Adviser to the International Equity Fund. The
information as to any other business, profession, vocation, or employment of
substantial nature engaged in by the Chairman, President and Directors during
the past two fiscal years, is incorporated by reference to Schedule A and D of
Form ADV filed by MSAM pursuant to the Advisers Act (SEC File No. 801-15757).
MORGAN STANLEY ASSET MANAGMENT
Officers (Principals and Managing Directors)
Barton M. Biggs, Chairman/Managing Director
Peter A. Nadosy, President/Managing Director
James A. Allwin, Managing Director
A. MacDonald Caputo, Managing Director
Garry B. Crowder, Managing Director
Richard B. Fisher, Managing Director
Gordon S. Gray, Managing Director
Gary Latainer, Managing Director
Donald H. McAllister, Managing Director
Dennis G. Sherva, Managing Director
Dominic Caldecott, Managing Director
Ean Wah Chin, Managing Director
Michael A. Crowe, Managing Director
Madhav Dhar, Managing Director
Kurt Fauerman, Managing Director
Richard G. Woolworth, Managing Director
John R. Alkier, Principal
Robert E. Angevine, Principal
Warren J. Ackerman, III, Principal
Michael Cowan, Principal
Gerald P. Barth, Principal
Francine J. Bovich, Principal
Arthur Certosimo, Principal
James Cheng, Principal
Terence Carmichael, Principal
Stephen C. Cordy, Principal
Elleen Cresham, Principal
Jacqueline A. Day, Principal
Paul Ghaffari, Principal
James A. Grisham, Principal
Perry E. Hall II, Principal
Marianne Hay, Principal
Bruce S. Ives, Principal
Paul J. Jackson, Principal
Margaret Kinsley Johnson, Principal
Kathryn Jonas, Principal
Debra Kushma, Principal
Marianne Lippmann, Principal
Gary J. Mangino, Principal
Paul Martin, Principal
Walter Maynard, Principal
Robert L. Meyer, Principal
Margaret P. Naylor, Principal
Warren J. Olsen, Principal
Russell Platt, Principal
Gail H. Reeke, Principal
Christine Reilly, Principal
Robert Sargent, Principal
Kiat Seng Seah, Principal
Vlnod Sethi, Principal
Stephen C. Sexauer, Principal
Harold Schaaff, Principal
Robert M. Smith, Principal
Phillip W. Warner, Principal
Phillip W. Winters, Principal
Alford E. Zick, Principal
Item 29. Principal Underwriters:
(a) Federated Securities Corp., the Distributor for shares of the
Registrant, also acts as principal underwriter for the
following open-end investment companies: Alexander Hamilton
Funds; American Leaders Fund, Inc.; Annuity Management
Series; Arrow Funds; Automated Cash Management Trust;
Automated Government Money Trust; BayFunds; The Biltmore
Funds; The Biltmore Municipal Funds; California Municipal
Cash Trust; Cash Trust Series, Inc.; Cash Trust Series II; DG
Investor Series; Edward D. Jones & Co. Daily Passport Cash
Trust; Federated ARMs Fund; Federated Exchange Fund, Ltd.;
Federated GNMA Trust; Federated Government Trust; Federated
Growth Trust; Federated High Yield Trust; Federated Income
Securities Trust; Federated Income Trust; Federated Index
Trust; Federated Institutional Trust; Federated Intermediate
Government Trust; Federated Master Trust; Federated Municipal
Trust; Federated Short-Intermediate Government Trust;
Federated Short-Term U.S. Government Trust; Federated Stock
Trust; Federated Tax-Free Trust; Federated U.S. Government
Bond Fund; First Priority Funds; First Union Funds; Fixed
Income Securities, Inc.; Fortress Adjustable Rate U.S.
Government Fund, Inc.; Fortress Municipal Income Fund, Inc.;
Fortress Utility Fund, Inc.; Fountain Square Funds; Fund for
U.S. Government Securities, Inc.; Government Income
Securities, Inc.; High Yield Cash Trust; Independence One
Mutual Funds; Insight Institutional Series, Inc.; Insurance
Management Series; Intermediate Municipal Trust;
International Series Inc.; Investment Series Funds, Inc.;
Investment Series Trust; Liberty Equity Income Fund, Inc.;
Liberty High Income Bond Fund, Inc.; Liberty Municipal
Securities Fund, Inc.; Liberty U.S. Government Money Market
Trust; Liberty Utility Fund, Inc.; Liquid Cash Trust; Managed
Series Trust; Marshall Funds, Inc.; Money Market Management,
Inc.; The Medalist Funds; Money Market Obligations Trust;
Money Market Trust; The Monitor Funds; Municipal Securities
Income Trust; Newpoint Funds; New York Municipal Cash Trust;
111 Corcoran Funds; Peachtree Funds; The Planters Funds;
RIMCO Monument Funds; The Shawmut Funds; Short-Term Municipal
Trust; SouthTrust Vulcan Funds; Star Funds; The Starburst
Funds; The Starburst Funds II; Stock and Bond Fund, Inc.;
Sunburst Funds; Targeted Duration Trust; Tax-Free Instruments
Trust; Tower Mutual Funds; Trademark Funds; Trust for
Financial Institutions; Trust for Government Cash Reserves;
Trust for Short-Term U.S. Government Securities; Trust for
U.S. Treasury Obligations; Vision Fiduciary Funds, Inc.;
Vision Group of Funds, Inc.; and World Investment Series,
Inc.
Federated Securities Corp. also acts as principal underwriter
for the following closed-end investment company: Liberty
Term Trust, Inc.- 1999.
(b)
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With Registrant
Richard B. Fisher Director, Chairman, Chief --
Federated Investors Tower Executive Officer, Chief
Pittsburgh, PA 15222-3779 Operating Officer, and
Asst. Treasurer, Federated
Securities Corp.
Edward C. Gonzales Director, Executive Vice --
Federated Investors Tower President, and Treasurer,
Pittsburgh, PA 15222-3779 Federated Securities
Corp.
John W. McGonigle Director, Executive Vice
Federated Investors Tower President, and Assistant --
Pittsburgh, PA 15222-3779 Secretary, Federated
Securities Corp.
John B. Fisher President-Institutional Sales, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James F. Getz President-Broker/Dealer, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark R. Gensheimer Executive Vice President of --
Federated Investors Tower Bank/Trust
Pittsburgh, PA 15222-3779 Federated Securities Corp.
Mark W. Bloss Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Theodore Fadool, Jr. Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Bryant R. Fisher Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Christopher T. Fives Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James S. Hamilton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James M. Heaton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
H. Joseph Kennedy Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Keith Nixon Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Solon A. Person, IV Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Timothy C. Pillion Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Thomas E. Territ Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
John B. Bohnet Vice President,
Federated Investors Tower Federated Securities Corp. --
Pittsburgh, PA 15222-3779
Richard W. Boyd Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jane E. Broeren-Lambesis Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mary J. Combs Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
R. Edmond Connell, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Kevin J. Crenny Vice President,
Federated Investors Tower Federated Securities Corp. --
Pittsburgh, PA 15222-3779
Daniel T. Culbertson Vice President,
Federated Investors Tower Federated Securities Corp. --
Pittsburgh, PA 15222-3779
Laura M. Deger Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jill Ehrenfeld Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Joseph L. Epstein Vice President,
Federated Investors Tower Federated Securities Corp. --
Pittsburgh, PA 15222-3779
Mark D. Fisher Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Michael D. Fitzgerald Vice President,
Federated Investors Tower Federated Securities Corp. --
Pittsburgh, PA 15222-3779
Joseph D. Gibbons Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
David C. Glabicki Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Craig S. Gonzales Vice President,
Federated Investors Tower Federated Securities Corp. --
Pittsburgh, PA 15222-3779
Richard C. Gonzales Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Scott A. Hutton Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William J. Kerns Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William E. Kugler Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Dennis M. Laffey Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Stephen A. LaVersa Vice President,
Federated Investors Tower Federated Securities Corp. --
Pittsburgh, PA 15222-3779
Francis J. Matten, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark J. Miehl Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard C. Mihm Vice President,
Federated Investors Tower Federated Securities Corp. --
Pittsburgh, PA 15222-3779
J. Michael Miller Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
R. Jeffrey Niss Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Michael P. O'Brien Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Robert D. Oehlschlager Vice President,
Federated Investors Tower Federated Securities Corp. --
Pittsburgh, PA 15222-3779
Robert F. Phillips Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Eugene B. Reed Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Paul V. Riordan Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Charles A. Robison Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
John C. Shelar, Jr. Vice President,
Federated Investors Tower Federated Securities Corp. --
Pittsburgh, PA 15222-3779
David W. Spears Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jeffrey A. Stewart Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jamie M. Teschner Vice President,
Federated Investors Tower Federated Securities Corp. --
Pittsburgh, PA 15222-3779
William C. Tustin Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Paul A. Uhlman Vice President,
Federated Investors Tower Federated Securities Corp. --
Pittsburgh, PA 15222-3779
Richard B. Watts Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Michael P. Wolff Vice President,
Federated Investors Tower Federated Securities Corp. --
Pittsburgh, PA 15222-3779
Philip C. Hetzel Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Charlene H. Jennings Assistant Vice President,
Federated Investors Tower Federated Securities Corp. --
Pittsburgh, PA 15222-3779
Ernest L. Linane Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
S. Elliott Cohan Secretary, Assistant
Federated Investors Tower Federated Securities Corp. Secretary
Pittsburgh, PA 15222-3779
(c) Not applicable.
Item 30. Location of Accounts and Records:
All accounts and records required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and Rules 31a-1 through 31a-3 promulgated
thereunder are maintained at one of the following locations:
Registrant Federated Investors Tower
Pittsburgh, PA 15222-3779
Fifth Third Bank 38 Fountain Square Plaza
("Transfer Agent and Dividend Cincinnati, Ohio 45263
Disbursing Agent")
Federated Administrative Services Federated Investors Tower
("Administrator") Pittsburgh, PA 15222-3779
Fifth Third Bank 38 Fountain Square Plaza
("Adviser") Cincinnati, Ohio 45263
Morgan Stanley Asset Management 1221 Avenue of the Americas
Inc. New York, NY 10020
("Sub-Adviser to the Fountain
Square International Equity Fund")
Fifth Third Bank 38 Fountain Square Plaza
("Custodian") Cincinnati, Ohio 45263
Item 31. Management Services: Not applicable.
Item 32. Undertakings:
Registrant hereby undertakes to comply with the provisions of
Section 16(c) of the 1940 Act with respect to the removal of
Trustees and the calling of special shareholder meetings by
shareholders.
Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered, a copy of the Registrant's latest annual
report to shareholders, upon request and without charge.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, FOUNTAIN SQUARE
INTERNATIONAL EQUITY FUND (A Portfolio of Fountain Square Funds)
certifies that it meets all of the requirements for effectiveness of
this Amendment to its Registration Statement pursuant to Rule 485(b)
under the Securities Act of 1933 and has duly caused this Amendment to
its Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Pittsburgh and
Commonwealth of Pennsylvania, on the 28th day of February 28, 1995.
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
(A PORTFOLIO OF FOUNTAIN SQUARE FUNDS)
BY: /s/Jay S. Neuman
Jay S. Neuman, Assistant Secretary
Attorney in Fact for J. Christopher Donahue
February 28, 1995
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to its Registration Statement has been signed below by the
following person in the capacity and on the date indicated:
NAME TITLE DATE
By: /s/Jay S. Neuman
Jay S. Neuman Attorney In Fact February 28, 1995
ASSISTANT SECRETARY For the Persons
Listed Below
NAME TITLE
J. Christopher Donahue* President, Treasurer
and Trustee
Edward Burke Carey* Trustee
Lee A. Carter* Trustee
Albert E. Harris* Trustee
Craig P. Churman Vice President and
Assistant Treasurer
* By Power of Attorney
Exhibit 1 under Form N-1A
Exhibit 3(a) under Item 601/Reg. S-K
DECLARATION OF TRUST
FOUNTAIN SQUARE FUNDS
Dated September 15, 1988
DECLARATION OF TRUST made September 15, 1988, by J. Christopher
Donahue, Frank Polefrone and Byron F. Bowman.
WHEREAS, the Trustees desire to establish a trust fund for the
investment and reinvestment of funds contributed thereto;
NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust fund hereunder shall be held and managed under
this Declaration of Trust IN TRUST as herein set forth below.
ARTICLE I
NAMES AND DEFINITIONS
Section 1. Name.
This Trust shall be known as Fountain Square Funds.
Section 2. Definitions.
Wherever used herein, unless otherwise required by the context or
specifically provided:
(a) The terms "Affiliated Person," "Assignment," "Commission,"
"Interested Person," "Majority Shareholder Vote" (the 67% or 50%
requirement of Section 2(a)(42) of the 1940 Act, whichever may be
applicable) and "Principal Underwriter" shall have the meanings
given them in the 1940 Act, as amended from time to time;
(b) The "Trust" refers to Fountain Square Funds;
(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) The "Trustees" refer to the individual Trustees in their
capacity as Trustees hereunder of the Trust and their successor or
successors for the time being in office as such Trustees;
(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; and
(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.
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
(including options) and also in debt instruments, commodities, commodity
contracts and options thereon.
ARTICLE III
BENEFICIAL INTEREST
Section 1. Shares of Beneficial Interest.
The beneficial interest in the Trust shall at all times be divided
into transferable Shares, without par value. Subject to the
provisions of Section 5 of this Article III, each Share shall have
voting rights as provided in Article VIII hereof, and holders of
the Shares of any Series shall be entitled to receive dividends,
when and as declared with respect thereto in the manner provided in
Article X, Section 1 hereof. The Shares of any Series may be
issued in two or more Classes, as the Trustees may authorize
pursuant to Article XII, Section 8 hereof. Unless the Trustees
have authorized the issuance of Shares of a Series in two or more
Classes, each Share of a Series shall represent an equal
proportionate interest in the assets and liabilities of the Series
with each other Share of the same Series, none having priority or
preference over another. If the Trustees have authorized the
issuance of Shares of a Series in two or more Classes, then the
Classes may have such variations as to dividend, redemption, and
voting rights, net asset values, expenses borne by the Classes, and
other matters as the Trustees have authorized provided that each
Share of a Class shall repesent an equal proportionate interest in
the assets and liabilities of the Class with each other Share of
the same Class, none having priority or preference over another.
The number of Shares authorized shall be unlimited. The Trustees
may from time to time divide or combine the Shares of any Series or
Class into a greater or lesser number without thereby changing the
proportionate beneficial interests in the Series or Class.
Section 2. Ownership of Shares.
The ownership of Shares shall be recorded in the books of the Trust
or a transfer agent which books shall be maintained separately for
the Shares of each Series or Class. The Trustees may make such
rules as they consider appropriate for the transfer of Shares and
similar matters. The record books of the Trust or any transfer
agent, as the case may be, shall be conclusive as to who are the
Shareholders of each Series or Class and as to the number of Shares
of each Series or Class held from time to time by each.
ARTICLE III
Section 3. Investment in the Trust.
The Trustees shall accept investments in the Trust from such
persons and on such terms as they may from time to time authorize.
After the date of the initial contribution of capital (which shall
occur prior to the initial public offering of Shares), the number
of Shares to represent the initial contribution shall be considered
as outstanding and the amount received by the Trustees on account
of the contribution shall be treated as an asset of the Trust to be
allocated among any Series or Classes in the manner described in
Section 5(a) of this Article. Subsequent to such initial
contribution of capital, Shares (including Shares which may have
been redeemed or repurchased by the Trust) may be issued or sold at
a price which will net the relevant Series or Class, as the case
may be, before paying any taxes in connection with such issue or
sale, not less than the net asset value (as defined in Article X,
Section 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.
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.
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, Fountain Square U.S. Treasury
Obligations 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, including, without limitation, Article X, no
dividend or distribution (including, without limitation, any
distribution paid upon termination of the Trust or of any
Series or Class) with respect to, nor any redemption or
repurchase of the Shares of any Series or Class shall be
effected by the Trust other than from the assets belonging to
such Series or Class, nor except as specifically provided in
Section 1 of Article XI hereof, shall any Shareholder of any
particular Series or Class otherwise have any right or claim
against the assets belonging to any other Series or Class
except to the extent that such Shareholder has such a right or
claim hereunder as a Shareholder of such other Series or Class.
(d) Voting. Notwithstanding any of the other provisions of
this Declaration, including, without limitation, Section 1 of
Article VIII, only Shareholders of a particular Series or Class
shall be entitled to vote on any matters affecting such Series
or Class. Except with respect to matters as to which any
particular Series or Class is affected, all of the Shares of
each Series or Class shall, on matters as to which such Series
or Class is entitled to vote, vote with other Series or Classes
so entitled as a single class. Notwithstanding the foregoing,
with respect to matters which would otherwise be voted on by
two or more Series or Classes as a single class, the Trustees
may, in their sole discretion, submit such matters to the
Shareholders of any or all such Series or Classes, separately.
(e) Fraction. Any fractional Share of a Series or Class shall
carry proportionately all the rights and obligations of a whole
Share of that Series or Class, including rights with respect to
voting, receipt of dividends and distributions, redemption of
Shares and termination of the Trust or of any Series or Class.
(f) Exchange Privilege. The Trustees shall have the authority
to provide that the holders of Shares of any Series or Class
shall have the right to exchange said Shares for Shares of one
or more other Series or Classes in accordance with such
requirements and procedures as may be established by the
Trustees.
(g) Combination of Series or Classes. The Trustees shall have
the authority, without the approval of the Shareholders of any
Series or Class, unless otherwise required by applicable law,
to combine the assets and liabilities belonging to a single
Series or Class with the assets and liabilities of one or more
other Series or Classes.
(h) Elimination of Series or Classes. At any time that there
are no Shares outstanding of any particular Series or Class
previously established and designated, the Trustees may amend
this Declaration of Trust to abolish that Series or Class and
to rescind the establishment and designation thereof.
ARTICLE IV
THE TRUSTEES
Section 1. Management of the Trust.
The business and affairs of the Trust shall be managed by the
Trustees, and they shall have all powers necessary and desirable to
carry out that responsibility. The Trustees who shall serve until
the election of Trustees at the Meeting of Shareholders subsequent
to the initial public offering of Shares shall be J. Christopher
Donahue, Frank Polefrone, and Byron F. Bowman.
Section 2. Election of Trustees at Meeting of Shareholders.
On a date fixed by the Trustees, which shall be subsequent to the
initial public offering of Shares, the Shareholders shall elect
Trustees. The number of Trustees shall be determined by the
Trustees pursuant to Article IV, Section 5.
Section 3. Term of Office of Trustees.
The Trustees shall hold office during the lifetime of this Trust,
and until its termination as hereinafter provided; except (a) that
any Trustee may resign his office at any time by written instrument
signed by him and delivered to the other Trustees, which shall take
effect upon such delivery or upon such later date as is specified
therein; (b) that any Trustee may be removed at any time by written
instrument signed by at least two-thirds of the number of Trustees
prior to such removal, specifying the date when such removal shall
become effective; (c) that any Trustee who requests in writing to
be retired or who has become mentally or physically incapacitated
may be retired by written instrument signed by a majority of the
other Trustees, specifying the date of his retirement; and (d) a
Trustee may be removed at any special meeting of Shareholders of
the Trust by a vote of two-thirds of the outstanding Shares.
Section 4. Termination of Service and Appointment of Trustees.
In case of the death, resignation, retirement, removal or mental or
physical incapacity of any of the Trustees, or in case a vacancy
shall, by reason of an increase in number, or for any other reason,
exist, the remaining Trustees shall fill such vacancy by appointing
such other person as they in their discretion shall see fit. Such
appointment shall be effected by the signing of a written
instrument by a majority of the Trustees in office. An appointment
of a Trustee may be made by the Trustees then in office 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. Number of Trustees.
The number of Trustees, not less than three (3) nor more than
twenty (20) serving hereunder at any time, shall be determined by
the Trustees themselves.
Whenever a vacancy in the Board of Trustees shall occur, until such
vacancy is filled or while any Trustee is physically or mentally
incapacitated, the other Trustees shall have all the powers
hereunder and the certificate signed by a majority of the other
Trustees of such vacancy, absence or incapacity, shall be
conclusive, provided, however, that no vacancy which reduces the
number of Trustees below three (3) shall remain unfilled for a
period longer than six calendar months.
Section 6. Effect of Death, Resignation, etc. of a Trustee.
The death, resignation, retirement, removal, or mental or physical
incapacity of the Trustees, or any one of them, shall not operate
to annul the Trust or to revoke any existing agency created
pursuant to the terms of this Declaration of Trust.
Section 7. Ownership of Assets.
The assets belonging to each Series or Class shall be held separate
and apart from any assets now or hereafter held in any capacity
other than as Trustee hereunder by the Trustees or any successor
Trustee. All of the assets belonging to each Series or Class or
owned by the Trust shall at all times be considered as vested in
the Trustees. No Shareholder shall be deemed to have a severable
ownership interest in any individual asset belonging to any Series
or Class or owned by the Trust or any right of partition or
possession thereof, but each Shareholder shall have a proportionate
undivided beneficial interest in a Series or Class.
ARTICLE V
POWERS OF THE TRUSTEES
Section 1. Powers.
The Trustees in all instances shall act as principals, and are
and shall be free from the control of the Shareholders. The
Trustees shall have full power and authority to do any and all
acts and to make and execute any and all contracts and
instruments that they may consider necessary or appropriate in
connection with the management of the Trust or a Series or
Class. The Trustees shall not be bound or limited by present
or future laws or customs in regard to trust investments, but
shall have full authority and power to make any and all
investments which they, in their uncontrolled discretion, shall
deem proper to accomplish the purpose of this Trust. Without
limiting the foregoing, the Trustees shall have the following
specific powers and authority, subject to any applicable
limitation in this Declaration of Trust or in the By-Laws of
the Trust: (a) To buy, and invest funds in their hands in
securities including, but not limited to, common stocks,
preferred stocks, bonds, debentures, warrants and rights to
purchase securities, options, 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 or reverse
repurchase agreement, or in debt instruments, commodities,
commodity contracts and options thereon, 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;
(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.
(s) To sell, exchange, lend, pledge, mortgage, hypothecate,
lease, or write options with respect to or otherwise deal in
any property rights relating to any or all of the assets
belonging to any Series or Class.
The Trustees shall have all of the powers set forth in this
Section 1 with respect to all assets and liabilities of each Series
and Class.
Section 2. Principal Transactions.
The Trustees shall not cause the Trust on behalf of any Series or
Class to buy any securities (other than Shares) from or sell any
securities (other than Shares) to, or lend any assets belonging to
any Series or Class to any Trustee or officer or employee of the
Trust or any firm of which any such Trustee or officer is a member
acting as principal unless permitted by the 1940 Act, but the Trust
may employ any such other party or any such person or firm or
company in which any such person is an interested person in any
capacity not prohibited by the 1940 Act.
Section 3. Trustees and Officers as Shareholders.
Any Trustee, officer or other agent of the Trust or any Series or
Class may acquire, own and dispose of Shares of any Series or Class
to the same extent as if he were not a Trustee, officer or agent;
and the Trustees may issue and sell or cause to be issued or sold
Shares of any Series or Class to and buy such Shares from any such
person or any firm or company in which he is an interested person
subject only to the general limitations herein contained as to the
sale and purchase of such Shares; and all subject to any
restrictions which may be contained in the By-Laws.
Section 4. Parties to Contract.
The Trustees may enter into any contract of the character described
in Article VII or in Article IX hereof or any other capacity not
prohibited by the 1940 Act with any corporation, firm, trust or
association, although one or more of the shareholders, Trustees,
officers, employees or agents of the Trust or any Series or Class
or their affiliates may be an officer, director, trustee,
shareholder or interested person of such other party to the
contract, and no such contract shall be invalidated or rendered
voidable by reason of the existence of any such relationship, nor
shall any person holding such relationship be liable merely by
reason of such relationship for any loss or expense to the Trust or
any Series or Class under or by reason of said contract or
accountable for any profit realized directly or indirectly
therefrom, in the absence of actual fraud. The same person
(including a firm, corporation, trust or association) may be the
other party to contracts entered into pursuant to Article VII or
Article IX or any other capacity 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.
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 the By-Laws to indemnify its Trustees,
Officers, employees, shareholders and agents, and any contract
obligation to indemnify principal underwriters under Section 3 of
Article VII; and for the payment of such expenses, disbursements,
losses and liabilities, the Trustees shall have a lien on the
assets belonging to each Series or Class prior to any rights or
interests of the Shareholders of any Series or Class. This section
shall not preclude the Trust from directly paying any of the
aforementioned fees and expenses.
Section 2. Trustee Compensation.
The Trustees shall be entitled to compensation from the Trust from
the assets belonging to any Series or Class for their respective
services as Trustees, to be determined from time to time by vote of
the Trustees, and the Trustees shall also determine the
compensation of all Officers, consultants and agents whom they may
elect or appoint. The Trust may pay out of the assets belonging to
any Series or Class any Trustee or any corporation, firm, trust or
other entity of which a Trustee is an interested person for
services rendered in any capacity not prohibited by the 1940 Act,
and such payments shall not be deemed compensation for services as
a Trustee under the first sentence of this Section 2 of Article VI.
ARTICLE VII
INVESTMENT ADVISER, ADMINISTRATIVE SERVICES,
PRINCIPAL UNDERWRITER AND TRANSFER_AGENT
Section 1. Investment Adviser.
Subject to a Majority Shareholder Vote by the relevant Series or
Class, the Trustees may in their discretion from time to time enter
into an investment advisory contract whereby the other party to
such contract shall undertake to furnish the Trustees investment
advisory services for such Series or Class upon such terms and
conditions and for such compensation as the Trustees may in their
discretion determine. Subject to a Majority Shareholder Vote by
the relevant Series or Class, the investment adviser may enter into
a sub-investment advisory contract to receive investment advice
and/or statistical and factual information from the sub-investment
adviser for such Series or Class upon such terms and conditions and
for such compensation as the Trustees, 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.
The Trustees may in their discretion from time to time contract for
administrative personnel and services whereby the other party shall
agree to provide the Trustees administrative personnel and services
to operate the Trust or a Series or Class on a daily basis, on such
terms and conditions as the Trustees may in their discretion
determine. Such services may be provided by one or more entities.
Section 3. Principal Underwriter.
The Trustees may in their discretion from time to time enter into
an exclusive or nonexclusive contract or contracts providing for
the sale of the Shares of a Series or Class to net such Series or
Class not less than the amount provided in Article III, Section 3
hereof, whereby a Series or Class may either agree to sell the
Shares to the other party to the contract or appoint such other
party its sales agent for such shares. In either case, the
contract shall be on such terms and conditions (including
indemnification of principal underwriters allowable under
applicable law and regulation) as the Trustees may in their
discretion determine not inconsistent with the provisions of this
Article VII; and such contract may also provide for the repurchase
or sale of Shares of a Series or Class by such other party as
principal or as agent of the Trust and may provide that the other
party may maintain a market for shares of a Series or Class.
Section 4. Transfer Agent.
The Trustees may in their discretion from time to time enter into
transfer agency and shareholder services contracts whereby the
other party shall undertake to furnish 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.
ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section 1. Voting Powers.
Subject to the provisions set forth in Article III, Section 5(d),
the shareholders shall have power to vote, (i) for the election of
Trustees as provided in Article IV, Section 2; (ii) for the removal
of Trustees as provided in Article IV, Section 3(d); (iii) with
respect to any investment adviser or sub-investment adviser as
provided in Article VII, Section 1; (iv) with respect to the
amendment of this Declaration of Trust as provided in Article XII,
Section 7; (v) to the same extent as the shareholders of a
Massachusetts business corporation as to whether or not a court
action, proceeding or claim should be brought or maintained
derivatively or as a class action on behalf of the Trust or the
Shareholders; and (vi) with respect to such additional matters
relating to the Trust as may be required by law, by this
Declaration of Trust, or the By-Laws of the Trust or any regulation
of the Trust or the Commission or any State, or as the Trustees may
consider desirable. Each whole Share shall be entitled to one vote
as to any matter on which it is entitled to vote, and each
fractional Share shall be entitled to a proportionate fractional
vote. There shall be no cumulative voting in the election of
Trustees. Shares may be voted in person or by proxy. Until Shares
of a Series or Class are issued, the Trustees may exercise all
rights of Shareholders of such Series or Class with respect to
matters affecting such Series or Class, and may take any action
with respect to the Trust or such Series or Class required or
permitted by law, this Declaration of Trust or any By-Laws of the
Trust to be taken by Shareholders.
Section 2. Meetings.
A Shareholders meeting shall be held as specified in Section 2 of
Article IV at the principal office of the Trust or such other place
as the Trustees may designate. Special meetings of the
Shareholders may be called by the Trustees or the Chief Executive
Officer of the Trust and shall be called by the Trustees upon the
written request of Shareholders owning at least one-tenth of the
outstanding Shares of all Series and Classes entitled to vote.
Shareholders shall be entitled to at least fifteen days' notice of
any meeting.
Section 3. Quorum and Required Vote.
Except as otherwise provided by law, to constitute a quorum for the
transaction of any business at any meeting of Shareholders there
must be present, in person or by proxy, holders of more than fifty
percent of the total number of outstanding Shares of all Series and
Classes entitled to vote at such meeting. When any one or more
Series or Classes is entitled to vote as a single Series or Class,
more than fifty percent of the shares of each such Series or Class
entitled to vote shall constitute a quorum at a Shareholder's
meeting of that Series or Class. If a quorum shall not be present
for the purpose of any vote that may properly come before the
meeting, the Shares present in person or by proxy and entitled to
vote at such meeting on such matter may, by plurality vote, adjourn
the meeting from time to time to such place and time without
further notice than by announcement to be given at the meeting
until a quorum entitled to vote on such matter shall be present,
whereupon any such matter may be voted upon at the meeting as
though held when originally convened. Subject to any applicable
requirement of law or of this Declaration of Trust or the By-Laws,
a plurality of the votes cast shall elect a Trustee, and all other
matters shall be decided by a majority of the votes cast and
entitled to vote thereon.
Section 4. Additional Provisions.
The By-Laws may include further provisions for Shareholders' votes
and meetings and related matters.
ARTICLE IX
CUSTODIAN
The Trustees may, in their discretion, from time to time enter
into contracts providing for custodial and accounting services to the
Trust or any Series or Class. The contracts shall be on the 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,
including one or more sub-custodians.
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 paid in cash or additional Shares of such Series or Class,
all upon such terms and conditions as the Trustees may
prescribe.
(b) The Trustees may distribute in respect of any fiscal year
as dividends and as capital gains distributions, respectively,
amounts sufficient to enable any Series or Class to qualify as
a regulated investment company to avoid any liability for
federal income taxes in respect of that year.
(c) The decision of the Trustees as to what constitutes income
and what constitutes principal shall be final, and except as
specifically provided herein the decision of the Trustees as to
what expenses and charges of any Series or Class shall be
charged against principal and what against the income shall be
final. Any income not distributed in any year may be permitted
to accumulate and as long as not distributed may be invested
from time to time in the same manner as the principal funds of
any Series or Class.
(d) All dividends and distributions on Shares of a particular
Series or Class shall be distributed pro rata to the holders of
that Series or Class in proportion to the number of Shares of
that Series or Class held by such holders and recorded on the
books of the Trust or its transfer agent at the date and time
of record established for that payment.
Section 2. Redemptions and Repurchases.
(a) In case any Shareholder of record of any Series or Class
at any time desires to dispose of Shares of such Series or
Class recorded in his name, he may deposit a written request
(or such other form of request as the Trustees may from time to
time authorize) requesting that the Trust purchase his Shares,
together with such other instruments or authorizations to
effect the transfer as the Trustees may from time to time
require, at the office of the Transfer Agent, and the Trust
shall purchase his Shares out of assets belonging to such
Series or Class. The purchase price shall be the net asset
value of his shares reduced by any redemption charge as the
Trustees from time to time may determine.
Payment for such Shares shall be made by the Trust to the
Shareholder of record within that time period required under
the 1940 Act after the request (and, if required, such other
instruments or authorizations of transfer) is deposited,
subject to the right of the Trustees to postpone the date of
payment pursuant to Section 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 (reduced by any redemption charge), and payment
therefor shall be made within the time period required under
the 1940 Act.
(b) The Trust may purchase Shares of a Series or Class by
agreement with the owner thereof at a purchase price not
exceeding the net asset value per Share (reduced by any
redemption charge) determined (1) next after the purchase or
contract of purchase is made or (2) at some later time.
(c) The Trust may pay the purchase price (reduced by any
redemption charge) in whole or in part by a distribution in
kind of securities from the portfolio of the relevant Series or
Class, taking such securities at the same value employed in
determining net asset value, and selecting the securities in
such manner as the Trustees may deem fair and equitable.
Section 3. Net Asset Value of Shares.
The net asset value of each Share of a Series or Class outstanding
shall be determined at such time or times as may be determined by
or on behalf of the Trustees. The power and duty to determine net
asset value may be delegated by the Trustees from time to time to
one or more of the Trustees or Officers of the Trust, to the other
party to any contract entered into pursuant to Section 1 or 2 of
Article VII or to the custodian or to a transfer agent or other
person designated by the Trustees.
The net asset value of each Share of a Series or Class as of any
particular time shall be the quotient (adjusted to the nearer cent)
obtained by dividing the value, as of such time, of the net assets
belonging to such Series or Class (i.e., the value of the assets
belonging to such Series or Class less the liabilities belonging to
such Series or Class exclusive of capital and surplus) by the total
number of Shares outstanding of the Series or Class at such time in
accordance with the requirements of the 1940 Act and applicable
provisions of the By-Laws of the Trust in conformity with generally
accepted accounting practices and principles.
The Trustees may declare a suspension of the determination of net
asset value for the whole or any part of any period in accordance
with the 1940 Act.
Section 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 payment may be reduced by any applicable
redemption charge), if at any time the total investment in the
account does not have a minimum dollar value determined from time
to time by the Trustees in their sole discretion.
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 liabile. Such
indemnification and reimbursement shall come exclusively from the
assets of the relevant Series or Class.
The Trust shall, upon request by a Shareholder or former
Shareholder, assume the defense of any claim made against any
Shareholder for any act or obligation of the Trust or any Series or
Class and satisfy any judgment thereon.
Section 2. Limitation of Personal Liability of Trustees,
Officers, Employees or Agents of the
Trust.
No Trustee, officer, employee or agent of the Trust shall have the
power to bind any other Trustee, officer, employee or agent of the
Trust personally. The Trustees, officers, employees or agents of
the Trust incurring any debts, liabilities or obligations, or in
taking or omitting any other actions for or in connection with the
Trust are, and each shall be deemed to be, acting as Trustee,
officer, employee or agent of the Trust and not in his own
individual capacity.
Trustees and officers of the Trust shall be liable for their
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of the office of
Trustee or officer, as the case may be, and for nothing else.
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, 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 indemnified and reimbursed by the Trust.
ARTICLE XII
MISCELLANEOUS
Section 1. Trust is not a Partnership.
It is hereby expressly declared that a trust and not a partnership
is created hereby.
Section 2. Trustee Action Binding, Expert Advice, No Bond or
Surety.
The exercise by the Trustees of their powers and discretions
hereunder shall be binding upon everyone interested. Subject to
the provisions of Article XI, the Trustees shall not be liable for
errors of judgment or mistakes of fact or law. The Trustees may
take advice of counsel or other experts with respect to the meaning
and operation of this Declaration of Trust, and subject to the
provisions of Article XI, shall be under no liability for any act
or omission in accordance with such advice or for failing to follow
such advice. The Trustees shall not be required to give any bond
as such, nor any surety if a bond is required.
Section 3. Establishment of Record Dates.
The Trustees may close the Share transfer books of the Trust
maintained with respect to any Series or Class for a period not
exceeding sixty (60) days preceding the date of any meeting of
Shareholders of the Trust or any Series or Class, or the date for
the payment of any dividend or the making of any distribution to
Shareholders, or the date for the allotment of rights, or the date
when any change or conversion or exchange of Shares of any Series
or Class shall go into effect; or in lieu of closing the Share
transfer books as aforesaid, the Trustees may fix in advance a
date, not exceeding sixty (60) days preceding the date of any
meeting of Shareholders of the Trust or any Series or Class, or the
date for the payment of any dividend or the making of any
distribution to Shareholders of any Series or Class, or the date
for the allotment of rights, or the date when any change or
conversion or exchange of Shares of any Series or Class shall go
into effect, or the last day on which the consent or dissent of
Shareholders of any Series or Class may be effectively expressed
for any purpose, as a record date for the determination of the
Shareholders entitled to notice of, and, to vote at, any such
meeting and any adjournment thereof, or entitled to receive payment
of any such dividend or distribution, or to any such allotment of
rights, or to exercise the rights in respect of any such change,
conversion or exchange of shares, or to exercise the right to give
such consent or dissent, and in such case such Shareholders and
only such Shareholders as shall be Shareholders of record on the
date so fixed shall be entitled to such notice of, and to vote at,
such meeting, or to receive payment of such dividend or
distribution, or to receive such allotment or rights, or to
exercise such rights, as the case may be, notwithstanding, after
such date fixed aforesaid, any transfer of any Shares on the books
of the Trust maintained with respect to any Series or Class.
Nothing in the foregoing sentence shall be construed as precluding
the Trustees from setting different record dates for different
Series or Classes.
Section 4. Termination of Trust.
(a) This Trust shall continue without limitation of time but
subject to the provisions of paragraphs (b), (c) and (d) of
this Section 4.
(b) The Trustees may, by majority action, with the approval of
the holders of more than fifty percent of the outstanding
Shares of each Series or Class entitled to vote and voting
separately by Series or Class, sell and convey the assets of
the Trust or any Series or Class to another trust or
corporation. Upon making provision for the payment of all
liabilities, by 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 then outstanding.
(c) Subject to a Majority Shareholder Vote by such Series or
Class, the Trustees may at any time sell and convert into money
all the assets of the Trust or any Series or Class. Upon
making provision for the payment of all outstanding
obligations, taxes and other liabilities, accrued or
contingent, belonging to each Series or Class, the Trustees
shall distribute the remaining assets belonging to each Series
or Class ratably among the holders of the outstanding Shares of
that Series or Class.
(d) Upon completion of the distribution of the remaining
proceeds of the remaining assets as provided in paragraphs (b)
and (c), the Trust or the applicable Series or Class shall
terminate and the Trustees shall be discharged of any and all
further liabilities and duties hereunder or with respect
thereto and the right, title and interest of all parties shall
be canceled and discharged.
Section 5. Offices of the Trust, Filing of Copies,
Headings, Counterparts.
The Trust shall maintain a usual place of business in
Massachusetts, which, initially, shall be 2 Oliver Street, c/o CT
Corporate Systems, Boston, Massachusetts, and shall continue to
maintain an office at such address unless changed by the Trustees
to another location in Massachusetts. The Trust may maintain other
offices as the Trustees may from time to time determine. The
original or a copy of this instrument and of each declaration of
trust supplemental hereto shall be kept at the office of the Trust
where it may be inspected by any Shareholder. A copy of this
instrument and of each supplemental declaration of trust shall be
filed by the Trustees with the Massachusetts Secretary of State and
the Boston City Clerk, as well as any other governmental office
where such filing may from time to time be required. 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 the holders of a majority of
the Shares of all Series and classes then outstanding and entitled
to vote thereon (except that any amendments or supplements changing
the name of the Trust or pursuant to Section 8 hereunder may be
made without shareholder approval), or by any larger vote which may
be required by applicable law or this Declaration of Trust in any
particular case, which amendment or supplement thereafter shall
form a part hereof. Any such amendment or supplement (which may be
in the form of a complete restatement) may be evidenced by either
(i) a supplemental Declaration of Trust signed by at least a
majority of the Trustees then in office or (ii) by a certificate of
the President and Secretary of the Trust setting forth such
amendment or supplement and certifying that such amendment or
supplement has been duly authorized by the Trustees, and if
required, by the shareholders. Copies of the supplemental
Declaration of Trust or the certificate of the President and
Secretary, as the case may be, shall be filed as specified in
Section 5 of this Article XII.
Section 8. Amendments -- Series.
The establishment and designation of any series or class of
Shares in addition to those established and designated in
Section 5 of Article III hereof shall be effective upon the
execution by a majority of the then Trustees of an amendment to
this Declaration of Trust, taking the form of a complete
restatement or otherwise, setting forth such establishment and
designation and the relative rights and preferences of any such
Series or Class, or as otherwise provided in such instrument.
Without limiting the generality of the foregoing, the
Declaration of the Trust may be amended to:
(a) create one or more Series or Classes of Shares (in
addition to any Series or Classes already existing or
otherwise) with such rights and preferences and such
eligibility requirements for investment therein as the Trustees
shall determine and reclassify any or all outstanding Shares as
Shares of particular Series or Classes in accordance with such
eligibility requirements;
(b) combine two or more Series or Classes of Shares into a
single Series or Class on such terms and conditions as the
Trustees shall determine;
(c) change or eliminate any eligibility requirements for
investment in Shares of any Series or Class, including without
limitation the power to provide for the issue of Shares of any
Series or Class in connection with any merger or consolidation
of the Trust with another trust or company or any acquisition
by the Trust of part or all of the assets of another trust or
company;
(d) change the designation of any Series or Class of Shares;
(e) change the method of allocating dividends among the
various Series and Classes of Shares;
(f) allocate any specific assets or liabilities of the Trust
or any specific items of income or expense of the Trust to one
or more Series and Classes of Shares;
(g) specifically allocate assets to any or all Series or
Classes of Shares or create one or more additional Series or
Classes of Shares which are preferred over all other Series or
Classes of Shares in respect of assets specifically allocated
thereto or any dividends paid by the Trust with respect to any
net income, however determined, earned from the investment and
reinvestment of any assets so allocated or otherwise and
provide for any special voting or other rights with respect to
such Series or Classes.
Section 9. Use of Name.
The Trust acknowledges that The Fifth Third Bank has reserved the
right to grant the non-exclusive use of the name "Fountain Square"
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 "Fountain
Square".
IN WITNESS WHEREOF, the undersigned have executed this instrument
the day and year first above written.
/s/ J. Christopher Donahue /s/ Frank Polefrone
J. Christopher Donahue Frank Polefrone
/s/ Byron F. Bowman
Byron F. Bowman
COMMONWEALTH OF PENNSYLVANIA )
: ss:
COUNTY OF ALLEGHENY )
I hereby certify that on September 15, 1988, before me, the
subscriber, a Notary Public of the Commonwealth of Pennsylvania, in for
the County of Allegheny, personally appeared J. Christopher Donahue,
Frank Polefrone, and Byron F. Bowman, who acknowledged the foregoing
Declaration of Trust to be their act.
Witness my hand and notarial seal the day and year above written.
/s/ Linda L. Banas
Notary Public
FOUNTAIN SQUARE FUNDS
Amendment No. 1
to
DECLARATION OF TRUST
Dated September 16, 1988
THIS Declaration of Trust is amended as follows:
A. Strike Section 5 of Article III from the Declaration of
Trust and substitute in its place the following:
"Section 5. Establishment and Designation of Series or Class.
Without limiting the authority of the Trustees set forth in
Article XII, Section 8, inter alia, to establish and designate any
additional Series or Class or to modify the rights and preferences
of any existing Series or Class, the initial series shall be, and
is established and designated as Fountain Square U.S. Treasury
Obligations Fund."
B. Strike Section 1 of Article IV from the Declaration of Trust
and substitute in its place the following:
"Section 1. Management of the Trust. The business and affairs of
the Trust shall be managed by the Trustees, and they shall have
all powers necessary and desirable to carry out that
responsibility. The Trustees who shall serve until the election
of Trustees at the Meeting of Shareholders subsequent to the
initial public offering of Shares shall be Lee A. Carter, Edward
Burke Carey, J. Christopher Donahue, and Albert E. Harris."
The undersigned secretary of Fountain Square Funds hereby
certifies that the above stated amendment is a true and correct
Amendment to the Declaration of Trust, as adopted by the sole
shareholder of the Trust on November 25, 1988.
WITNESS the due execution hereof this 25th day of November, 1988.
/s/Byron F. Bowman
Byron F. Bowman, Secretary
FOUNTAIN SQUARE FUNDS
Amendment No. 2
to
DECLARATION OF TRUST
Dated September 16, 1988
THIS Declaration of Trust is amended as follows:
A. Strike Section 5 of Article III from the Declaration of
Trust and substitute in its place the following:
"Section 5. Establishment and Designation of Series or Class.
Without limiting the authority of the Trustees set forth in
Article XII, Section 8, inter alia, to establish and designate any
additional Series or Class or to modify the rights and preferences
of any existing Series or Class, the series have been established
and designated: Fountain Square U.S. Treasury Obligations Fund
and Fountain Square Commercial Paper Fund."
The undersigned Secretary of Fountain Square Funds hereby
certifies that the above stated amendment is a true and correct
Amendment to the Declaration of Trust, as adopted by the sole
shareholder of the Trust as of 16th day of May, 1989.
WITNESS the due execution hereof this 16th day of May, 1989.
/s/Byron F. Bowman
Byron F. Bowman, Secretary
FOUNTAIN SQUARE FUNDS
Amendment No. 3
to
DECLARATION OF TRUST
Dated September 16, 1988
THIS Declaration of Trust is amended as follows:
A. Strike Section 5 of Article III from the Declaration of
Trust and substitute in its place the following:
"Section 5. Establishment and Designation of Series or Class.
Without limiting the authority of the Trustees set forth in
Article XII, Section 8, inter alia, to establish and designate any
additional Series or Class or to modify the rights and preferences
of any existing Series or Class, the Series and Classes of the
Trust shall be , and hereby are, established and designated as:
Fountain Square U.S. Treasury Obligations Fund; Fountain Square
Commercial Paper Fund Trust Shares, Fountain Square Commercial
Paper Fund Investment Shares; and Fountain Square Government Cash
Reserves Fund Trust Shares, Fountain Square Government Cash
Reserves Fund Investment Shares."
The undersigned Secretary of Fountain Square Funds hereby
certifies that the above stated amendment is a true and correct
Amendment to the Declaration of Trust, as adopted by the sole
shareholder of the Trust as of 12th day of March, 1991.
WITNESS the due execution hereof this 13th day of March, 1991.
/s/Jay S. Neuman
Jay S. Neuman, Assistant Secretary
FOUNTAIN SQUARE FUNDS
Amendment No. 4
to
DECLARATION OF TRUST
dated September 16, 1988
THIS Declaration of Trust is amended as follows:
A. Strike Section 5 of Article III from the Declaration of Trust
and substitute in its place the following:
"Section 5. Establishment and Designation of Series or Class.
Without limiting the authority of the Trustees set forth in
Article XII, Section 8, inter alia, to establish and designate
any additional Series or Class, or to modify the rights and
preferences of any existing Series or Class, the Series and
Classes of the Trust shall be, and hereby are, established and
designated as: Fountain Square U.S. Treasury Obligations Fund;
Fountain Square Commercial Paper Fund Trust Shares, Fountain
Square Commercial Paper Fund Investment Shares; Fountain Square
Government Cash Reserves Fund Trust Shares, Fountain Square
Government Cash Reserves Fund Investment Shares; and Fountain
Square Ohio Tax-Free Money Market Fund Trust Shares, Fountain
Square Ohio Tax-Free Money Market Fund Investment Shares."
The undersigned Assistant Secretary of Fountain Square Funds hereby
certifies that the above stated amendment is a true and correct
Amendment to the Declaration of Trust, as adopted by the Trustees of the
Trust at a meeting of the Board on the 7th day of June, 1991.
WITNESS the due execution hereof this 10th day of June, 1991.
/s/ Jay S. Neuman
Jay S. Neuman, Assistant Secretary
FOUNTAIN SQUARE FUNDS
Amendment No. 5
to
DECLARATION OF TRUST
dated September 16, 1988
THIS Declaration of Trust is amended as follows:
A. Strike Section 5 of Article III from the Declaration of Trust
and substitute in its place the following:
"Section 5. Establishment and
Designation of Series or Class. Without limiting the authority
of the Trustees set forth in Article XII, Section 8, inter alia,
to establish and designate any additional Series or Class, or to
modify the rights and preferences of any existing Series or
Class, the Series and Classes of the Trust shall be, and hereby
are, established and designated as: Fountain Square U.S.
Treasury Obligations Fund; Fountain Square Commercial Paper Fund
Trust Shares, Fountain Square Commercial Paper Fund Investment
Shares; Fountain Square Government Cash Reserves Fund Trust
Shares, Fountain Square Government Cash Reserves Fund Investment
Shares; Fountain Square Balanced Fund, Fountain Square Mid-Cap
Fund, Fountain Square U.S. Government Securities Fund, Fountain
Square Quality Bond Fund, and Fountain Square Quality Growth
Fund."
The undersigned Secretary of Fountain Square Funds hereby
certifies that the above-stated amendment is a true and correct
Amendment to the Declaration of Trust, as adopted by the Board of
Trustees on June 5, 1992.
WITNESS the due execution hereof this 5th day of June, 1992.
/s/ Jay S. Neuman
Jay S. Neuman, Secretary
FOUNTAIN SQUARE FUNDS
Amendment No. 6
to
DECLARATION OF TRUST
dated September 16, 1988
THIS Declaration of Trust is amended as follows:
A. Strike Section 5 of Article III from the Declaration of Trust
and substitute in its place the following:
"Section 5. Establishment and Designation of Series
or Class. Without limiting the authority of the Trustees set forth in
Article XII, Section 8, inter alia, to establish and designate any
additional Series or Class, or to modify the rights and preferences of
any existing Series or Class, the Series and Classes of the Trust shall
be, and hereby are, established and designated as:
Fountain Square U.S. Treasury Obligations Fund;
Fountain Square Commercial Paper Fund Trust Shares;
Fountain Square Commercial Paper Fund Investment Shares;
Fountain Square Government Cash Reserves Fund Trust
Shares;
Fountain Square Government Cash Reserves Fund Investment
Shares;
Fountain Square Balanced Fund;
Fountain Square Mid-Cap Fund;
Fountain Square U.S. Government Securities Fund;
Fountain Square Quality Bond Fund;
Fountain Square Quality Growth Fund; and
Fountain Square Ohio Tax Free Bond Fund."
The undersigned Assistant Secretary of Fountain Square Funds
hereby certifies that the above-stated amendment is a true and correct
Amendment to the Declaration of Trust, as adopted by the Board of
Trustees on March 5, 1993.
WITNESS the due execution hereof this 5th day of March 1993.
/s/ James E. Banks, Jr.
James E. Banks, Jr.
Assistant Secretary
FOUNTAIN SQUARE FUNDS
Amendment No. 7
DECLARATION OF TRUST
dated September 15, 1988
This Declaration of Trust is amended as follows:
Strike Section 5 of Article III from the Declaration of Trust and
substitute in its place the following:
"Section 5. Establishment and Designation
of Series or Class. Without limiting the authority
of the Trustees set forth in Article XII, Section
8, inter alia, to establish and designate any
additional Series or Class, or to modify the rights
and preferences of any existing Series or Class,
the Series and Classes of the Trust shall be, and
hereby are, established and designated as:
Fountain Square Balanced Fund;
Fountain Square Commercial Paper Fund
Investment Shares;
Trust Shares;
Fountain Square Government Cash Reserves Fund
Investment Shares;
Trust Shares;
Fountain Square International Equity Fund;
Fountain Square Mid Cap Fund;
Fountain Square Ohio Tax Free Bond Fund;
Fountain Square Quality Bond Fund;
Fountain Square Quality Growth Fund;
Fountain Square U.S. Government Securities Fund;
and
Fountain Square U.S. Treasury Obligations 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, including, without limitation,
Article X, no dividend or distribution
(including, without limitation, any
distribution paid upon termination of the
Trust or of any Series or Class) with respect
to, nor any redemption or repurchase of the
Shares of any Series or Class shall be
effected by the Trust other than from the
assets belonging to such Series or Class, nor
except as specifically provided in Section 1
of Article XI hereof, shall any Shareholder
of any particular Series or Class otherwise
have any right or claim against the assets
belonging to any other Series or Class except
to the extent that such Shareholder has such
a right or claim hereunder as a Shareholder
of such other Series or Class.
(d) Voting. Notwithstanding any of the other
provisions of this Declaration, including,
without limitation, Section 1 of
Article VIII, only Shareholders of a
particular Series or Class shall be entitled
to vote on any matters affecting such Series
or Class. Except with respect to matters as
to which any particular Series or Class is
affected, all of the Shares or each Series or
Class shall, on matters as to which such
Series or Class is entitled to vote, vote
with other Series or Classes so entitled as a
single class. Notwithstanding the foregoing,
with respect to matters which would otherwise
be voted on by two or more Series or Classes
as a single class, the Trustees may, in their
sole discretion, submit such matters to the
shareholders of any or all such Series or
Classes, separately.
(e) Fraction. Any fractional Share of a Series
or Class shall carry proportionately all the
rights and obligations of a whole Share of
that Series or Class, including rights with
respect to voting, receipt of dividends and
distributions, redemption of Shares and
termination of the Trust or of any Series or
Class.
(f) Exchange Privilege. The Trustees shall have
the authority to provide that the holders of
Shares of any Series or Class shall have the
right to exchange said Shares for Shares of
one or more other Series or Classes in
accordance with such requirements and
procedures as may be established by the
Trustees.
(g) Combination of Series or Classes. The
Trustees shall have the authority, without
the approval of the Shareholders of any
Series or Class, unless otherwise required by
applicable law, to combine the assets and
liabilities belonging to a single Series or
Class with the assets and liabilities of one
or more other Series or Classes.
(h) Elimination of Series or Classes. At any
time that there are no Shares outstanding of
any particular Series or Class previously
established and designated, the Trustees may
amend this Declaration of Trust to abolish
that Series or Class and to rescind the
establishment and designation thereof."
The undersigned Secretary of Fountain Square Funds hereby certifies
that the above-stated Amendment is a true and correct Amendment to the
Declaration of Trust, as adopted by the Board of Trustees on the 28th
day of March, 1994.
WITNESS the due execution hereof this 29th day of March, 1994.
/s/ Jay S. Neuman
Jay S. Neuman,
Secretary
Exhibit 2 under Form N-1A
Exhibit 3(b) under Item 601/Reg. S-K
Fountain Square Funds
BY-LAWS
TABLE OF CONTENTS
Page
ARTICLE I: OFFICERS AND THEIR ELECTION............................. 1
Section 1 Officers .......................................... 1
Section 2 Election of Officers .............................. 1
Section 3 Resignations and Removals and Vacancies ........... 1
ARTICLE II: POWERS AND DUTIES OF TRUSTEES AND OFFICERS.............. 1
Section 1 Trustees .......................................... 1
Section 2 Chairman of the Trustees ("Chairman") ............. 1
Section 3 President ......................................... 1
Section 4 Vice President .................................... 2
Section 5 Secretary ......................................... 2
Section 6 Treasurer ......................................... 2
Section 7 Assistant Vice President .......................... 2
Section 8 Assistant Secretaries and Assistant
Treasurers ...................................... 2
Section 9 Salaries .......................................... 2
ARTICLE III: POWERS AND DUTIES OF THE EXECUTIVE
AND OTHER COMMITTEES ................................. 3
Section 1 Executive and Other Committees .................... 3
Section 2 Vacancies in Executive Committee .................. 3
Section 3 Executive Committee to Report to Trustees ......... 3
Section 4 Procedure of Executive Committee .................. 3
Section 5 Powers of Executive Committee ..................... 3
Section 6 Compensation ...................................... 3
Section 7 Informal Action by Executive Committee or
Other Committee ................................. 3
ARTICLE IV: SHAREHOLDERS' MEETINGS.................................. 4
Section 1 Special Meetings .................................. 4
Section 2 Notices ........................................... 4
Section 3 Place of Meeting .................................. 4
Section 4 Action by Consent ................................. 4
Section 5 Proxies ........................................... 4
-i-
Page
ARTICLE V: TRUSTEES' MEETINGS...................................... 4
Section 1 Number and Qualifications of Trustees ............. 4
Section 2 Special Meetings .................................. 5
Section 3 Regular Meetings .................................. 5
Section 4 Quorum and Vote ................................... 5
Section 5 Notices ........................................... 5
Section 6 Place of Meeting .................................. 5
Section 7 Telephonic Meeting ................................ 5
Section 8 Special Action .................................... 5
Section 9 Action by Consent ................................. 6
Section 10 Compensation of Trustees .......................... 6
ARTICLE VI: SHARES.................................................. 6
Section 1 Certificates ...................................... 6
Section 2 Transfer of Shares ................................ 6
Section 3 Equitable Interest Not Recognized ................. 6
Section 4 Lost, Destroyed or Mutilated Certificates ......... 6
Section 5 Transfer Agent and Registrar: Regulations ......... 7
ARTICLE VII: INSPECTION OF BOOKS..................................... 7
ARTICLE VIII: AGREEMENTS, CHECKS, DRAFTS, ENDORSEMENTS, ETC........... 7
Section 1 Agreements, Etc ................................... 7
Section 2 Checks, Drafts, Etc ............................... 7
Section 3 Endorsements, Assignments and Transfer of
Securities ...................................... 7
Section 4 Evidence of Authority ............................. 8
ARTICLE IX: INDEMNIFICATION OF TRUSTEES AND OFFICERS
Section 1 General ........................................... 8
Section 2 No Indemnification ................................ 8
Section 3 Conditions for Indemnification .................... 8
Section 4 Advancement of Expenses ........................... 8
Section 5 Non-Exclusivity ................................... 9
-ii-
Page
ARTICLE X: SEAL.................................................... 8
ARTICLE XI: FISCAL YEAR............................................. 9
ARTICLE XII: AMENDMENTS.............................................. 9
ARTICLE XIII: WAIVERS OF NOTICE....................................... 9
ARTICLE XIV: REPORT TO SHAREHOLDERS.................................. 9
ARTICLE XV: BOOKS AND RECORDS....................................... 10
ARTICLE XVI: TERMS................................................... 10
-iii-
FOUNTAIN SQUARE FUNDS
BY-LAWS
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. ? ? ? Each Vice
President shall be authorized to sign documents on behalf of the Trust.
Section 5. Secretary. The Secretary shall be the chief legal
officer of the Trust responsible for providing legal guidance to the
Trust. The Secretary shall keep or cause to be kept in books provided
for that 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 responsible for the
preparation and maintenance of the financial books and records of the
Trust. He shall deliver all funds and securities belonging to any
Series or Class to such custodian or sub-custodian as may be employed by
the 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 President 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.
-2-
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 to be in 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.
-3-
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 of the 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 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 Meeting. Meetings of the shareholders of the
Trust or 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, the person acting
as 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.
-4-
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. It shall be sufficient notice of a special
meeting to send notice by mail to a Trustee at least forty-eight hours
or by telegram, telex or telecopy or other electronic fascimile
transmission method at least twenty-four hours before the meeting
addressed to the Trustee at his usual or last known business or
residence address or to give notice to such Trustee in person or by
telephone at least twenty-four hours before the meeting. Notice of a
meeting need not be given to any Trustee if a written waiver of notice,
executed by such Trustee before the meeting, is filed with the records
of the meeting, or to any Trustee who attends the meeting without
protesting the lack of notice to such Trustee prior thereto or at its
commencement. Subject to compliance with Section 15(c) of the 1940 Act,
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 1940 Act, 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.
-5-
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
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 of 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 or its transfer agent, 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.
-6-
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 and 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 or document 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 Agent 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 for 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 Officers, Employees, 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 custodian appointed, pursuant to the
provisions of the Declaration of Trust.
Section 3. Endorsements, Assignments and Transfer of Securities.
All endorsements, assignments, stock powers, 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 Officers, Employees, or Agents as may be
authorized by the Trustees or the Executive Committee.
-7-
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
INDEMNIFICATION OF TRUSTEES AND OFFICERS
Section 1. General. Every person who is or has been a Trustee or
officer of the Trust and persons who serve at the Trust's request as
director, officer, trustee, partner or fiduciary of another corporation,
partnership, joint venture, trust or other enterprise shall be
indemnified by the Trust (or the appropriate Series or Class, where such
Trustee or officer is acting on behalf of or with respect to a single
Series or Class) to the fullest extent permitted by law against
liability and all expenses, including amounts incurred in satisfaction
of judgments, settlements, compromises, fines, penalties, and counsel
fees reasonably incurred or paid by him in connection with any debt,
claim, action, demand, suit or proceeding of any kind, whether civil or
criminal, in which he becomes involved as a party or otherwise by virtue
of his being or having been a Trustee or officer of the Trust or his
serving or having served as a director, officer, trustee, partner or
fiduciary of another corporation, partnership, joint venture, trust or
other enterprise at the request of the Trust; provided that the Trust
shall indemnify any such person seeking indemnification in connection
with a proceeding initiated by such person only if such proceeding was
authorized by the Board of Trustees.
Section 2. No Indemnification. No indemnification shall be
provided hereunder to a Trustee or officer against any liability to the
Trust or any Series or Class or the Shareholders of any Series or Class
by reason of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of his office.
Section 3. Conditions for Indemnification. Except as provided in
Section 4 hereof, in the absence of a final decision on the merits by a
court or other body before which such proceeding was brought, an
indemnification payment will not be made, unless a reasonable
determination based upon a factual review has been made by a majority
vote of a quorum of non-party trustees who are not interested persons of
the Trust, or 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.
Section 4. Advancement of Expenses. The Trust shall pay the
expenses incurred in the defense of a proceeding in advance of its final
disposition (upon undertaking for repayment unless it is ultimately
determined that indemnification is appropriate) if at least one of the
following conditions is fulfilled: (i) the indemnitee provides security
for his undertaking, (ii) the Trust or any relevant Series or Class is
insured against any loss arising by reason of any lawful advance 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 reason to believe the indemnitee will be
entitled to indemnification.
-8-
Section 5. Non-Exclusivity. Nothing contained in this Article
shall affect any rights to indemnification to which Trustees, officers
or any other persons may be entitled by contract or otherwise under law,
nor the power of the Trust to purchase and maintain insurance on their
behalf.
ARTICLE X
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 XI
FISCAL YEAR
The fiscal year of the Trust and each Series or Class shall be as
designated from time to time by the Trustees.
ARTICLE XII
AMENDMENTS
These By-Laws may be amended by a majority vote of all of the
Trustees.
ARTICLE XIII
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 provisons 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 XIV
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.
-9-
ARTICLE XV
BOOKS AND RECORDS
The books and records of the Trust and 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 from time to time be determined by the Trustees.
ARTICLE XVI
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.
- -10-
Exhibit 5(i) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
Fountain Square Funds
INVESTMENT ADVISORY CONTRACT
This Contract is made between Fifth Third Bank, a state-chartered
bank having its principal place of business in Cincinnati, Ohio and
which is a wholly owned subsidiary of Fifth Third Bancorp, an Ohio
corporation (the "Adviser"), and Fountain Square Funds, a Massachusetts
business trust having its principal place of business in Pittsburgh,
Pennsylvania (the "Trust").
WHEREAS, the Trust is an open-end management investment company as
that term is defined in the Investment Company Act of 1940 and is
registered as such with the Securities and Exchange Commission; and
WHEREAS, the Adviser is engaged in the business of rendering
investment advisory and management services.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
agree as follows:
1. The Trust hereby appoints Adviser as Investment Adviser for
each of the portfolios ("Funds") of the Trust on whose behalf the Trust
executes an exhibit to this Contract, and Adviser, by its execution of
each such exhibit, accepts the appointments. Subject to the direction
of the Trustees of the Trust, Adviser shall provide investment research
and supervision of the investments of each of the Funds and conduct a
continuous program of investment evaluation and of appropriate sale or
other disposition and reinvestment of each Fund's assets.
2. Adviser, in its supervision of the investments of each of the
Funds will be guided by each of the Fund's fundamental investment
policies and the provisions and restrictions contained in the
Declaration of Trust and By-Laws of the Trust and as set forth in the
Registration Statement and exhibits as may be on file with the
Securities and Exchange Commission.
3. The Trust shall pay or cause to be paid, on behalf of each
Fund, all of the Fund's expenses and the Fund's allocable share of
Trust expenses, including without limitation, the expenses of organizing
the Trust and continuing its existence; fees and expenses of officers
and Trustees of the Trust; fees for investment advisory services and
administrative services; fees and expenses of preparing and printing
amendments to its Registration Statement under the Securities Act of
1933 and the Investment Company Act of 1940; expenses of registering and
qualifying the Trust, the Funds and shares of the Funds ("Shares") under
Federal and state laws and regulations; expenses of preparing, printing
and distributing prospectuses (and any amendments thereto) and sales
literature; expenses of registering, licensing, or other authorization
of the Trust as a broker-dealer and of its officers as agents and
salesmen under federal and state laws and regulations; interest expense,
taxes, fees and commissions of every kind; expenses of issue (including
cost of Share certificates), purchase, repurchase and redemption of
Shares, including expenses attributable to a program of periodic issue;
charges and expenses of custodians, transfer agents, dividend disbursing
agents, shareholder 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 Trustees and shareholders and proxy solicitations therefor;
insurance expenses; association membership dues; and such nonrecurring
items as may arise, including all losses and liabilities incurred in
administering the Trust and the Funds. The Trust will also pay each
Fund's allocable share of such extraordinary expenses as may arise,
including expenses incurred in connection with litigation, proceedings,
and claims and the legal obligations of the Trust to indemnify its
officers and Trustees and agents with respect thereto.
4. The Trust, on behalf of each of the Funds shall pay to
Adviser, for all services rendered to such Fund by Adviser hereunder,
the fees set forth in the exhibits attached hereto.
5. The Adviser may from time to time and for such periods as it
deems appropriate reduce its compensation (and, if appropriate, assume
expenses of one or more of the Funds); (i) to the extent that any Fund's
expenses exceed such lower expense limitation; (ii) for any other
reason, as the Adviser may, by notice to the Fund, voluntarily declare
to be effective.
6. This Contract shall begin for each Fund on the date that the
Trust executes an exhibit to this Contract relating to such Fund. This
Contract shall remain in effect for each Fund until the first meeting of
Shareholders held after the execution date of an exhibit relating to the
respective Fund, and if approved at such meeting by the shareholders of
a particular Fund, shall continue in effect for such Fund for two years
from the date of its execution and from year to year thereafter, subject
to the provisions for termination and all of the other terms and
conditions hereof if: (a) such continuation shall be specifically
approved at least annually by the vote of a majority of the Trustees of
the Trust, including a majority of the Trustees who are not parties to
this Contract or interested persons of any such party (other than as
Trustees of the Trust) cast in person at a meeting called for that
purpose; and (b) Adviser shall not have notified the Trust in writing at
least sixty (60) days prior to the anniversary date of this Contract in
any year thereafter that it does not desire such continuation with
respect to that Fund.
7. Notwithstanding any provision in this Contract, it may be
terminated at any time with respect to any Fund, without the payment of
any penalty, by the Trustees of the Trust or by a vote of the
shareholders of that Fund on sixty (60) days' written notice to Adviser.
8. This Contract may not be assigned by Adviser and shall
automatically terminate in the event of any assignment. Adviser may
employ or contract with such other person, persons, corporation or
corporations at its own cost and expense as it shall determine in order
to assist it in carrying out this Contract, provided that no delegation
of advisory responsibilities shall occur which would require approval
under the Investment Company Act of 1940.
9. In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties under this
Contract on the part of Adviser, Adviser shall not be liable to the
Trust or to any of the Funds or to any shareholder for any act or
omission in the course of or connected in any way with rendering
services or for any losses that may be sustained in the purchase,
holding or sale of any security.
10. (a) Subject to the conditions set forth below, the Trust
agrees to indemnify and hold harmless the Adviser and each person, if
any, who controls the Adviser within the meaning of Section 15 of the
1933 Act and Section 20 of the Securities Exchange Act of 1934, as
amended, against any and all loss, liability, claim, damage and expense
whatsoever, (including but not limited to any and all expense whatsoever
reasonably incurred in investigating, preparing or defending against any
litigation, commenced or threatened, or any claim whatsoever) arising
out of or based upon any untrue statement or alleged untrue statement of
a material fact contained in the Registration Statement or the
Prospectus (as from time to time amended and supplemented) or the
omission or alleged omission therefrom of a material fact required to be
stated therein or necessary to make statements therein not misleading,
unless such statement or omission was made in reliance upon and
conformity with written information furnished to the Trust with respect
to the Adviser by or on behalf of the Adviser expressly for use in the
Registration Statement or Prospectus, or any amendment or supplement
thereof.
If any action is brought against the Adviser or any controlling
person thereof in respect of which indemnity may be sought against the
Trust pursuant to the foregoing paragraph, the Adviser shall promptly
notify the Trust in writing of the institution of such action and the
Trust shall assume the defense of such action, including the employment
of counsel selected by the Trust and payment of expenses. The Adviser
or any such controlling person thereof shall have the right to employ
separate counsel in any such case, but the fees and expenses of such
counsel shall be at the expense of the Adviser or such controlling
person unless the employment of such counsel shall have been authorized
in writing by the Trust in connection with the defense of such action or
the Trust shall not have employed counsel to have charge of the defense
of such action, in any of which events such fees and expenses shall be
borne by the Trust. Anything in this paragraph to the contrary
notwithstanding, the Trust shall not be liable for any settlement of any
such claim or action effected without its written consent. The Trust
agrees promptly to notify the Adviser of the commencement of any
litigation or proceedings against the Trust or any of its officers or
Trustees or controlling persons in connection with the issue and sale of
shares or in connection with such Registration Statement or Prospectus.
(b) The Adviser agrees to indemnify and hold harmless the Trust,
each of its Trustees, each of its officers who have signed the
Registration Statement and each other person, if any, who controls the
Trust within the meaning of Section 15 of the 1933 Act, to the same
extent as the foregoing indemnity from the Trust to the Adviser but only
with respect to statements or omissions, if any, made in the
Registration Statement or Prospectus or any amendment or supplement
thereof in reliance upon, and in conformity with, information furnished
to the Trust with respect to the Adviser by or on behalf of the Adviser
expressly for use in the Registration Statement or Prospectus or any
amendment or supplement thereof. In case any action shall be brought
against the Trust or any other person so indemnified based on the
Registration Statement or Prospectus, or any amendment or supplement
thereof, and in respect of which indemnity may be sought against the
Adviser, the Adviser shall have the rights and duties given to the
Trust, and the Trust and each other person so indemnified shall have the
rights and duties given to the Adviser by the provisions of subsection
(a) above.
(c) Nothing herein contained shall be deemed to protect any
person against liability to the Trust or its shareholders to which such
person would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of the duties of such
person or by reason of the reckless disregard by such person of the
obligations and duties of such person under this Contract.
11. This Contract may be amended at any time by agreement of the
parties provided that the amendment shall be approved both by the vote
of a majority of the Trustees of the Trust, including a majority of
Trustees who are not parties to this Contract or interested persons of
any such party to this Contract (other than as Trustees of the Trust),
cast in person at a meeting called for that purpose, and on behalf of a
Fund by a majority of the outstanding voting securities of such Fund.
12. The Adviser acknowledges that all sales literature for
investment companies (such as the Trust) are subject to strict
regulatory oversight. The Adviser agrees to submit any proposed sales
literature for the Trust (or any Fund) or for itself or its affiliates
which mentions the Trust (or any Fund) to the Trust's distributor for
review and filing with the appropriate regulatory authorities prior to
the public release of any such sales literature. The Trust agrees to
cause its distributors to promptly review all such sales literature to
ensure compliance with relevant requirements, to promptly advise Adviser
of any deficiencies contained in such sales literature, to promptly file
complying sales literature with the relevant authorities, and to cause
such sales literature to be distributed to prospective investors in the
Trust.
13. Adviser is hereby expressly put on notice of the limitation of
liability as set forth in Article XI of the Declaration of Trust and
agrees that the obligations pursuant to this Contract of a particular
Fund and of the Trust with respect to that particular Fund be limited
solely to the assets of that particular Fund, and Adviser shall not seek
satisfaction of any such obligation from the assets of any other Fund,
the shareholders of any Fund, the Trustees, officers, employees or
agents of the Trust, or any of them.
14. This Contract shall be construed in accordance with and
governed by the laws of the Commonwealth of Pennsylvania.
15. This Contract will become binding on the parties hereto upon
their execution of the attached exhibits to this Contract.
INVESTMENT ADVISORY CONTRACT
EXHIBIT A
FOUNTAIN SQUARE U.S. TREASURY OBLIGATIONS FUND
For all services rendered by Adviser hereunder, the Trust shall
pay to Adviser and Adviser agrees to accept as full compensation for all
services rendered hereunder, an annual investment advisory fee equal to
.40 of 1% of the average daily net assets of the Fund.
The fee shall be accrued daily at the rate of 1/365th of .40 of 1%
applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this 1st day of December, 1988.
Attest: FIFTH THIRD BANK
/s/ Philip C. Long By: /s/ P. Michael Brumm
Secretary Senior Vice President
FOUNTAIN SQUARE FUNDS
/s/ Byron F. Bowman By: /s/ J. Christopher Donahue
Secretary President
INVESTMENT ADVISORY CONTRACT
EXHIBIT B
FOUNTAIN SQUARE COMMERCIAL PAPER FUND
For all services rendered by Adviser hereunder, the Trust shall
pay to Adviser and Adviser agrees to accept as full compensation for all
services rendered hereunder, an annual investment advisory fee equal to
.40 of 1% of the average daily net assets of the Fund.
The fee shall be accrued daily at the rate of 1/365th of .40 of 1%
applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this 14th day of June, 1989.
Attest: FIFTH THIRD BANK
/s/ Philip C. Long By: /s/ P. Michael Brumm
Secretary Senior Vice President
FOUNTAIN SQUARE FUNDS
/s/ Byron F. Bowman By: /s/ J. Christopher Donahue
Secretary President
INVESTMENT ADVISORY CONTRACT
EXHIBIT C
FOUNTAIN SQUARE GOVERNMENT CASH RESERVES FUND
For all services rendered by Adviser hereunder, the Trust shall
pay to Adviser and Adviser agrees to accept as full compensation for all
services rendered hereunder, an annual investment advisory fee equal to
.40 of 1% of the average daily net assets of the Fund.
The fee shall be accrued daily at the rate of 1/365th of .40 of 1%
applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this 21st day of May, 1991.
Attest: THE FIFTH THIRD BANK
/s/ Philip C. Long By: /s/ P. Michael Brumm
Secretary Senior Vice President
FOUNTAIN SQUARE FUNDS
/s/ Byron F. Bowman By: /s/ J. Christopher Donahue
Secretary President
INVESTMENT ADVISORY CONTRACT
EXHIBIT D
FOUNTAIN SQUARE U.S. GOVERNMENT SECURITIES FUND
For all services rendered by Adviser hereunder, the Trust shall
pay to Adviser and Adviser agrees to accept as full compensation for all
services rendered hereunder, an annual investment advisory fee equal to
0.55 of 1% of the average daily net assets of the Fund.
The fee shall be accrued daily at the rate of 1/365th of 0.55 of
1% applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this 15th day of September, 1992.
Attest: FIFTH THIRD BANK
/s/ Philip C. Long By:/s/ Michael K. Keating
Secretary Senior Vice President
FOUNTAIN SQUARE FUNDS
/s/ Jay S. Neuman By:/s/ J. Christopher Donahue
Secretary President
INVESTMENT ADVISORY CONTRACT
EXHIBIT E
FOUNTAIN SQUARE QUALITY BOND FUND
For all services rendered by Adviser hereunder, the Trust shall
pay to Adviser and Adviser agrees to accept as full compensation for all
services rendered hereunder, an annual investment advisory fee equal to
0.55 of 1% of the average daily net assets of the Fund.
The fee shall be accrued daily at the rate of 1/365th of 0.55 of
1% applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this 15th day of September, 1992.
Attest: FIFTH THIRD BANK
/s/ Philip C. Long By:/s/ Michael K. Keating
Secretary Senior Vice President
FOUNTAIN SQUARE FUNDS
/s/ Jay S. Neuman By:/s/ J. Christopher Donahue
Secretary President
INVESTMENT ADVISORY CONTRACT
EXHIBIT F
FOUNTAIN SQUARE QUALITY GROWTH FUND
For all services rendered by Adviser hereunder, the Trust shall
pay to Adviser and Adviser agrees to accept as full compensation for all
services rendered hereunder, an annual investment advisory fee equal to
0.80 of 1% of the average daily net assets of the Fund.
The fee shall be accrued daily at the rate of 1/365th of 0.80 of
1% applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this 15th day of September, 1992.
Attest: FIFTH THIRD BANK
/s/ Philip C. Long By:/s/ Michael K. Keating
Secretary Senior Vice President
FOUNTAIN SQUARE FUNDS
/s/ Jay S. Neuman By:/s/ J. Christopher Donahue
Secretary President
INVESTMENT ADVISORY CONTRACT
EXHIBIT G
FOUNTAIN SQUARE MID-CAP FUND
For all services rendered by Adviser hereunder, the Trust shall
pay to Adviser and Adviser agrees to accept as full compensation for all
services rendered hereunder, an annual investment advisory fee equal to
0.80 of 1% of the average daily net assets of the Fund.
The fee shall be accrued daily at the rate of 1/365th of 0.80 of
1% applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this 15th day of September, 1992.
Attest: FIFTH THIRD BANK
/s/ Philip C. Long By:/s/ Michael K. Keating
Secretary Senior Vice President
FOUNTAIN SQUARE FUNDS
/s/ Jay S. Neuman By:/s/ J. Christopher Donahue
Secretary President
INVESTMENT ADVISORY CONTRACT
EXHIBIT H
FOUNTAIN SQUARE BALANCED FUND
For all services rendered by Adviser hereunder, the Trust shall
pay to Adviser and Adviser agrees to accept as full compensation for all
services rendered hereunder, an annual investment advisory fee equal to
0.80 of 1% of the average daily net assets of the Fund.
The fee shall be accrued daily at the rate of 1/365th of 0.80 of
1% applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this 15th day of September, 1992.
Attest: FIFTH THIRD BANK
/s/ Philip C. Long By:/s/ Michael K. Keating
Secretary Senior Vice President
FOUNTAIN SQUARE FUNDS
/s/ Jay S. Neuman By:/s/ J. Christopher Donahue
Secretary President
INVESTMENT ADVISORY CONTRACT
EXHIBIT I
FOUNTAIN SQUARE OHIO TAX FREE BOND FUND
For all services rendered by Adviser hereunder, the Trust shall
pay to Adviser and Adviser agrees to accept as full compensation for all
services rendered hereunder, an annual investment advisory fee equal to
0.55 of 1% of the average daily net assets of the Fund.
The fee shall be accrued daily at the rate of 1/365th of 0.55 of
1% applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this 1st day of April, 1993.
Attest: FIFTH THIRD BANK
/s/ Paul L. Reynolds By:/s/ Michael K. Keating
Assistant Secretary Senior Vice President
FOUNTAIN SQUARE FUNDS
/s/ Jay S. Neuman By:/s/ J. Christopher Donahue
Secretary President
INVESTMENT ADVISORY CONTRACT
EXHIBIT J
FOUNTAIN SQUARE INTERNATIONAL EQUITY FUND
For all services rendered by Adviser hereunder, the Trust shall
pay to Adviser and Adviser agrees to accept as full compensation for all
services rendered hereunder, an annual investment advisory fee equal to
1% of the average daily net assets of the Fund.
The fee shall be accrued daily at the rate of 1/365th of 1%
applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this 1st day of April, 1994.
Attest: FIFTH THIRD BANK
/s/ Michael Cassani By/s/ Michael K. Keating
Assistant Vice President Senior Vice President
FOUNTAIN SQUARE FUNDS
/s/ Jay S. Neuman By:/s/ J. Christopher Donahue
Secretary President
Exhibit 6(i) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
FOUNTAIN SQUARE FUNDS
DISTRIBUTOR'S CONTRACT
AGREEMENT made this 21st day of May, 1991, by and between FOUNTAIN
SQUARE FUNDS (the "Trust"), a Massachusetts business trust, and
FEDERATED SECURITIES CORP. ("FSC"), a Pennsylvania Corporation.
In consideration of the mutual covenants hereinafter contained, it
is hereby agreed by and between the parties hereto as follows:
1. The Trust hereby appoints FSC as its agent to sell and
distribute shares of the Trust which may be offered in one or more
series (the "Funds") consisting of one or more classes (the "Classes")
of shares (the "Shares") as described and set forth on one or more
exhibits to this Agreement at the current offering price thereof as
described and set forth in the current Prospectuses of the Trust. FSC
hereby accepts such appointment and agrees to provide such other
services for the Trust, if any, and accept such compensation from the
Trust, if any, as set forth in the applicable exhibit to this Agreement.
2. The sale of any Shares may be suspended without prior notice
whenever in the judgment of the Trust it is in its best interest to do
so.
3. Neither FSC nor any other person is authorized by the Trust
to give any information or to make any representation relative to any
Shares other than those contained in the Registration Statement,
Prospectuses, or Statements of Additional Information ("SAIs") filed
with the Securities and Exchange Commission, as the same may be amended
from time to time, or in any supplemental information to said
Prospectuses or SAIs approved by the Trust. FSC agrees that any other
information or representations other than those specified above which it
or any dealer or other person who purchases Shares through FSC may make
in connection with the offer or sale of Shares, shall be made entirely
without liability on the part of the Trust. No person or dealer, other
than FSC, is authorized to act as agent for the Trust for any purpose.
FSC agrees that in offering or selling Shares as agent of the Trust, it
will, in all respects, duly conform to all applicable state and federal
laws and the rules and regulations of the National Association of
Securities Dealers, Inc., including its Rules of Fair Practice. FSC
will submit to the Trust copies of all sales literature before using the
same and will not use such sales literature if disapproved by the Trust.
4. This Agreement is effective with respect to each Class as of
the date of execution of the applicable exhibit and shall continue in
effect with respect to each Class presently set forth on an exhibit and
any subsequent Classes added pursuant to an exhibit during the initial
term of this Agreement for one year from the date set forth above, and
thereafter for successive periods of one year if such continuance is
approved at least annually by the Trustees of the Trust including a
majority of the members of the Board of Trustees of the Trust who are
not interested persons of the Trust and have no direct or indirect
financial interest in the operation of any Distribution Plan relating to
the Trust or in any related documents to such Plan ("Disinterested
Trustees") cast in person at a meeting called for that purpose. If a
Class is added after the first annual approval by the Trustees as
described above, this Agreement will be effective as to that Class upon
execution of the applicable exhibit and will continue in effect until
the next annual approval of this Agreement by the Trustees and
thereafter for successive periods of one year, subject to approval as
described above.
5. This Agreement may be terminated with regard to a particular
Fund or Class at any time, without the payment of any penalty, by the
vote of a majority of the Disinterested Trustees or by a majority of the
outstanding voting securities of the particular Fund or Class on not
more than sixty (60) days' written notice to any other party to this
Agreement. This Agreement may be terminated with regard to a particular
Fund or Class by FSC on sixty (60) days' written notice to the Trust.
6. This Agreement may not be assigned by FSC and shall
automatically terminate in the event of an assignment by FSC as defined
in the Investment Company Act of 1940, provided, however, that FSC may
employ such other person, persons, corporation or corporations as it
shall determine in order to assist it in carrying out its duties under
this Agreement.
7. FSC shall not be liable to the Trust for anything done or
omitted by it, except acts or omissions involving willful misfeasance,
bad faith, gross negligence, or reckless disregard of the duties imposed
by this Agreement.
8. This Agreement may be amended at any time by mutual agreement
in writing of all the parties hereto, provided that such amendment is
approved by the Trustees of the Trust including a majority of the
Disinterested Trustees of the Trust cast in person at a meeting called
for that purpose.
9. This Agreement shall be construed in accordance with and
governed by the laws of the Commonwealth of Pennsylvania.
10. (a) Subject to the conditions set forth below, the Trust
agrees to indemnify and hold harmless FSC and each person, if any, who
controls FSC within the meaning of Section 15 of the Securities Act of
1933 and Section 20 of the Securities Act of 1934, as amended, against
any and all loss, liability, claim, damage and expense whatsoever
(including but not limited to any and all expenses whatsoever reasonably
incurred in investigating, preparing or defending against any
litigation, commenced or threatened, or any claim whatsoever) arising
out of or based upon any untrue statement or alleged untrue statement of
a material fact contained in the Registration Statement, any
Prospectuses or SAI's (as from time to time amended and supplemented) or
the omission or alleged omission therefrom of a material fact required
to be stated therein or necessary to make the statements therein not
misleading, unless such statement or omission was made in reliance upon
and in conformity with written information furnished to the Trust about
FSC by or on behalf of FSC expressly for use in the Registration
Statement, any Prospectuses and SAIs or any amendment or supplement
thereof.
If any action is brought against FSC or any controlling person
thereof with respect to which indemnity may be sought against the Trust
pursuant to the foregoing paragraph, FSC shall promptly notify the Trust
in writing of the institution of such action and the Trust shall assume
the defense of such action, including the employment of counsel selected
by the Trust and payment of expenses. FSC or any such controlling
person thereof shall have the right to employ separate counsel in any
such case, but the fees and expenses of such counsel shall be at the
expense of FSC or such controlling person unless the employment of such
counsel shall have been authorized in writing by the Trust in connection
with the defense of such action or the Trust shall not have employed
counsel to have charge of the defense of such action, in any of which
events such fees and expenses shall be borne by the Trust. Anything in
this paragraph to the contrary notwithstanding, the Trust shall not be
liable for any settlement of any such claim of action effected without
its written consent. The Trust agrees promptly to notify FSC of the
commencement of any litigation or proceedings against the Trust or any
of its officers or Trustees or controlling persons in connection with
the issue and sale of Shares or in connection with the Registration
Statement, Prospectuses, or SAI's.
(b) FSC agrees to indemnify and hold harmless the Trust, each of
its Trustees, each of its officers who have signed the Registration
Statement and each other person, if any, who controls the Trust within
the meaning of Section 15 of the Securities Act of 1933, but only with
respect to statements or omissions, if any, made in the Registration
Statement or any Prospectus, SAI, or any amendment or supplement thereof
in reliance upon, and in conformity with, information furnished to the
Trust about FSC by or on behalf of FSC expressly for use in the
Registration Statement or any Prospectus, SAI, or any amendment or
supplement thereof. In case any action shall be brought against the
Trust or any other person so indemnified based on the Registration
Statement or any Prospectus, SAI, or any amendment or supplement
thereof, and with respect to which indemnity may be sought against FSC,
FSC shall have the rights and duties given to the Trust, and the Trust
and each other person so indemnified shall have the rights and duties
given to FSC by the provisions of subsection (a) above.
(c) Nothing herein contained shall be deemed to protect any
person against liability to the Trust or its shareholders to which such
person would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of the duties of such
person or by reason of the reckless disregard by such person of the
obligations and duties of such person under this Agreement.
(d) Insofar as indemnification for liabilities may be permitted
pursuant to Section 17 of the Investment Company Act of 1940 for
Trustees, officers, FSC and controlling persons of the Trust by the
Trust pursuant to this Agreement, the Trust is aware of the position of
the Securities and Exchange Commission as set forth in the Investment
Company Act Release No. IC-11330. Therefore, the Trust undertakes that
in addition to complying with the applicable provisions of this
Agreement, in the absence of a final decision on the merits by a court
or other body before which the proceeding was brought, that an
indemnification payment will not be made unless in the absence of such a
decision, a reasonable determination based upon factual review has been
made (i) by a majority vote of a quorum of non-party Disinterested
Trustees, 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. 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, FSC or controlling person of the Trust 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 is
insured against losses arising by reason of any lawful advances; or
(iii) a majority of a quorum of non-party Disinterested Trustees or
independent legal counsel in a written opinion makes a factual
determination that there is reason to believe the indemnitee will be
entitled to indemnification.
11. FSC is hereby expressly put on notice of the limitation of
liability as set forth in Article XI of the Declaration of Trust and
agrees that the obligations assumed by the Trust pursuant to this
agreement shall be limited in any case to the Trust and its assets and
FSC shall not seek satisfaction of any such obligation from the
shareholders of the Trust, the Trustees, officers, employees or agents
of the Trust, or any of them.
12. FSC agrees to adopt compliance standards as to when a class
of shares may be sold to particular investors.
13. This Agreement will become binding on the parties hereto upon
the execution of the attached exhibits to the Agreement.
DISTRIBUTOR'S CONTRACT
Exhibit A
FOUNTAIN SQUARE FUNDS
Fountain Square U.S. Treasury Obligations Fund
In consideration of the mutual covenants set forth in the Distributor's
Contract dated May 21, 1991 between Fountain Square Funds and Federated
Securities Corp., Fountain Square Funds executes and delivers this
Exhibit
on behalf of the Funds, and with respect to the separate Classes of
Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 21st day of May, 1991.
ATTEST: FOUNTAIN SQUARE FUNDS
/s/ Byron F. Bowman By:/s/ J. Christopher Donahue
Secretary President
(SEAL)
ATTEST: FEDERATED SECURITIES CORP.
/s/ S. Elliott Cohan By:/s/ Richard B. Fisher
Secretary President
(SEAL)
DISTRIBUTOR'S CONTRACT
Exhibit B
FOUNTAIN SQUARE FUNDS
Fountain Square Commercial Paper Fund
Trust Shares
In consideration of the mutual covenants set forth in the
Distributor's Contract dated May 21, 1991 between Fountain Square Funds
and Federated Securities Corp., Fountain Square Funds executes and
delivers this Exhibit
on behalf of the Funds, and with respect to the separate Classes of
Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 21st day of May, 1991.
ATTEST: FOUNTAIN SQUARE FUNDS
/s/ Byron F. Bowman By:/s/ J. Christopher Donahue
Secretary President
(SEAL)
ATTEST: FEDERATED SECURITIES CORP.
/s/ S. Elliott Cohan By:/s/ Richard B. Fisher
Secretary President
(SEAL)
DISTRIBUTOR'S CONTRACT
Exhibit C
FOUNTAIN SQUARE FUNDS
Fountain Square Commercial Paper Fund
Investment Shares
The following provisions are hereby incorporated and made part of
the Distributor's Contract dated the 21st day of May, 1991, between
Fountain Square Funds and Federated Securities Corp. ("FSC") with
respect to Classes of the Funds set forth above.
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of Shares of the Classes.
Pursuant to this appointment FSC is authorized to to select a group of
brokers ("Brokers") to sell shares of the above-listed Classes
("Shares"), at the current offering price thereof as described and set
forth in the respective prospectuses of the Trust, and to render
administrative support services to the Trust and its shareholders.
In addition, FSC is authorized to select a group of Administrators
("Administrators") to render administrative support services to the
Trust and its shareholders.
2. Administrative support services may include, but are not
limited to, the following eleven functions: (1) account openings: the
Broker or Administrator communicates account openings via computer
terminals located on the Broker or Administrator's premises; 2) account
closings: the Broker or Administrator communicates account closings via
computer terminals; 3) enter purchase transactions: purchase
transactions are entered through the Broker or Administrator's own
personal computer or through the use of a toll-free telephone number; 4)
enter redemption transactions: Broker or Administrator enters
redemption transactions in the same manner as purchases; 5) account
maintenance: Broker or Administrator provides or arranges to provide
accounting support for all transactions. Broker or Administrator also
wires funds and receives funds for Trust share purchases and
redemptions, confirms and reconciles all transactions, reviews the
activity in the Trust's accounts, and provides training and supervision
of its personnel; 6) interest posting: Broker or Administrator posts
and reinvests dividends to the Trust's accounts; 7) prospectus and
shareholder reports: Broker or Administrator maintains and distributes
current copies of prospectuses and shareholder reports; 8)
advertisements: the Broker or Administrator continuously advertises the
availability of its services and products; 9) customer lists: the Broker
or Administrator continuously provides names of potential customers; 10)
design services: the Broker or Administrator continuously designs
material to send to customers and develops methods of making such
materials accessible to customers; and 11) consultation services: the
Broker or Administrator continuously provides information about the
product needs of customers.
3. During the term of this Agreement, the Trust will reimburse
FSC for payments made by FSC to obtain services pursuant to this
Agreement, a monthly fee computed at the annual rate of up to .35% of
the average aggregate net asset value of the Investment Shares of the
Fountain Square Commercial Paper Fund held during the month. For the
month in which this Agreement becomes effective or terminates, there
shall be an appropriate proration of any fee payable on the basis of the
number of days that the Agreement is in effect during the month.
4. FSC may from time-to-time and for such periods as it deems
appropriate reduce its compensation to the extent any classes expenses
exceed such lower expense limitation as FSC may, by notice to the Trust,
voluntarily declare to be effective.
5. FSC will enter into separate written agreements with various
firms to provide certain of the services set forth in Paragraph 1
herein. FSC, in its sole discretion, may pay Brokers and Administrators
a periodic fee in respect of Shares owned from time to time by their
clients or customers. The schedules of such fees and the basis upon
which such fees will be paid shall be determined from time to time by
FSC in its sole discretion.
6. FSC will prepare reports to the Board of Trustees of the
Trust on a quarterly basis showing amounts expended hereunder including
amounts paid to Brokers and Administrators and the purpose for such
payments.
In consideration of the mutual covenants set forth in the
Distributor's Contract dated May 21, 1991 between Fountain Square Funds
and Federated Securities Corp., Fountain Square Funds executes and
delivers this Exhibit on behalf of the Funds, and with respect to the
separate Classes of Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 21st day of May, 1991.
ATTEST: FOUNTAIN SQUARE FUNDS
/s/ Byron F. Bowman By:/s/ J. Christopher Donahue
Secretary President
(SEAL)
ATTEST: FEDERATED SECURITIES CORP.
/s/ S. Elliott Cohan By:/s/ Richard B. Fisher
Secretary President
(SEAL)
DISTRIBUTOR'S CONTRACT
Exhibit D
FOUNTAIN SQUARE FUNDS
Fountain Square Government Cash Reserves Fund
Trust Shares
In consideration of the mutual covenants set forth in the Distributor's
Contract dated May 21, 1991 between Fountain Square Funds and Federated
Securities Corp., Fountain Square Funds executes and delivers this
Exhibit
on behalf of the Funds, and with respect to the separate Classes of
Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 21st day of May , 1991.
ATTEST: FOUNTAIN SQUARE FUNDS
/s/ Byron F. Bowman By:/s/ J. Christopher Donahue
Secretary President
(SEAL)
ATTEST: FEDERATED SECURITIES CORP.
/s/ S. Elliott Cohan By:/s/ Richard B. Fisher
Secretary President
(SEAL)
DISTRIBUTOR'S CONTRACT
Exhibit E
FOUNTAIN SQUARE FUNDS
Fountain Square Government Cash Reserves Fund
Investment Shares
The following provisions are hereby incorporated and made part of
the Distributor's Contract dated the 21st day of May, 1991, between
Fountain Square Funds and Federated Securities Corp. ("FSC") with
respect to Classes of the Funds set forth above.
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of Shares of the Classes.
Pursuant to this appointment FSC is authorized to to select a group of
brokers ("Brokers") to sell shares of the above-listed Classes
("Shares"), at the current offering price thereof as described and set
forth in the respective prospectuses of the Trust, and to render
administrative support services to the Trust and its shareholders.
In addition, FSC is authorized to select a group of Administrators
("Administrators") to render administrative support services to the
Trust and its shareholders.
2. Administrative support services may include, but are not
limited to, the following eleven functions: (1) account openings: the
Broker or Administrator communicates account openings via computer
terminals located on the Broker or Administrator's premises; 2) account
closings: the Broker or Administrator communicates account closings via
computer terminals; 3) enter purchase transactions: purchase
transactions are entered through the Broker or Administrator's own
personal computer or through the use of a toll-free telephone number; 4)
enter redemption transactions: Broker or Administrator enters
redemption transactions in the same manner as purchases; 5) account
maintenance: Broker or Administrator provides or arranges to provide
accounting support for all transactions. Broker or Administrator also
wires funds and receives funds for Trust share purchases and
redemptions, confirms and reconciles all transactions, reviews the
activity in the Trust's accounts, and provides training and supervision
of its personnel; 6) interest posting: Broker or Administrator posts
and reinvests dividends to the Trust's accounts; 7) prospectus and
shareholder reports: Broker or Administrator maintains and distributes
current copies of prospectuses and shareholder reports; 8)
advertisements: the Broker or Administrator continuously advertises the
availability of its services and products; 9) customer lists: the Broker
or Administrator continuously provides names of potential customers; 10)
design services: the Broker or Administrator continuously designs
material to send to customers and develops methods of making such
materials accessible to customers; and 11) consultation services: the
Broker or Administrator continuously provides information about the
product needs of customers.
3. During the term of this Agreement, the Trust will reimburse
FSC for payments made by FSC to obtain services pursuant to this
Agreement, a monthly fee computed at the annual rate of up to .35% of
the average aggregate net asset value of the Investment Shares of the
Fountain Square Government Cash Reserves Fund held during the month.
For the month in which this Agreement becomes effective or terminates,
there shall be an appropriate proration of any fee payable on the basis
of the number of days that the Agreement is in effect during the month.
4. FSC may from time-to-time and for such periods as it deems
appropriate reduce its compensation to the extent any classes expenses
exceed such lower expense limitation as FSC may, by notice to the Trust,
voluntarily declare to be effective.
5. FSC will enter into separate written agreements with various
firms to provide certain of the services set forth in Paragraph 1
herein. FSC, in its sole discretion, may pay Brokers and Administrators
a periodic fee in respect of Shares owned from time to time by their
clients or customers. The schedules of such fees and the basis upon
which such fees will be paid shall be determined from time to time by
FSC in its sole discretion.
6. FSC will prepare reports to the Board of Trustees of the
Trust on a quarterly basis showing amounts expended hereunder including
amounts paid to Brokers and Administrators and the purpose for such
payments.
In consideration of the mutual covenants set forth in the
Distributor's Contract dated May 21, 1991 between Fountain Square Funds
and Federated Securities Corp., Fountain Square Funds executes and
delivers this Exhibit on behalf of the Funds, and with respect to the
separate Classes of Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 21st day of May, 1991.
ATTEST: FOUNTAIN SQUARE FUNDS
/s/ Byron F. Bowman By:/s/ J. Christopher Donahue
Secretary President
(SEAL)
ATTEST: FEDERATED SECURITIES CORP.
/s/ S. Elliott Cohan By:/s/ Richard B. Fisher
Secretary President
(SEAL)
Exhibit #6 under Form N-
1A
Exhibit #1 under 601/Reg
S-K
DISTRIBUTOR'S CONTRACT
Exhibit F
FOUNTAIN SQUARE FUNDS
Fountain Square U.S. Government Securities Fund
The following provisions are hereby incorporated and made part of
the Distributor's Contract dated the 21st day of May, 1991, between
Fountain Square Funds and Federated Securities Corp. ("FSC") with
respect to the initial Class of the Fund set forth above.
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the Class.
Pursuant to this appointment FSC is authorized to select a group of
brokers ("Brokers") to sell shares of the above-listed Class ("Shares"),
at the current offering price thereof as described and set forth in the
prospectus, and to render administrative support services to the Trust
and its shareholders. In addition, FSC is authorized to select a group
of Administrators ("Administrators") to render administrative support
services to the Trust and its shareholders.
2. Administrative support services may include, but are not
limited to, the following eleven functions: (1) account openings: the
Broker or Administrator communicates account openings via computer
terminals located on the Broker or Administrator's premises; 2) account
closings: the Broker or Administrator communicates account closings via
computer terminals; 3) enter purchase transactions: purchase
transactions are entered through the Broker or Administrator's own
personal computer or through the use of a toll-free telephone number; 4)
enter redemption transactions: Broker or Administrator enters
redemption transactions in the same manner as purchases; 5) account
maintenance: Broker or Administrator provides or arranges to provide
accounting support for all transactions. Broker or Administrator also
wires funds and receives funds for Trust share purchases and
redemptions, confirms and reconciles all transactions, reviews the
activity in the Trust's accounts, and provides training and supervision
of its personnel; 6) interest posting: Broker or Administrator posts
and reinvests dividends to the Trust's accounts; 7) prospectus and
shareholder reports: Broker or Administrator maintains and distributes
current copies of prospectuses and shareholder reports;
8) advertisements: the Broker or Admnistrator continuously advertises
the availability of its services and products; 9) customer lists: the
Broker or Administrator continuously provides names of potential
customers; 10) design services: the Broker or Administrator
continuously designs material to send to customers and develops methods
of making such materials accessible to customers; and 11) consultation
services: the Broker or Administrator continuously provides information
about the product needs of customers.
3. During the term of this Agreement, the Trust will reimburse
FSC for payments made by FSC to obtain services pursuant to this
Agreement, a monthly fee computed at the annual rate of up to 0.35% of
the average aggregate net asset value of the Shares of the Fountain
Square U.S. Government Fund held during the month. For the month in
which this Agreement becomes effective or terminates, there shall be an
appropriate proration of any fee payable on the basis of the number of
days that the Agreement is in effect during the month.
4. FSC may from time-to-time and for such periods as it deems
appropriate reduce its compensation to the extent any Classes' expenses
exceed such lower expense limitation as FSC may, by notice to the Trust,
voluntarily declare to be effective.
5. FSC will enter into separate written agreements with various
firms to provide certain of the services set forth in Paragraph 1
herein. FSC, in its sole discretion, may pay Brokers and Administrators
a periodic fee in respect of Shares owned from time to time by their
clients or customers. The schedules of such fees and the basis upon
which such fees will be paid shall be determined from time to time by
FSC in its sole discretion.
6. FSC will prepare reports to the Board of Trustees of the
Trust on a quarterly basis showing amounts expended hereunder including
amounts paid to Brokers and Administrators and the purpose for such
payments.
In consideration of the mutual covenants set forth in the
Distributor's Contract dated May 21, 1991 between Fountain Square Funds
and Federated Securities Corp., Fountain Square Funds executes and
delivers this Exhibit on behalf of the Funds, and with respect to the
initial Class of Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 15th day of September, 1992.
ATTEST: FOUNTAIN SQUARE FUNDS
/s/ Jay S. Neuman By:/s/ J. Christopher Donahue
Secretary President
(SEAL)
ATTEST: FEDERATED SECURITIES CORP.
/s/ S. Elliott Cohan By:/s/ Richard B. Fisher
Secretary President
(SEAL)
DISTRIBUTOR'S CONTRACT
Exhibit G
FOUNTAIN SQUARE FUNDS
Fountain Square Quality Bond Fund
The following provisions are hereby incorporated and made part of
the Distributor's Contract dated the 21st day of May, 1991, between
Fountain Square Funds and Federated Securities Corp. ("FSC") with
respect to the initial Class of the Fund set forth above.
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the Class.
Pursuant to this appointment FSC is authorized to select a group of
brokers ("Brokers") to sell shares of the above-listed Class ("Shares"),
at the current offering price thereof as described and set forth in the
prospectus, and to render administrative support services to the Trust
and its shareholders. In addition, FSC is authorized to select a group
of Administrators ("Administrators") to render administrative support
services to the Trust and its shareholders.
2. Administrative support services may include, but are not
limited to, the following eleven functions: (1) account openings: the
Broker or Administrator communicates account openings via computer
terminals located on the Broker or Administrator's premises; 2) account
closings: the Broker or Administrator communicates account closings via
computer terminals; 3) enter purchase transactions: purchase
transactions are entered through the Broker or Administrator's own
personal computer or through the use of a toll-free telephone number; 4)
enter redemption transactions: Broker or Administrator enters
redemption transactions in the same manner as purchases; 5) account
maintenance: Broker or Administrator provides or arranges to provide
accounting support for all transactions. Broker or Administrator also
wires funds and receives funds for Trust share purchases and
redemptions, confirms and reconciles all transactions, reviews the
activity in the Trust's accounts, and provides training and supervision
of its personnel; 6) interest posting: Broker or Administrator posts
and reinvests dividends to the Trust's accounts; 7) prospectus and
shareholder reports: Broker or Administrator maintains and distributes
current copies of prospectuses and shareholder reports;
8) advertisements: the Broker or Admnistrator continuously advertises
the availability of its services and products; 9) customer lists: the
Broker or Administrator continuously provides names of potential
customers; 10) design services: the Broker or Administrator
continuously designs material to send to customers and develops methods
of making such materials accessible to customers; and 11) consultation
services: the Broker or Administrator continuously provides information
about the product needs of customers.
3. During the term of this Agreement, the Trust will reimburse
FSC for payments made by FSC to obtain services pursuant to this
Agreement, a monthly fee computed at the annual rate of up to 0.35% of
the average aggregate net asset value of the Shares of the Fountain
Square Quality Bond Fund held during the month. For the month in which
this Agreement becomes effective or terminates, there shall be an
appropriate proration of any fee payable on the basis of the number of
days that the Agreement is in effect during the month.
4. FSC may from time-to-time and for such periods as it deems
appropriate reduce its compensation to the extent any Classes' expenses
exceed such lower expense limitation as FSC may, by notice to the Trust,
voluntarily declare to be effective.
5. FSC will enter into separate written agreements with various
firms to provide certain of the services set forth in Paragraph 1
herein. FSC, in its sole discretion, may pay Brokers and Administrators
a periodic fee in respect of Shares owned from time to time by their
clients or customers. The schedules of such fees and the basis upon
which such fees will be paid shall be determined from time to time by
FSC in its sole discretion.
6. FSC will prepare reports to the Board of Trustees of the
Trust on a quarterly basis showing amounts expended hereunder including
amounts paid to Brokers and Administrators and the purpose for such
payments.
In consideration of the mutual covenants set forth in the
Distributor's Contract dated May 21, 1991 between Fountain Square Funds
and Federated Securities Corp., Fountain Square Funds executes and
delivers this Exhibit on behalf of the Funds, and with respect to the
initial Class of Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 15th day of September, 1992.
ATTEST: FOUNTAIN SQUARE FUNDS
/s/ Jay S. Neuman By:/s/ J. Christopher Donahue
Secretary President
(SEAL)
ATTEST: FEDERATED SECURITIES CORP.
/s/ S. Elliott Cohan By:/s/ Richard B. Fisher
Secretary President
(SEAL)
DISTRIBUTOR'S CONTRACT
Exhibit H
FOUNTAIN SQUARE FUNDS
Fountain Square Quality Growth Fund
The following provisions are hereby incorporated and made part of
the Distributor's Contract dated the 21st day of May, 1991, between
Fountain Square Funds and Federated Securities Corp. ("FSC") with
respect to the initial Class of the Fund set forth above.
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the Class.
Pursuant to this appointment FSC is authorized to select a group of
brokers ("Brokers") to sell shares of the above-listed Class ("Shares"),
at the current offering price thereof as described and set forth in the
prospectus, and to render administrative support services to the Trust
and its shareholders. In addition, FSC is authorized to select a group
of Administrators ("Administrators") to render administrative support
services to the Trust and its shareholders.
2. Administrative support services may include, but are not
limited to, the following eleven functions: (1) account openings: the
Broker or Administrator communicates account openings via computer
terminals located on the Broker or Administrator's premises; 2) account
closings: the Broker or Administrator communicates account closings via
computer terminals; 3) enter purchase transactions: purchase
transactions are entered through the Broker or Administrator's own
personal computer or through the use of a toll-free telephone number; 4)
enter redemption transactions: Broker or Administrator enters
redemption transactions in the same manner as purchases; 5) account
maintenance: Broker or Administrator provides or arranges to provide
accounting support for all transactions. Broker or Administrator also
wires funds and receives funds for Trust share purchases and
redemptions, confirms and reconciles all transactions, reviews the
activity in the Trust's accounts, and provides training and supervision
of its personnel; 6) interest posting: Broker or Administrator posts
and reinvests dividends to the Trust's accounts; 7) prospectus and
shareholder reports: Broker or Administrator maintains and distributes
current copies of prospectuses and shareholder reports;
8) advertisements: the Broker or Admnistrator continuously advertises
the availability of its services and products; 9) customer lists: the
Broker or Administrator continuously provides names of potential
customers; 10) design services: the Broker or Administrator
continuously designs material to send to customers and develops methods
of making such materials accessible to customers; and 11) consultation
services: the Broker or Administrator continuously provides information
about the product needs of customers.
3. During the term of this Agreement, the Trust will reimburse
FSC for payments made by FSC to obtain services pursuant to this
Agreement, a monthly fee computed at the annual rate of up to 0.35% of
the average aggregate net asset value of the Shares of the Fountain
Square Quality Growth Fund held during the month. For the month in
which this Agreement becomes effective or terminates, there shall be an
appropriate proration of any fee payable on the basis of the number of
days that the Agreement is in effect during the month.
4. FSC may from time-to-time and for such periods as it deems
appropriate reduce its compensation to the extent any Classes' expenses
exceed such lower expense limitation as FSC may, by notice to the Trust,
voluntarily declare to be effective.
5. FSC will enter into separate written agreements with various
firms to provide certain of the services set forth in Paragraph 1
herein. FSC, in its sole discretion, may pay Brokers and Administrators
a periodic fee in respect of Shares owned from time to time by their
clients or customers. The schedules of such fees and the basis upon
which such fees will be paid shall be determined from time to time by
FSC in its sole discretion.
6. FSC will prepare reports to the Board of Trustees of the
Trust on a quarterly basis showing amounts expended hereunder including
amounts paid to Brokers and Administrators and the purpose for such
payments.
In consideration of the mutual covenants set forth in the
Distributor's Contract dated May 21, 1991 between Fountain Square Funds
and Federated Securities Corp., Fountain Square Funds executes and
delivers this Exhibit on behalf of the Funds, and with respect to the
initial Class of Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 15th day of September, 1992.
ATTEST: FOUNTAIN SQUARE FUNDS
/s/ Jay S. Neuman By:/s/ J. Christopher Donahue
Secretary President
(SEAL)
ATTEST: FEDERATED SECURITIES CORP.
/s/ S. Elliott Cohan By:/s/ Richard B. Fisher
Secretary President
(SEAL)
DISTRIBUTOR'S CONTRACT
Exhibit I
FOUNTAIN SQUARE FUNDS
Fountain Square Mid-Cap Fund
The following provisions are hereby incorporated and made part of
the Distributor's Contract dated the 21st day of May, 1991, between
Fountain Square Funds and Federated Securities Corp. ("FSC") with
respect to the initial Class of the Fund set forth above.
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the Class.
Pursuant to this appointment FSC is authorized to select a group of
brokers ("Brokers") to sell shares of the above-listed Class ("Shares"),
at the current offering price thereof as described and set forth in the
prospectus, and to render administrative support services to the Trust
and its shareholders. In addition, FSC is authorized to select a group
of Administrators ("Administrators") to render administrative support
services to the Trust and its shareholders.
2. Administrative support services may include, but are not
limited to, the following eleven functions: (1) account openings: the
Broker or Administrator communicates account openings via computer
terminals located on the Broker or Administrator's premises; 2) account
closings: the Broker or Administrator communicates account closings via
computer terminals; 3) enter purchase transactions: purchase
transactions are entered through the Broker or Administrator's own
personal computer or through the use of a toll-free telephone number; 4)
enter redemption transactions: Broker or Administrator enters
redemption transactions in the same manner as purchases; 5) account
maintenance: Broker or Administrator provides or arranges to provide
accounting support for all transactions. Broker or Administrator also
wires funds and receives funds for Trust share purchases and
redemptions, confirms and reconciles all transactions, reviews the
activity in the Trust's accounts, and provides training and supervision
of its personnel; 6) interest posting: Broker or Administrator posts
and reinvests dividends to the Trust's accounts; 7) prospectus and
shareholder reports: Broker or Administrator maintains and distributes
current copies of prospectuses and shareholder reports;
8) advertisements: the Broker or Admnistrator continuously advertises
the availability of its services and products; 9) customer lists: the
Broker or Administrator continuously provides names of potential
customers; 10) design services: the Broker or Administrator
continuously designs material to send to customers and develops methods
of making such materials accessible to customers; and 11) consultation
services: the Broker or Administrator continuously provides information
about the product needs of customers.
3. During the term of this Agreement, the Trust will reimburse
FSC for payments made by FSC to obtain services pursuant to this
Agreement, a monthly fee computed at the annual rate of up to 0.35% of
the average aggregate net asset value of the Shares of the Fountain
Square Mid-Cap Fund held during the month. For the month in which this
Agreement becomes effective or terminates, there shall be an appropriate
proration of any fee payable on the basis of the number of days that the
Agreement is in effect during the month.
4. FSC may from time-to-time and for such periods as it deems
appropriate reduce its compensation to the extent any Classes' expenses
exceed such lower expense limitation as FSC may, by notice to the Trust,
voluntarily declare to be effective.
5. FSC will enter into separate written agreements with various
firms to provide certain of the services set forth in Paragraph 1
herein. FSC, in its sole discretion, may pay Brokers and Administrators
a periodic fee in respect of Shares owned from time to time by their
clients or customers. The schedules of such fees and the basis upon
which such fees will be paid shall be determined from time to time by
FSC in its sole discretion.
6. FSC will prepare reports to the Board of Trustees of the
Trust on a quarterly basis showing amounts expended hereunder including
amounts paid to Brokers and Administrators and the purpose for such
payments.
In consideration of the mutual covenants set forth in the
Distributor's Contract dated May 21, 1991 between Fountain Square Funds
and Federated Securities Corp., Fountain Square Funds executes and
delivers this Exhibit on behalf of the Funds, and with respect to the
initial Class of Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 15th day of September, 1992.
ATTEST: FOUNTAIN SQUARE FUNDS
/s/ Jay S. Neuman By:/s/ J. Christopher Donahue
Secretary President
(SEAL)
ATTEST: FEDERATED SECURITIES CORP.
/s/ S. Elliott Cohan By:/s/ Richard B. Fisher
Secretary President
(SEAL)
DISTRIBUTOR'S CONTRACT
Exhibit J
FOUNTAIN SQUARE FUNDS
Fountain Square Balanced Fund
The following provisions are hereby incorporated and made part of
the Distributor's Contract dated the 21st day of May, 1991, between
Fountain Square Funds and Federated Securities Corp. ("FSC") with
respect to the initial Class of the Fund set forth above.
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the Class.
Pursuant to this appointment FSC is authorized to select a group of
brokers ("Brokers") to sell shares of the above-listed Class ("Shares"),
at the current offering price thereof as described and set forth in the
prospectus, and to render administrative support services to the Trust
and its shareholders. In addition, FSC is authorized to select a group
of Administrators ("Administrators") to render administrative support
services to the Trust and its shareholders.
2. Administrative support services may include, but are not
limited to, the following eleven functions: (1) account openings: the
Broker or Administrator communicates account openings via computer
terminals located on the Broker or Administrator's premises; 2) account
closings: the Broker or Administrator communicates account closings via
computer terminals; 3) enter purchase transactions: purchase
transactions are entered through the Broker or Administrator's own
personal computer or through the use of a toll-free telephone number; 4)
enter redemption transactions: Broker or Administrator enters
redemption transactions in the same manner as purchases; 5) account
maintenance: Broker or Administrator provides or arranges to provide
accounting support for all transactions. Broker or Administrator also
wires funds and receives funds for Trust share purchases and
redemptions, confirms and reconciles all transactions, reviews the
activity in the Trust's accounts, and provides training and supervision
of its personnel; 6) interest posting: Broker or Administrator posts
and reinvests dividends to the Trust's accounts; 7) prospectus and
shareholder reports: Broker or Administrator maintains and distributes
current copies of prospectuses and shareholder reports;
8) advertisements: the Broker or Admnistrator continuously advertises
the availability of its services and products; 9) customer lists: the
Broker or Administrator continuously provides names of potential
customers; 10) design services: the Broker or Administrator
continuously designs material to send to customers and develops methods
of making such materials accessible to customers; and 11) consultation
services: the Broker or Administrator continuously provides information
about the product needs of customers.
3. During the term of this Agreement, the Trust will reimburse
FSC for payments made by FSC to obtain services pursuant to this
Agreement, a monthly fee computed at the annual rate of up to 0.35% of
the average aggregate net asset value of the Shares of the Fountain
Square Balanced Fund held during the month. For the month in which this
Agreement becomes effective or terminates, there shall be an appropriate
proration of any fee payable on the basis of the number of days that the
Agreement is in effect during the month.
4. FSC may from time-to-time and for such periods as it deems
appropriate reduce its compensation to the extent any Classes' expenses
exceed such lower expense limitation as FSC may, by notice to the Trust,
voluntarily declare to be effective.
5. FSC will enter into separate written agreements with various
firms to provide certain of the services set forth in Paragraph 1
herein. FSC, in its sole discretion, may pay Brokers and Administrators
a periodic fee in respect of Shares owned from time to time by their
clients or customers. The schedules of such fees and the basis upon
which such fees will be paid shall be determined from time to time by
FSC in its sole discretion.
6. FSC will prepare reports to the Board of Trustees of the
Trust on a quarterly basis showing amounts expended hereunder including
amounts paid to Brokers and Administrators and the purpose for such
payments.
In consideration of the mutual covenants set forth in the
Distributor's Contract dated May 21, 1991 between Fountain Square Funds
and Federated Securities Corp., Fountain Square Funds executes and
delivers this Exhibit on behalf of the Funds, and with respect to the
initial Class of Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 15th day of September, 1992.
ATTEST: FOUNTAIN SQUARE FUNDS
/s/ Jay S. Neuman By:/s/ J. Christopher Donahue
Secretary President
(SEAL)
ATTEST: FEDERATED SECURITIES CORP.
/s/ S. Elliott Cohan By:/s/ Richard B. Fisher
Secretary President
(SEAL)
DISTRIBUTOR'S CONTRACT
Exhibit K
FOUNTAIN SQUARE FUNDS
Fountain Square Ohio Tax Free Bond Fund
The following provisions are hereby incorporated and made part of
the Distributor's Contract dated the 21st day of May, 1991, between
Fountain Square Funds and Federated Securities Corp. ("FSC") with
respect to the initial Class of the Fund set forth above.
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the Class.
Pursuant to this appointment FSC is authorized to select a group of
brokers ("Brokers") to sell shares of the above-listed Class ("Shares"),
at the current offering price thereof as described and set forth in the
prospectus, and to render administrative support services to the Trust
and its shareholders. In addition, FSC is authorized to select a group
of Administrators ("Administrators") to render administrative support
services to the Trust and its shareholders.
2. Administrative support services may include, but are not
limited to, the following eleven functions: (1) account openings: the
Broker or Administrator communicates account openings via computer
terminals located on the Broker or Administrator's premises; 2) account
closings: the Broker or Administrator communicates account closings via
computer terminals; 3) enter purchase transactions: purchase
transactions are entered through the Broker or Administrator's own
personal computer or through the use of a toll-free telephone number; 4)
enter redemption transactions: Broker or Administrator enters
redemption transactions in the same manner as purchases; 5) account
maintenance: Broker or Administrator provides or arranges to provide
accounting support for all transactions. Broker or Administrator also
wires funds and receives funds for Trust share purchases and
redemptions, confirms and reconciles all transactions, reviews the
activity in the Trust's accounts, and provides training and supervision
of its personnel; 6) interest posting: Broker or Administrator posts
and reinvests dividends to the Trust's accounts; 7) prospectus and
shareholder reports: Broker or Administrator maintains and distributes
current copies of prospectuses and shareholder reports;
8) advertisements: the Broker or Admnistrator continuously advertises
the availability of its services and products; 9) customer lists: the
Broker or Administrator continuously provides names of potential
customers; 10) design services: the Broker or Administrator
continuously designs material to send to customers and develops methods
of making such materials accessible to customers; and 11) consultation
services: the Broker or Administrator continuously provides information
about the product needs of customers.
3. During the term of this Agreement, the Trust will reimburse
FSC for payments made by FSC to obtain services pursuant to this
Agreement, a monthly fee computed at the annual rate of up to 0.35% of
the average aggregate net asset value of the Shares of the Fountain
Square Ohio Tax Free Bond Fund held during the month. For the month in
which this Agreement becomes effective or terminates, there shall be an
appropriate proration of any fee payable on the basis of the number of
days that the Agreement is in effect during the month.
4. FSC may from time-to-time and for such periods as it deems
appropriate reduce its compensation to the extent any Classes' expenses
exceed such lower expense limitation as FSC may, by notice to the Trust,
voluntarily declare to be effective.
5. FSC will enter into separate written agreements with various
firms to provide certain of the services set forth in Paragraph 1
herein. FSC, in its sole discretion, may pay Brokers and Administrators
a periodic fee in respect of Shares owned from time to time by their
clients or customers. The schedules of such fees and the basis upon
which such fees will be paid shall be determined from time to time by
FSC in its sole discretion.
6. FSC will prepare reports to the Board of Trustees of the
Trust on a quarterly basis showing amounts expended hereunder including
amounts paid to Brokers and Administrators and the purpose for such
payments.
In consideration of the mutual covenants set forth in the
Distributor's Contract dated May 21, 1991 between Fountain Square Funds
and Federated Securities Corp., Fountain Square Funds executes and
delivers this Exhibit on behalf of the Funds, and with respect to the
initial Class of Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 1st day of April, 1993.
ATTEST: FOUNTAIN SQUARE FUNDS
/s/ Jay S. Neuman By:/s/ J. Christopher Donahue
Secretary President
(SEAL)
ATTEST: FEDERATED SECURITIES CORP.
/s/ S. Elliott Cohan By:/s/ E. C. Gonzales
Secretary Executive Vice President
(SEAL)
DISTRIBUTOR'S CONTRACT
Exhibit L
FOUNTAIN SQUARE FUNDS
Fountain Square International Equity Fund
The following provisions are hereby incorporated and made part of
the Distributor's Contract dated the 21st day of May, 1991, between
Fountain Square Funds and Federated Securities Corp. ("FSC") with
respect to the initial Class of the Fund set forth above.
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the Class.
Pursuant to this appointment FSC is authorized to select a group of
brokers ("Brokers") to sell shares of the above-listed Class ("Shares"),
at the current offering price thereof as described and set forth in the
prospectus, and to render administrative support services to the Trust
and its shareholders. In addition, FSC is authorized to select a group
of Administrators ("Administrators") to render administrative support
services to the Trust and its shareholders.
2. Administrative support services may include, but are not
limited to, the following eleven functions: (1) account openings: the
Broker or Administrator communicates account openings via computer
terminals located on the Broker or Administrator's premises; 2) account
closings: the Broker or Administrator communicates account closings via
computer terminals; 3) enter purchase transactions: purchase
transactions are entered through the Broker or Administrator's own
personal computer or through the use of a toll-free telephone number; 4)
enter redemption transactions: Broker or Administrator enters
redemption transactions in the same manner as purchases; 5) account
maintenance: Broker or Administrator provides or arranges to provide
accounting support for all transactions. Broker or Administrator also
wires funds and receives funds for Trust share purchases and
redemptions, confirms and reconciles all transactions, reviews the
activity in the Trust's accounts, and provides training and supervision
of its personnel; 6) interest posting: Broker or Administrator posts
and reinvests dividends to the Trust's accounts; 7) prospectus and
shareholder reports: Broker or Administrator maintains and distributes
current copies of prospectuses and shareholder reports;
8) advertisements: the Broker or Admnistrator continuously advertises
the availability of its services and products; 9) customer lists: the
Broker or Administrator continuously provides names of potential
customers; 10) design services: the Broker or Administrator
continuously designs material to send to customers and develops methods
of making such materials accessible to customers; and 11) consultation
services: the Broker or Administrator continuously provides information
about the product needs of customers.
3. During the term of this Agreement, the Trust will reimburse
FSC for payments made by FSC to obtain services pursuant to this
Agreement, a monthly fee computed at the annual rate of up to 0.35% of
the average aggregate net asset value of the Shares of the Fountain
Square International Equity Fund held during the month. For the month
in which this Agreement becomes effective or terminates, there shall be
an appropriate proration of any fee payable on the basis of the number
of days that the Agreement is in effect during the month.
4. FSC may from time-to-time and for such periods as it deems
appropriate reduce its compensation to the extent any Classes' expenses
exceed such lower expense limitation as FSC may, by notice to the Trust,
voluntarily declare to be effective.
5. FSC will enter into separate written agreements with various
firms to provide certain of the services set forth in Paragraph 1
herein. FSC, in its sole discretion, may pay Brokers and Administrators
a periodic fee in respect of Shares owned from time to time by their
clients or customers. The schedules of such fees and the basis upon
which such fees will be paid shall be determined from time to time by
FSC in its sole discretion.
6. FSC will prepare reports to the Board of Trustees of the
Trust on a quarterly basis showing amounts expended hereunder including
amounts paid to Brokers and Administrators and the purpose for such
payments.
In consideration of the mutual covenants set forth in the
Distributor's Contract dated May 21, 1991 between Fountain Square Funds
and Federated Securities Corp., Fountain Square Funds executes and
delivers this Exhibit on behalf of the Funds, and with respect to the
initial Class of Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 1st day of April, 1994.
ATTEST: FOUNTAIN SQUARE FUNDS
/s/ Jay S. Neuman By:/s/ J. Christopher Donahue
Secretary President
(SEAL)
ATTEST: FEDERATED SECURITIES CORP.
/s/ S. Elliott Cohan By:/s/ John A. Staley, IV
Secretary Executive Vice President
(SEAL)
Exhibit 6(ii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
RESTATEMENT OF
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement is made as of this 14th day
of December, 1989, between Fountain Square Funds, a Massachusetts
business trust (herein called the "Trust"), and Federated Administrative
Services, Inc., a Pennsylvania corporation (herein called ("FAS").
WHEREAS, the Trust is a Massachusetts business trust, consisting of
one or more portfolios, which operates as an open-end management
investment company and will so register under the Investment Company Act
of 1940; and
WHEREAS, pursuant to an Administrative Services Agreement dated
December 1, 1988, the Trust has retained FAS as its Administrator to
provide it with administrative services, and FAS has agreed to render
such services;
WHEREAS, the Fund and FAS has agreed to amend and restate the terms
of their agreement;
NOW, THEREFORE, in consideration of the premises and mutual
convenants set forth herein, the parties hereby amend and restate their
agreement in its entirety as follows:
1. Appointment of Administrator. The Trust hereby appoints FAS
as Administrator of the Trust on the terms and conditions set forth in
this agreement; and FAS hereby accepts such appointment and agrees to
perform the services and duties set forth in Section 2 of this Agreement
in consideration of the compensation provided for in Section 4 hereof.
2. Services and Duties. As Administrator, and subject to the
supervison and control of the Trust's Board of Trustees, FAS will
provide facilities, equipment, and personnel to carry out the following
administrative services for operation of the business and affairs of the
Trust and each of its portfolios:
(a) prepare, file, and maintain the Trust's governing documents,
including the Declaration of Trust (which has already been
prepared and filed), the By-laws, minutes of meetings of
Trustees and shareholders, and proxy statements for meetings
of shareholders;
(b) prepare and file with the Securities and Exchange Commission
and the appropriate state securities authorities the
registration statements for the Trust and the Trust's shares
and all amendments thereto, reports to regulatory authorities
and shareholders, prospectuses, proxy statements, and such
other documents as may be necessary or convenient to enable
the Trust to make a continuous offering of its shares;
(c) prepare, negotiate, and administer contracts on behalf of the
Trust with, among others, the Trust's investment adviser,
distributor, custodian, and transfer agent;
(d) supervise the Trust's custodian in the maintenance of the
Trust's general ledger and in the preparation of the Trust's
financial statements, including oversight of expense accruals
and payments, of the determination of the net asset value of
the Trust's assets and of the Trust's shares, and of the
declaration and payment of dividends and other distributions
to shareholders;
(e) calculate performance data of the Trust for dissemination to
information services covering the investment company industry;
(f) prepare and file the Trust's tax returns;
(g) examine and review the operations of the Trust's custodian and
transfer agent;
(h) coordinate the layout and printing of publicly disseminated
prospectuses and reports;
(i) perform internal audit examinations in accordance with a
charter to be adopted by FAS and the Trust;
(j) assist with the design, development, and operation of the
Trust;
(k) provide individuals reasonably acceptable to the Trust's Board
of Trustees for nomination, appointment, or election as
officers of the Trust, who will be responsible for the
management of certain of the Trust's affairs as determined by
the Trust's Board of Trustees; and
(l) advise the Trust and its Board of Trustees on matters
concerning the Trust and its affairs.
The foregoing, along with any additional services that FAS shall
agree in writing to perform for the Trust hereunder, shall hereafter be
referred to as "Administrative Services." Administrative Services shall
not include any duties, functions, or services to be performed for the
Trust by the Trust's investment adviser, distributor, custodian, or
transfer agent pursuant to their agreements with the Trust.
3. Expenses. FAS shall be responsible for expenses incurred in
providing office space, equipment, and personnel as may be necessary or
convenient to provide the Administrative Services to the Trust,
including the compensation of FAS employees who serve as Trustees or
Officers of the Trust. The Trust shall be responsible for all other
expenses incurred by FAS on behalf of the Trust, including without
limitation postage and courier expenses, printing expenses, travel
expenses, registration fees, filing fees, fees of outside counsel and
independent auditors, insurance premiums, fees payable to trustees who
are not FAS employees, and trade association dues.
4. Compensation. For the Administrative Services provided, the
Trust hereby agrees to pay and FAS hereby agrees to accept as full
compensation for its services rendered hereunder an administrative fee
at an annual rate, payable daily, as specified below:
Maximum Administrative Aggregate Daily Net Assets
Fee of the Trust
.15% on the first $250 million
.125% on the next $250 million
.100% on the next $250 million
.075% on assets in excess of
$750 million
However, in no event shall the administrative fee received during
any year of this contract be less than, or be paid at a rate less than
would aggregate, $50,000, per portfolio.
5. Responsibility of Administrator.
(a) FAS shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Trust in
connection with the matters to which this Agreement
relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in
the performance of its duties or from reckless disregard
by it of its obligations and duties under this Agreement.
FAS shall be entitled to rely on and may act upon advice
of counsel (who may be counsel for the Fund) on all
matters, and shall be without liability for any action
reasonably taken or omitted pursuant to such advice. Any
person, even though also an officer, director, partner,
employee or agent of FAS, who may be or become an
officer, trustee, employee or agent of the Trust, shall
be deemed, when rendering services to the Trust or acting
on any business of the Trust (other than services or
business in connection with the duties of FAS hereunder)
to be rendering such services to or acting solely for the
Trust and not as an officer, director, partner, employee
or agent or one under the control or direction of FAS
even though paid by FAS.
(b) FAS shall be kept indemnified by the Trust and be without
liability for any action taken or thing done by it in
performing the Administrative Services in accordance with
the above standards. In order that the indemnification
provisions contained in this Section 5 shall apply,
however, it is understood that if in any case the Trust
may be asked to indemnify or save FAS harmless, the Trust
shall be fully and promptly advised of all pertinent
facts concerning the situation in question, and it is
further understood that FAS will use all reasonable care
to indentify and notify the Trust promptly concerning any
situation which presents or appears likely to present the
probability of such a claim for indemnification against
the Trust. The Trust shall have the option to defend FAS
against any claim which may be the subject of this
indemnification. In the event that the Trust so elects it
will so notify FAS and thereupon the Trust shall take
over complete defense of the claim, and FAS shall in such
situation initiate no further legal or other expenses for
which it shall seek indemnification under this Section.
FAS shall in no case confess any claim or make any
compromise in any case in which the Trust will be asked
to indemnify FAS except with the Trust's written consent.
6. Duration and Termination.
(a) The initial term of this Agreement shall commence on the
date hereof, and extend for a period of five years
following the date of the commencement of the public
offering of the Trust's shares.
(b) Thereafter, this Agreement shall be automatically renewed
each year for an additional term of one year, unless
notice of termination has been delivered by either party
to the other no less than one year before the beginning
of any such additional term.
7. Amendment. No provision of this Agreement may be changed,
waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which an enforcement of the change,
waiver, discharge or termination is sought.
8. Limitations of Liability. FAS is expressly put on notice of
the limitation of liability as set forth in the Declaration of Trust and
agrees that the obligations assumed by the Trust pursuant to this
Agreement shall be limited in any case to the Trust and its assets and
that FAS shall not seek satisfaction of any such obligations from the
shareholders of the Trust, the Trustees, officers, employees or agents
of the Trust, or any of them.
9. Notices. Notices of any kind to be given to the Trust
hereunder by FAS shall be in writing and shall be duly given if
delivered to the Trust and to its investment adviser at the following
address: 38 Fountain Square Plaza, Cincinatti, Ohio 45202. Notices of
any kind to be given to FAS hereunder by the Fund shall be in writing
and shall be duly given if delivered to FAS at Federated Investors
Tower, Pittsburgh, PA 15222-3779, Attention: President.
10. Miscellaneous. The captions in this Agreement are included
for convenience of reference only and in no way define or delimit any of
the provisions hereof or otherwise affect their construction or effect.
If any provision of this Agreement shall be held or made invalid by a
court or regulatory agency decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby. Subject to
the provisions of Section 5, hereof, this Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their
respective successors and shall be governed by Pennsylvania law;
provided, however, that nothing herein shall be construed in a manner
inconsistent with the Investment Company Act of 1940 or any rule or
regulation promulgated by the Securities and Exchange Commission
thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this amendment
and restatement to be executed by their officers designated below as of
the day and year first above written.
Fountain Square Funds
By /s/ Jeffrey W. Sterling
Vice President
Attest: /s/ Byron F. Bowman
Secretary
Federated Administrative Services, Inc.
By /s/ Byron F. Bowman
Vice President
Attest: /s/ John W. McGonigle
Secretary
Exhibit 8 under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
CUSTODY AGREEMENT
THIS AGREEMENT, is made as of June 2, 1994, by and between THE
FIFTH THIRD BANK, a banking company organized under the laws of the
State of Ohio (the "Custodian") and MORGAN STANLEY TRUST COMPANY, a New
York state chartered trust company ("Sub-Custodian") and approved by
Fountain Square Funds a business trust organized under the laws of the
Commonwealth of Massachusetts (the "Trust").
WITNESSETH:
WHEREAS, the Custodian has been appointed by the Trust as the
Custodian of the assets of its portfolio of funds including the Fountain
Square International Equity Fund (the "Fund").
WHEREAS, the Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Sub-Custodian represents that it is a bank having the
qualifications prescribed in Section 26(a)(1) of the 1940 Act;
NOW, THEREFORE, in consideration of the mutual agreements herein
made, the Sub-Custodian and Custodian hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following
meanings:
1.1 "Authorized Person" means any person or entity named in
Exhibit A hereto as may be amended by the Custodian upon written notice
to Sub-Custodian from time to time.
1.2 "Book-Entry System" shall mean a federal book-entry
system as provided in Subpart O of Treasury Circular No. 300, 31 CFR
306, in Subpart B of 31 CFR Part 350, or in such book-entry regulations
of federal agencies as are substantially in the form of such Subpart O.
1.3 "Business Day" shall mean any day recognized as a
settlement day by the New York Stock Exchange, Inc. and any other day
for which the Fund computes the net asset value of the Fund.
1.4 "NASD" shall mean the National Association of Securities
Dealers, Inc.
1.5 "Oral Instructions" shall mean instructions orally
transmitted to and accepted by the Sub-Custodian because such
instructions are: (i) reasonably believed by the Sub-Custodian to have
been given by an Authorized Person, (ii) kept among the records of the
Sub-Custodian made in the ordinary course of business and (iii) orally
confirmed by the Sub-Custodian. The Custodian shall cause all Oral
Instructions to be confirmed by Written Instructions. If such Written
Instructions confirming Oral Instructions are not received by the Sub-
Custodian prior to a transaction, it shall in no way affect the validity
of the transaction or the authorization thereof by the Custodian. If
Oral Instructions vary from the Written Instructions which purport to
confirm them, the Sub-Custodian shall notify the Custodian of such
variance but such Oral Instructions will govern unless the Sub-Custodian
has not yet acted.
1.6 "Custody Account" shall mean any account in the name of
the Fund, which is provided for in Section 3.2 below.
1.7 "Proper Instructions" shall mean Oral Instructions or
Written Instructions. Proper Instructions may be continuing Written
Instructions when deemed appropriate by both parties.
1.8 "Securities Depository" shall mean the Depository Trust
Company and (provided that Custodian shall have received a copy of a
resolution of the Board of Trustees, certified by an Officer,
specifically approving the use of such clearing agency as a depository
for the Trust) any other clearing agency registered with the Securities
and Exchange Commission under Section 17A of the Securities and Exchange
Act of 1934 (the "1934 Act"), which acts as a system for the central
handling of Securities where all Securities of any particular class or
series of an issuer deposited within the system are treated as fungible
and may be transferred or pledged by bookkeeping entry without physical
delivery of the Securities and in the case of foreign securities
depositories shall mean Euroclear, Cedel or any other securities
depository or clearing agency organized under the laws of a country
other than the United States that acts as a system for the central
handling of Securities, within the meaning of the 1940 Act.
1.9 "Securities" shall include, without limitation, common
and preferred stocks, bonds, call options, put options, debentures,
notes, bank certificates of deposit, bankers' acceptances, mortgage-
backed securities, other money market instruments or other obligations,
and any certificates, receipts, warrants or other instruments or
documents representing rights to receive, purchase or subscribe for the
same, or evidencing or representing any other rights or interests
therein, or any similar property or assets that the Sub-Custodian has
the facilities to clear and to service.
1.10 "Written Instructions" shall mean (i) written
communications actually received by the Sub-Custodian and signed by an
Authorized Person, or (ii) communications by telex or any other such
system from an Authorized Person, or (iii) communications transmitted
electronically through the Institutional Delivery System (IDS), or any
other similar electronic instruction system acceptable to Sub-Custodian
and Custodian.
ARTICLE II
APPOINTMENT OF CUSTODIAN
2.1 Appointment. The Custodian hereby constitutes and
appoints the Sub-Custodian as custodian of the Securities and cash owned
by or in the possession of the Fund at any time during the period of
this Agreement which are delivered to the Sub-Custodian, provided that
such Securities or cash at all times shall be and remain the property of
the Fund.
2.2 Acceptance. The Sub-Custodian hereby accepts appointment
as such custodian and agrees to perform the duties thereof as
hereinafter set forth.
2.3 Procedures. The Sub-Custodian shall maintain a written
set of procedures for the Fund's Investment Advisor in performing
activities in connection with this Agreement, a copy of which shall be
provided to the Custodian as such may be amended from time to time by
the Sub-Custodian.
ARTICLE III
CUSTODY OF CASH AND SECURITIES
3.1 Segregation. All Securities and non-cash property held
by the Sub-Custodian for the account of the Fund, except Securities
maintained in a Securities Depository or Book-Entry System, shall be
segregated as permitted by the 1940 Act and held and identified as
subject to this Agreement.
3.2 Custody Account. The Sub-Custodian shall open and
maintain on its books and records a custody account in the name of the
Fund, subject only to Proper Instruction, in which the Sub-Custodian
shall enter and carry all Securities, cash and other assets of the Fund
which are delivered to it.
3.3 Appointment of Sub-Custodian. The Sub-Custodian shall
provide a list in Exhibit B of bank and trust companies who are
qualified to act as a custodian under the 1940 Act and shall use only
those sub-custodians for the Fund where Sub-Custodian has received
Proper Instructions. In its discretion, the Sub-Custodian may appoint,
and at any time remove, any bank or trust company listed on Exhibit B
hereto, as such Exhibit B may be amended from time to time by written
notice to the Custodian. The Sub-Custodian and its sub-custodians will
hold Securities and cash of the Fund and carry out such other provisions
of this Agreement as it may determine, and may also open and maintain
one or more banking accounts with such bank or trust company, provided,
however, that the appointment of any such sub-custodian shall not
relieve the Sub-Custodian of any of its obligations or liabilities under
this Agreement.
3.4 Delivery of Assets to Custodian. The Custodian shall
deliver, or cause to be delivered, to the Sub-Custodian all of the
Fund's Securities, cash and other assets, including (a) all payments of
income, payments of principal and capital distributions received by the
Fund with respect to such Securities, cash or other assets owned by the
Fund at any time during the period of this Agreement, and (b) all cash
received by the Fund for the issuance, at any time during such period,
of Shares. The Sub-Custodian shall not be responsible for such
Securities, cash or other assets until actually received by it.
3.5 Securities Depositories and Book-Entry Systems. The Sub-
Custodian may deposit and/or maintain Securities of the Fund in a
Securities Depository or in a Book-Entry System, subject to the
following provisions:
(a) Prior to a deposit of Securities of the Fund in any
Securities Depository or Book-Entry System, the Custodian
shall deliver to the Sub-Custodian Proper Instructions,
authorizing and instructing the Sub-Custodian on an on-
going basis to deposit in such Securities Depository or
Book-Entry System all Securities eligible for deposit
therein and to make use of such Securities Depository or
Book-Entry System to the extent possible and practical in
connection with its performance hereunder, including,
without limitation, in connection with settlements of
purchases and sales of Securities, loans of Securities,
and deliveries and returns of collateral consisting of
Securities.
(b) Securities of the Fund kept in a Book-Entry System or
Securities Depository shall be kept in an account
("Depository Account") of the Sub-Custodian in such Book-
Entry System or Securities Depository which includes only
assets held by the Sub-Custodian as a fiduciary,
custodian or otherwise for customers.
(c) The records of the Sub-Custodian with respect to
Securities of the Fund maintained in a Book-Entry System
or Securities Depository shall, by book-entry, or
otherwise identify such Securities as belonging to the
Fund.
(d) If Securities purchased by the Fund in the United States
are to be held in a Book-Entry System or Securities
Depository, the Sub-Custodian shall pay for such
Securities upon (i) receipt of advice from the Book-Entry
System or Securities Depository that such Securities have
been transferred to the Depository Account, and (ii) the
making of an entry on the records of the Sub-Custodian to
reflect such payment and transfer for the account of the
Fund. If Securities sold by the Fund are held in a Book-
Entry System or Securities Depository, the Sub-Custodian
shall transfer such Securities upon (i) receipt of advice
from the Book-Entry System or Securities Depository that
payment for such Securities has been transferred to the
Depository Account, and (ii) the making of an entry on
the records of the Sub-Custodian to reflect such transfer
and payment for the account of the Fund.
(e) Upon request, the Sub-Custodian shall provide the Fund
with copies of any report (obtained by the Sub-Custodian
from a Book-Entry System or Securities Depository in
which Securities of the Fund is kept) on the internal
accounting controls and procedures for safeguarding
Securities deposited in such Book-Entry System or
Securities Depository.
(f) Anything to the contrary in this Agreement
notwithstanding, the Sub-Custodian shall be liable to the
Trust and the Custodian for any loss or damage to the
Fund resulting from any negligence or willful misconduct
on the part of Sub-Custodian or any sub-custodian
appointed pursuant to Section 3.3 above or any of its or
their employees in its use of a Book-Entry System or
Securities Depository. At its election, the Trust shall
be subrogated to the rights of the Sub-Custodian with
respect to any claim against a Book-Entry System or
Securities Depository or any other person for any loss or
damage to the Funds arising from the use of such Book-
Entry System or Securities Depository, if and to the
extent that the Trust has not been made whole for any
such loss or damage.
3.6 Disbursement of Moneys from Custody Accounts. Upon
receipt of Proper Instructions, the Sub-Custodian shall disburse moneys
from a Fund Custody Account but only in the following cases:
(a) For the purchase of Securities for the Fund consistent
with local market practice;
(b) In connection with the conversion, exchange or surrender,
as set forth in Section 3.7(f) below, of Securities owned
by the Fund;
(c) For the payment of any dividends or capital gain
distributions declared by the Fund;
(d) In payment of the redemption price of Shares;
(e) For the payment of any expense or liability incurred by
or on behalf of the Fund, including but not limited to
the following payments for the account of the Fund:
interest, taxes, administration, investment advisory,
accounting, auditing, transfer agent, custodian, trustee
and legal fees, and other operating expenses of a Fund;
in all cases, whether or not such expenses are to be in
whole or part capitalized or treated as deferred
expenses;
(f) For transfer in accordance with the provisions of any
agreement among the Sub-Custodian and a broker-dealer
registered under the 1934 Act and a member of the NASD,
relating to compliance with rules of The Options Clearing
Corporation and of any registered national securities
exchange (or of any similar organization or
organizations) regarding escrow or other arrangements in
connection with transactions by the Fund;
(g) For transfer in accordance with the provisions of any
agreement among the Fund, the Sub-Custodian, and a
futures commission merchant registered under the
Commodity Exchange Act, relating to compliance with the
rules of the Commodity Futures Trading Commission and/or
any contract market (or any similar organization or
organizations) regarding account deposits in connection
with transactions by the Fund;
(h) For the funding of any uncertificated time deposit or
other interest-bearing account with any banking
institution, which deposit or account has a term of one
year or less; and
(i) For any other purposes, upon receipt of Proper
Instructions.
(j) The Sub-Custodian may act as the Custodian's agent in
foreign exchange transactions in accordance with Proper
Instructions.
3.7 Delivery of Securities from Fund Custody Accounts. Upon
receipt of Proper Instructions, the Sub-Custodian shall release and
deliver Securities from a Custody Account but only in the following
cases:
(a) Upon the sale of Securities for the account of the Fund
but only against receipt of payment therefor in cash, by
certified or cashiers check or bank credit;
(b) In the case of a sale effected through a Book-Entry
System or Securities Depository, in accordance with the
provisions of Section 3.5 above;
(c) To an Offeror's depository agent in connection with
tender or other similar offers for Securities of the
Fund; provided that, in any such case, the cash or other
consideration is to be delivered to the Sub-Custodian;
(d) To the issuer thereof or its agent (i) for transfer into
the name of the Fund, the Custodian or a sub-custodian
appointed pursuant to Section 3.3 or 4.3, or of any
nominee or nominees of any of the foregoing, or (ii) for
exchange for a different number of certificates or other
evidence representing the same aggregate face amount or
number of units; provided that, in any such case, the new
Securities are to be delivered to the Sub-Custodian;
(e) For exchange or conversion pursuant to any plan or
merger, consolidation, recapitalization, reorganization
or readjustment of the issuer of such Securities, or
pursuant to provisions for conversion contained in such
Securities, or pursuant to any deposit agreement,
including surrender or receipt of underlying Securities
in connection with the issuance or cancellation of
depository receipts; provided that, in any such case, the
new Securities and cash, if any, are to be delivered to
the Sub-Custodian;
(f) Upon receipt of payment therefor pursuant to any
repurchase or reverse repurchase agreement entered into
by a Fund;
(g) In the case of warrants, rights or similar Securities,
upon the exercise thereof, provided that, in any such
case, the new Securities and cash, if any, are to be
delivered to the Sub-Custodian;
(h) For delivery in connection with any loans of Securities
of the Fund, but only against receipt of such collateral
as the Fund shall have specified in Proper Instructions;
(i) For delivery as security in connection with any
borrowings by the Fund requiring a pledge of assets by
the Fund, but only against receipt by the Sub-Custodian
of the amounts borrowed;
(j) Pursuant to any authorized plan of liquidation,
reorganization, merger, consolidation or recapitalization
of the Fund;
(k) For deliver in accordance with the provisions of any
agreement among the Trust, the Custodian and a broker-
dealer registered under the 1934 Act and a member of the
NASD, relating to compliance with the rules of The
Options Clearing Corporation and of any registered
national securities exchange (or of any similar
organization or organizations) regarding escrow or other
arrangements in connection with transactions by the Trust
on behalf of the Fund;
(l) For delivery in accordance with the provisions of any
agreement among the Trust on behalf of the Fund, the
Custodian, and a futures commission merchant registered
under the Commodity Exchange Act, relating to compliance
with the rules of the Commodity Futures Trading
Commission and/or any contract market (or any similar
organization or organizations) regarding account deposits
in connection with transactions by the Trust on behalf of
the Fund; or
(m) For any other purposes, upon receipt of Proper
Instructions.
3.8 Actions Not Requiring Proper Instructions. Unless the
Sub-Custodian receives Proper Instructions to the contrary, the Sub-
Custodian may, and may authorize any sub-custodian with respect to the
Custody Account held for the Fund;
(a) Subject to Section 8.4, collect all income and other
payments to which the Fund is entitled either by law or
pursuant to custom in the securities business;
(b) Present for payment and, subject to Section 8.4, collect
the amount payable upon all Securities which may mature
or be called, redeemed, or retired, or otherwise become
payable;
(c) Endorse for collection, in the name of the Fund, checks,
drafts and other negotiable instruments;
(d) Surrender interim receipts or Securities in temporary
form for Securities in definitive form;
(e) Execute, as Sub-Custodian, any necessary declarations or
certificates of ownership under the federal income tax
laws or the laws or regulations of any other taxing
authority now or hereafter in effect, and prepare and
submit reports to the Internal Revenue Service ("IRS")
and to the Fund at such time, in such manner and
containing such information as is prescribed by the IRS;
(f) Hold for the Fund, either directly or, with respect to
Securities held therein, through a Book-Entry System or
Securities Depository, all rights and similar securities
issued with respect to Securities of the Fund;
(g) Execute in the name of the Fund such ownership and other
certificates as may be required to obtain the payment of
income from Securities;
(h) Make payments to itself or others for ordinary and
necessary expenses of handling Securities and Cash in the
Custody Account provided that all such payments shall be
accounted for to the Custodian;
(i) Pay or cause to be paid, from the Custody Account, any
and all taxes and levies in the nature of taxes or
licenses imposed on property in the Custody Account by
any governmental authority in connection with custody of
and transactions in such property;
(j) Take non-discretionary action and mandatory corporate
actions; and
(k) In general, attend to all non-discretionary details in
connection with sale, exchange, substitution, purchase,
transfer and other dealers with Securities and assets of
the Fund.
3.9 Proper Instructions; Authorized Persons. (a) Except as
otherwise provided in this Agreement, all payments of monies, all
transfers, exchanges or deliveries of Property and all responses to
corporate actions shall be made or taken only upon receipt by the Sub-
Custodian of Proper Instructions; provided that such Proper Instructions
are timely received by the Sub-Custodian on or prior to any applicable
deadlines.
(b) The Custodian represents and warrants to the Sub-
Custodian that each Authorized Person listed in Exhibit A, as amended,
is authorized to issue Proper Instructions on behalf of the Custodian
and the Fund. Prior to delivery of any property to the Sub-Custodian,
the Sub-Custodian shall provide a list of designated system user ID
numbers and passwords which the Custodian shall assign to Authorized
Persons. The Sub-Custodian shall assume that an Electronic Transmission
received and identified by a system user ID number and password was sent
by an Authorized Person. The Sub-Custodian agrees to provide additional
designated system user ID numbers and passwords as needed by the
Custodian. The Custodian authorizes the Sub-Custodian to receive, act
and rely upon any Proper Instructions that have been issued, or purport
to have been issued, by an Authorized Person.
(c) Any Authorized Person may cancel/correct or otherwise
amend any Proper Instruction received by the Sub-Custodian. An
amendment or cancellation of a Proper Instruction to deliver or receive
any security or funds in connection with a trade will not be processed
once a trade has settled.
3.10 Registration and Transfer of Securities. (a) All
Securities held for the Fund that are issued or issuable only in bearer
form shall be held by the Sub-Custodian in that form, provided, however,
that any such Securities that are eligible for Book-Entry System shall
be held in a Book-Entry System for the account of the Custodian on
behalf of the Fund. All Securities held for the Fund may be registered
in the name of the Trust on behalf of the Fund, the Custodian, the Sub-
Custodian, or any sub-custodian appointed pursuant to Section 3.3 or
4.1, or in the name of any nominee of any of them, or in the name of a
Book-Entry System, Securities Depository or any nominee of either
thereof; provided, however, that such Securities are identified on the
books of the Sub-Custodian as specifically for the Custodian on behalf
of the Fund. The Sub-Custodian shall be furnished appropriate
instruments to enable the Sub-Custodian to hold or deliver in proper
form for transfer, or to register in the name of any of the nominees
hereinabove referred to or in the name of a Book-Entry System or
Securities Depository, any Securities registered in the name of the
Trust on behalf of the Fund.
(b) Where the Sub-Custodian has been instructed by Proper
Instructions not to register Securities in the name of the Sub-
Custodian, a sub-custodian or such entity's nominee, the Sub-Custodian
shall not be responsible for any failure to collect dividends or other
income or participate in any such corporate action with respect to such
Securities.
3.11 Records. (a) The Sub-Custodian shall maintain complete
and accurate records with respect to Securities, cash or other property
held for the Fund, including (i) journals or other records of original
entry containing an itemized daily record in detail of all receipts and
deliveries of Securities and all receipts and disbursements of cash;
(ii) ledgers (or other records) reflecting (A) Securities in transfer,
(B) Securities in physical possession, (C) monies and Securities
borrowed and monies and Securities loaned (together with a record of the
collateral therefor and substitutions of such collateral), (D) dividends
and interest received, and (E) dividends receivable and interest
accrued; and (iii) canceled checks and bank records related thereto.
The Sub-Custodian shall keep such other books and records of the Fund as
the Trust shall reasonably request, or as may be required by the 1940
Act and the rules and regulations promulgated thereunder, including, but
not limited to Section 31 and Rules 31a-1 and 31a-2 promulgated
thereunder.
(b) All such books and records maintained by the Sub-
Custodian shall (i) be maintained in a form acceptable to the Trust and
Custodian; (ii) be the property of the Trust on behalf of the Fund and
at all times during the regular business hours of the Sub-Custodian be
made available upon request for inspection by duly authorized officers,
employees or agents of the Trust and the Custodian and employees or
agents of the Securities and Exchange Commission, and (iii) if required
to be maintained by Rule 31a-1 under the 1940 Act, be preserved for the
periods prescribed in Rule 31a-2 under the 1940 Act.
3.12 Fund Reports. The Sub-Custodian shall furnish the
Custodian with such reports and other information as may be reasonably
requested.
3.13 Other Reports. The Sub-Custodian shall provide the
Custodian with such reports, as may be reasonably requested from time to
time, on the internal accounting controls and procedures for
safeguarding Securities, which are employed by the Sub-Custodian. With
respect to sub-custodians appointed pursuant to Section 3.3 or 4.1, the
Sub-Custodian shall furnish to the Custodian and Fund upon request such
information regarding internal accounting controls and procedures for
safeguarding Securities.
3.14 Proxies and Other Materials. The Sub-Custodian shall
cause all proxies if any, relating to Securities which are not
registered in the name of the Fund, to be promptly executed by the
registered holder of such Securities, without indication of the manner
in which such proxies are to be voted, and shall include all other proxy
materials, if any, and promptly deliver to the Custodian such proxies,
all proxy soliciting materials, which should include all other proxy
materials, if any, and all notices relating to such Securities.
3.15 Information on Corporate Actions. Sub-Custodian will
promptly notify the Custodian of corporate actions, affecting the
Securities in the Account upon its receipt thereof. Sub-Custodian will,
upon receipt of Proper Instruction or in accordance with Section 3.8
respond within the required deadline, to affect such action for receipt
or payment for the Fund. For those responses received after the
deadline, Sub-Custodian will affect such action as it deems advisable in
accordance with the default option provided by local market practice
and/or the issuer of the Securities. Fractional shares resulting from
corporate action shall be treated in accordance with local market
practices.
ARTICLE IV
FUNDS HELD OUTSIDE OF THE UNITED STATES
4.1 Appointment of Foreign Sub-Custodians. The Custodian on
behalf of the Fund hereby authorizes and instructs the Sub-Custodian to
employ as sub-custodians for the Fund's Securities and other assets
maintained outside the United States the foreign institutions listed on
Exhibit B hereto, as such Exhibit may be amended from time to time by
the Custodian ("foreign sub-custodians"). The Custodian, upon giving of
Proper Instructions, may instruct the Sub-Custodian to employ or to
cease the employment of any one or more such sub-custodians for
maintaining custody of the Fund's assets.
4.2 Foreign Sub-Custodians. Except as may otherwise be
agreed upon in writing, assets of the Fund shall at all times be
maintained in the custody of an "Eligible Foreign Custodian" as defined
in or exempt under the 1940 Act. Such arrangements shall include entry
into agreements containing the provisions set forth in Section 4.4
hereof.
4.3 Segregation of Securities. (a) The Sub-Custodian may
hold property for all of its customers with a sub-custodian in a single
account identified as belonging to the Sub-Custodian for the benefit of
its customers.
(b) The Sub-Custodian shall identify on its books as
belonging to the Fund, the Securities of the Fund held by each foreign
sub-custodian. Each sub-custodian shall identify Securities on such
foreign sub-custodian's books as separate from any property held by such
sub-custodian other than property of the Sub-Custodian's customers held
solely for the benefit of customers of the Sub-Custodian. In the event
the sub-custodian holds property in a securities depository or clearing
agency, such foreign sub-custodian shall be required by its agreement
with the Sub-Custodian to identify on its books such property as being
held for the account of the Sub-Custodian as custodian for its customers
or in such other manner as is required by local law or market practice.
4.4 Agreements with Foreign Sub-Custodian. Each agreement
with a foreign sub-custodian shall be approved by the Custodian and
shall provide that: (a) the Fund's assets will not be subject to any
right, charge, security interest, lien or claim of any kind in favor of
the foreign sub-custodian or its creditors or agent, except a claim of
payment for their safe custody or administration; (b) beneficial
ownership of the Fund's assets will be freely transferable without the
payment of money or value other than for custody or administration; (c)
adequate records will be maintained separately identifying the assets;
(d) officers of or auditors employed by, or other representatives of the
Fund and Sub-Custodian, including to the extent permitted under
applicable law the independent public accountants for the Fund, will be
given access to the books and records of the foreign sub-custodian
relating to its actions under its agreement with the Sub-Custodian; and
(e) assets of the Fund held by the foreign sub-custodian will be subject
only to the instructions of the Sub-Custodian or its agents.
4.5 Access of Independent Accountants of the Fund. Upon
request of the Fund or Custodian, the Sub-Custodian will cooperate and
use its best efforts to arrange for the independent accountants of the
Fund to be afforded access to the books and records of any foreign sub-
custodian employed insofar as such books and records relate to the
performance of such foreign sub-custodian under its agreement with the
Sub-Custodian.
4.6 Transactions in Foreign Custody Account.
(a) Except as otherwise provided in paragraph (b) of this
Section 4.6, the provision of Section 3 of this Agreement
shall apply, equally to the Securities of the Fund held
outside the United States by foreign sub-custodians.
(b) Notwithstanding any provision of this Agreement to the
contrary, settlement and payment for securities received
for the account of the Fund and delivery of securities
maintained for the account of the Fund may be effected in
accordance with the customary established securities
trading or securities processing practices and procedures
in the jurisdiction or market in which the transaction
occurs, including, without limitation, delivering
securities to the purchaser thereof or to a dealer
therefor (or an agent for such purchaser or dealer)
against a receipt with the expectation of receiving later
payment for such securities from such purchaser or
dealer.
(c) Securities maintained in the custody of a foreign sub-
custodian may be maintained in the name of such entity's
nominee to the same extent as set forth in Section 3 of
this Agreement, and the Fund agreed to hold any such
nominee harmless from any liability as a holder of record
of such securities.
4.7 Liability of Foreign Sub-Custodians. Each agreement
pursuant to which the Sub-Custodian employs a foreign banking
institution as a foreign sub-custodian shall to the extent applicable
require the institution to exercise the customary standard of care in
the performance of its duties and to indemnify, and hold harmless, the
Sub-Custodian for the benefit of the Fund from and against any loss,
damage, cost, expense, liability or claim arising out of or in
connection with the institution's performance of such obligations. At
the election of the Fund, it shall be entitled to be subrogated to the
rights of the Sub-Custodian with respect to any claims against a foreign
sub-custodian as a consequence of any such loss, damage, cost, expense,
liability or claim if and to the extent that the Fund has not been made
whole for any such loss, damage, cost, expense, liability or claim.
4.8 Liability of Sub-Custodian. The Sub-Custodian shall be
liable for the acts or omissions of a foreign sub-custodian to the same
extent as set forth with respect to sub-custodians generally under
Section 8.1 in this Agreement and, regardless of whether assets are
maintained in the custody of a foreign sub-custodian.
4.9 Monitoring Responsibilities. The Sub-Custodian shall
furnish annually to the Fund, during the month of August, information
concerning the foreign sub-custodians employed by the Sub-Custodian as
well as all regular reports distributed during the year. Such
information shall be similar in kind and scope to that furnished to the
Fund in connection with the initial approval of this Agreement. In
addition, the Sub-Custodian will promptly inform the Fund in the event
that the Sub-Custodian learns of any material loss, misappropriation or
theft of the assets of the Fund or in the case of any foreign sub-
custodian not the subject of an exemptive order from the Securities and
Exchange Commission that Sub-Custodian learns there appears to be a
substantial likelihood that its shareholders' equity will decline below
$200 million (U.S. dollars or the equivalent thereof) or that its
shareholders' equity has declined below $200 million (in each case
thereof) or that its shareholders' equity has declined below $200
million (in each case computed in accordance with generally accepted
U.S. accounting principles).
4.10 Tax Law. The Sub-Custodian shall have no responsibility
or liability for any obligations now or hereafter imposed on the Fund or
the Sub-Custodian as custodian of the Fund by the tax law of the United
States of America or any state or political subdivision thereof. It
shall be the responsibility of the Fund to notify the Sub-Custodian of
the obligations imposed on the Fund or the Sub-Custodian as custodian of
the Fund by the tax law of jurisdictions other than those mentioned in
the above sentence, including responsibility for withholding and other
taxes, assessments or other governmental charges, certifications and
governmental reporting. The sole responsibility of the Sub-Custodian
with regard to such tax law shall be to use reasonable efforts to assist
the Fund with respect to any claim for exemption or refund under the tax
law of any jurisdiction for which the Fund has provided such
information.
ARTICLE V
INVESTMENTS OF THE FUND
5.1 Deposit Accounts. All cash received by the Sub-Custodian
for the Custody Account shall be placed in deposit accounts maintained
by the Sub-Custodian for the benefit of the Fund with sub-custodians or
other deposit taking institutions with Proper Instructions and, shall
earn interest at the rates and times as agreed between the Sub-Custodian
and Custodian. The Custodian acknowledges that any such credit balances
shall not be accompanied by the benefit of any governmental insurance.
5.2 Payment for Securities Sold, etc. The Sub-Custodian will
credit the relevant Custody Account, upon actual receipt of final
payment thereof, with (i) proceeds from the sale of Securities, (ii)
proceeds from the redemption of Securities or other assets of the Fund,
and (iii) income from cash, Securities or other assets of the Fund.
5.3 Advances by Sub-Custodian for Settlement. (a) The Sub-
Custodian shall not be under any obligation to pay out moneys to cover
the cost of a purchase of Securities of the Fund, if in the relevant
Custody Account there is insufficient cash available to the Fund for
which such purchase was made. The Sub-Custodian may, in its sole
discretion and from time to time, advance funds to the Fund (i) to
facilitate the settlement of transactions on behalf of the Fund in its
Custody Account or (ii) pursuant to an agreed schedule of credits for
dividends and interest payments on Securities. Any such advance shall
be repayable immediately upon demand made by Sub-Custodian.
(b) The Sub-Custodian shall be entitled to charge interest
for any such credit extension at rates to be agreed upon from time to
time.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES
(a) The Custodian represents and warrants that (i) the
execution, delivery and performance of this Agreement are within the
Custodian's power and authority and have been duly authorized by all
requisite action (corporate or otherwise) of the Fund and (ii) this
Agreement and each extension of short-term credit extended to or
arranged fro the benefit of the Fund in accordance with Section 5.3
shall at all times constitute a legal, valid and binding obligation of
the Fund enforceable against the Fund.
(b) The Sub-Custodian represents and warrants that (i) the
execution, delivery and performance of this Agreement are within the Sub-
Custodian's power and authority and have been duly authorized by all
requisite action (corporate or otherwise) of the Fund and (ii) this
Agreement constitutes the legal, valid and binding obligation of the Sub-
Custodian enforceable against the Sub-Custodian in accordance with its
terms.
ARTICLE VII
SEGREGATED ACCOUNTS
Upon receipt of Proper Instructions and appropriate account
documentation, the Sub-Custodian shall establish and maintain a
segregated account or accounts for and on behalf of the Fund, into which
account or accounts may be transferred cash and/or Securities, including
Securities maintained in a Depository Account,
(a) in accordance with the provisions of any agreement among
the Trust, the Custodian, the Sub-Custodian and a broker-
dealer registered under the 1934 Act and a member of the
NASD (or any futures commission merchant registered under
the Commodity Exchange Act), relating to compliance with
the rules of The Options Clearing Corporation and of any
registered national securities exchange (or the Commodity
Futures Trading Commission or any registered contract
market), or of any similar organization or organizations,
regarding escrow or other arrangements in connection with
transactions by the Fund.
(b) for purposes of segregating cash or Securities in
connection with securities options purchased or written
by the Fund or in connection with financial futures
contracts (or options thereon) purchased or sold by the
Fund,
(c) which constitute collateral for loans of Securities made
by the Fund,
(d) for purposes of compliance by the Trust with requirements
under the 1940 Act for the maintenance of segregated
accounts by registered investment companies in connection
with reverse repurchase agreements and when-issued,
delayed delivery and firm commitment transactions, and
(e) for other purposes, but only upon receipt of Proper
Instructions.
ARTICLE VIII
CONCERNING THE SUB-CUSTODIAN
8.1 Standard of Care. The Sub-Custodian shall be held to the
exercise of reasonable care in carrying out its obligations under this
Agreement, and shall be without liability to the Fund, Trust and the
Custodian for any loss, damage, cost, expense (including attorneys' fees
and disbursements), liability or claim unless such loss, damages, cost,
expense, liability or claim arises from negligence, bad faith,
intentional or willful misconduct on the part of its officers, employees
or agents or on the part of any sub-custodian appointed pursuant to
Section 3 and 4. The Sub-Custodian shall not be under any obligation at
any time to ascertain whether the Fund is in compliance with the 1940
Act, the regulations thereunder, the provisions of the Trust's charter
documents or by-laws, or its investment objectives and policies as then
in effect.
8.2 Actual Collection Required. The Sub-Custodian shall not
be liable for, or considered to be the custodian of, any cash belonging
to the Fund or any money represented by a check, draft or other
instrument for the payment of money, until the Sub-Custodian or its
agents actually receive such cash or collect on such instrument.
8.3 No Responsibility for title, etc. So long as and to the
extent that it is in the exercise of reasonable care, the Sub-Custodian
shall not be responsible for the title, validity or genuineness of any
property or evidence of title thereto received or delivered by it
pursuant to this Agreement.
8.4 Limitation on Duty to Collect. Sub-Custodian shall not
be required to enforce collection, by legal means or otherwise, of any
money or property due and payable with respect to Securities held for
the Fund if such Securities are in default or payment is not made after
due demand or presentation.
8.5 Reliance Upon Documents and Instructions. The Sub-
Custodian shall be entitled to rely upon any certificate, notice or
other instrument in writing received by it and reasonably believed by it
to be genuine. The Sub-Custodian shall be entitled to rely upon any
Proper Instructions actually received by it pursuant to this Agreement.
8.6 Express Duties Only. The Sub-Custodian shall have no
duties or obligations whatsoever except such duties and obligations as
are specifically set forth in this Agreement, and no covenant or
obligation shall be implied in this Agreement against the Sub-Custodian.
8.7 Cooperation. The Sub-Custodian shall cooperate with and
supply necessary information, to the entity or entities appointed by the
Trust to keep the books of account of the Fund and/or compute the value
of the assets of the Fund. The Sub-Custodian shall take all such
reasonable actions as the Trust or Custodian may from time to time
request to enable the Trust to obtain, from year to year, favorable
opinions from the Trust's independent accountants with respect to the
Sub-Custodian's activities hereunder in connection with (a) the
preparation of the Trust's report on Form N-1A and Form N-SAR and any
other reports required by the Securities and Exchange Commission, and
(b) the fulfillment by the Trust of any other requirements of the
Securities and Exchange Commission.
ARTICLE IX
INDEMNIFICATION
9.1 Indemnification. The Custodian shall indemnify and hold
harmless the Sub-Custodian and any sub-custodian appointed pursuant to
this Agreement, and any nominee of the Sub-Custodian or any such sub-
custodian from and against any loss, damage, cost, expense (including
attorney's fees and disbursements), liability (including, without
limitation, liability arising under the Securities Act of 1933, the 1934
Act, the 1940 Act, and any state or foreign securities and/or banking
laws) or claim arising directly or indirectly (a) from the fact that
Securities are registered in the name of any such nominee, or (b) from
any action or inaction by the Sub-Custodian or such sub-custodian upon
Proper Instructions, or (c) from the performance of its obligations
under this Agreement or any sub-custody agreement with a sub-custodian
appointed pursuant to this Agreement or, in the case of any such sub-
custodian, from the performance of its obligations under such sub-
custody agreement, provided, however, that neither the Sub-Custodian nor
any such sub-custodian shall be indemnified and held harmless from and
against any such loss, damage, cost, expense, liability or claim arising
from the Sub-Custodian's or such sub-custodian's negligence, bad faith,
intentional or willful misconduct.
9.2 Indemnity to be Provided. If an Authorized Person
requests the Sub-Custodian to take any action with respect to
Securities, which may, in the opinion of the Sub-Custodian, result in
the Sub-Custodian or its nominee becoming liable for the payment of
money or incurring liability of some other form, the Sub-Custodian shall
not be required to take such action until the Custodian shall have
provided indemnity therefor.
ARTICLE X
FORCE MAJEURE
Neither the Sub-Custodian (and its sub-custodians) nor the
Custodian shall be liable for any failure or delay in performance of its
obligations under this Agreement arising out of or caused, directly or
indirectly, by circumstances beyond its reasonable control, including,
without limitation, acts of God; earthquakes; fires; floods; wars; civil
or military disturbances; sabotage; strikes; epidemics; riots; power
failures; and any such circumstances beyond its reasonable control as
may cause interruption, loss or malfunction of utility, transportation,
computer (hardware or software) or telephone communication service;
accidents; labor disputes, acts of civil or military authority;
governmental actions; or inability to obtain labor, material, equipment
or transportation; provided, however, that the Sub-Custodian in the
event of a failure or delay shall take whatever action is reasonable to
ameliorate the effects of any such failure or delay and shall treat the
Fund fairly and equally with its other customers and securities.
ARTICLE XI
EFFECTIVE PERIOD; TERMINATION
11.1 Effective Period. This Agreement shall begin as of the
date that the Fund becomes effective (the "Effective Date") and shall
continue in effect for the Fund for eighteen (18) months from the
Effective Date. Thereafter, this Agreement shall continue subject to
the provisions for termination and all of the other terms and conditions
hereof and Custodian shall not have notified the Trust and Sub-Custodian
in writing at least sixty (60) days prior to the anniversary date of
this Agreement in any year thereafter that it does not desire such
continuation with respect to the Fund. Notwithstanding any provision in
this Agreement, this Agreement may be terminated at any time without the
payment of any penalty: (a) if the Custodian receives from the Trustees
of the Trust or by a vote of a majority of the outstanding voting
securities (as defined in Section 2(a)(42) of the Act) of the Fund sixty
(60) days' written notice to terminate the Sub-Custodian and Custodian
so notifies the Sub-Custodian; or (b) by Custodian or Sub-Custodian of
not less than ninety (90) days written notice to the other party to the
Agreement after the initial eighteen (18) month term.
11.2 Successor. Either party hereto may terminate this
Agreement by giving to the other party a notice in writing specifying
the date of such termination in accordance with Section 11.1. If a
successor custodian or Sub-Custodian shall have been appointed by the
Board of Trustees, the Sub-Custodian shall, upon receipt of a notice of
acceptance by the successor, on such specified date of termination (a)
deliver directly to the successor custodian all Securities (other than
Securities held in a Book-Entry System or Securities Depository) and
cash then owned by the Trust and held by the Sub-Custodian as custodian,
and (b) transfer any Securities held in a Book-Entry System or
Securities Depository to an account of or for the benefit of the Trust
at the successor custodian, provided that the Custodian shall have paid
to the Sub-Custodian all fees, expenses and other amounts to the payment
or reimbursement of which it shall then be entitled. Upon such delivery
and transfer, the Sub-Custodian shall be relieved of all obligations
under this Agreement. The Trust may at any time immediately terminate
this Agreement in the event of the appointment of a conservator or
receiver for the Sub-Custodian by regulatory authorities in the State of
New York or upon the happening of a like event at the direction of an
appropriate regulatory agency or court of competent jurisdiction.
11.3 Failure to Appoint Successor Custodian. If a successor
custodian is not designated on or before the date of termination
specified pursuant to Section 11.1 above, then the Sub-Custodian shall
have the right to deliver to a bank or trust company of its own
selection, which is (a) a "Bank" as defined in the 1940 Act, (b) has
aggregate capital, surplus and undivided profits as shown on its then
most recent published report of not less than $200 million, and (c) is
doing business in New York, New York, all Securities, cash and other
property held by Sub-Custodian under this Agreement and to transfer to
an account of or for the Trust at such bank or trust company all
Securities of the Trust held in a Book-Entry System or Securities
Depository. Upon such delivery and transfer, such bank or trust company
shall be the successor Sub-Custodian under this Agreement and the Sub-
Custodian shall be relieved of all obligations under this Agreement.
If, after reasonable inquiry, Sub-Custodian cannot find a successor Sub-
Custodian as contemplated in this Section 11.3, then Sub-Custodian shall
have the right to deliver to the Custodian all Securities and cash then
owned by the Fund and to transfer any Securities held in a Book-Entry
System or Securities Depository to an account of or for the Fund.
ARTICLE XII
COMPENSATION OF CUSTODIAN
The Sub-Custodian shall be entitled to compensation as agreed upon
herein by the Custodian and the Sub-Custodian. The fees and other
charges in effect on the date hereof and applicable to the Fund are set
forth in Exhibit C attached hereto and are effective for the initial
term. Thereafter, Sub-Custodian may only increase fees upon 90 days
prior written notice to the Custodian.
ARTICLE XIII
LIMITATION OF LIABILITY
It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, shareholders, nominees,
officers, agents or employees of the Trust personally, but shall bind
only the trust property of the Trust as provided in the Trust's
Agreement and Declaration of Trust, dated September 15, 1988, as from
time to time amended.
ARTICLE XIV
NOTICES
Unless otherwise specified herein, all demands, notices,
instructions, and other communications to be given hereunder shall, be
in writing and shall be sent or delivered to the receipt at the address
set forth after its name herein below:
To the Sub-Custodian: Morgan Stanley Trust Company
One Pierrepont Plaza
Brooklyn, New York 11201
Attn.: President
Telephone: (718) 754-4627
Facsimile: (718) 754-6160
To the Custodian: The Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Attn.: Mutual Fund Administration
Telephone: (513) 579-6056
Facsimile: (513) 744-7577
or at such other address as either party shall have provided to the
other by notice given in accordance with this Article XIII. Writing
shall include transmission by or through teletype, facsimile, central
processing unit connection, on-line terminal and magnetic tape.
ARTICLE XV
MISCELLANEOUS
15.1 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
Jurisdiction and venue shall be proper in the County of domicile of
either party within either the State of Ohio or the State of New York.
15.2 No Waiver. No failure by either party hereto to exercise
and no delay by such party in exercising, any right hereunder shall
operate as a waiver thereof. The exercise by either party hereto of any
right hereunder shall not preclude the exercise of any other right, and
the remedies provided herein are cumulative and not exclusive of any
remedies provided at law or in equity.
15.3 Amendments. This Agreement cannot be changed orally and
no amendments to this Agreement shall be effective unless evidenced by
an instrument in writing executed by the parties hereto.
15.4 Counterparts. This Agreement may be executed in one or
more counterparts, and by the parties hereto on separate counterparts,
each of which shall be deemed an original but all of which together
shall constitute but one and the same instrument.
15.5 Severability. If any provision of this Agreement shall
be invalid, illegal or unenforceable in any respect under any applicable
law, the validity, legality and enforceability of the remaining
provisions shall not be affected or impaired thereby.
15.6 Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns; provided, however, that this
Agreement shall not be assignable by either party hereto without the
written consent of the other party hereto.
15.7 Headings. The headings of sections in this Agreement are
for convenience of reference only and shall not affect the meaning or
construction of any provision of this Agreement.
IN WITNESS WHEREOF, each of the parties hereto have caused this
Agreement to be executed and delivered in its name and on its behalf by
its representatives thereunto duly authorized, subject to the approval
of the Trust's Board of Trustees, all as of the day and year first above
written.
ATTEST: MORGAN STANLEY TRUST COMPANY
By:
Its:
ATTEST: THE FIFTH THIRD BANK
By:/s/ Scott N. Degerberg
Its: Vice President
Exhibit A
List of Authorized Persons
Exhibit B
MORGAN STANLEY TRUST COMPANY
MARKET COVERAGE LIST
May 1994
COUNTRY AGENT
Argentina Citibank, N.A.
Australia Australia and New Zealand Bank
Austria Euroclear
Cash Only: Creditanstalt Bankverein
Belgium Banque Bruxelles Lambert
Botswana* Barclays Bank of Botswana
Brazil Banco de Boston
Canada Toronto Dominion Bank
Chile Citibank, N.A.
China, Shanghai Hongkong & Shanghai Bank Corp.
China, Shenzhen Hongkong & Shanghai Bank Corp.
Colombia Cititrust
Denmark Euroclear
Cash Only: Den Danske Bank
Finland Euroclear
Cash Only: Union Bank of Finland
France Banque Indosuez
Germany BHF Bank
Ghana* Barclays Bank of Ghana
Greece Citibank N.A.
Hong Kong Hongkong & Shanghai Bank Corp.
Hungary Euroclear (see Austria)
Citibank Budapest
India Hongkong & Shanghai Bank Corp.
Indonesia Hongkong & Shanghai Bank Corp.
Ireland Allied Irish Bank
Israel* Bank Leumi
Italy Barclays Bank
Japan Morgan Stanley International**
Mutual Fund Clients: Mitsubishi Bank Ltd
Jordan* Arab Bank plc
Korea Standard Chartered Bank
Malaysia Oversea Chinese Banking Corp.
COUNTRY AGENT
Mexico Citibank N.A.
Morocco Banque Commerciale du Maroc
Netherlands ABN Amro Bank
New Zealand Bank of New Zealand
Norway Euroclear
Cash Only: Den Norske Bank
Pakistan Standard Chartered Bank
Papua New Guinea Australia and New Zealand Bank
(see Australia)
Peru Citibank N.A.
Philippines Hongkong & Shanghai Bank Corp.
Poland Citibank S.A.
Portugal Banco Comercial Portugues
Singapore Oversea Chinese Banking Corp.
Spain Banco Santander
Sri Lanka Hongkong & Shanghai Bank Corp.
Sweden Euroclear
Cash Only: Svenaka Handelsbanken
Switzerland JP Morgan
Taiwan Hongkong & Shanghai Bank Corp.
Thailand Standard Chartered Bank
Turkey Citibank N.A.
United Kingdom Barclays Bank PLC
USA DTC
National Westminster
Uruguay Citibank N.A.
Venezuela Citibank N.A.
Zimbabwe* Barclays Bank of Zimbabwe
*Not operational until sub-custody agreement is secured.
**Not an eligible foreign custodian under Rule 17F-5.
Exhibit C
Fountain Square International Equity Fund
Global Custody Fee Schedule
Sub-Custodian: Morgan Stanley Trust Company
1. All-in fee of 12 basis points per annum on the average assets in
custody (billed monthly) for investments made in the EAFE (Europe,
Australia, Far East) Index countries. Transactions are included
up to a volume of 2,500 trades per annum. The following
transaction fees apply above 2,500.
Country Transaction Fee
Australia $60
Austria $40
Belgium $70
Denmark $40
Finland $40
France $80
Hong Kong $40
Germany $40
Italy $40
Japan $35
Malaysia $60
Netherlands $40
New Zealand $90
Norway $40
Singapore $90
Spain $40
Sweden $40
Switzerland $40
UK $50
2. Total annual fees:
Asset Level Annual Custody Fees
$50 million $60,000
$75 million $75,000
$100 million $120,000
Minimum Annual Fee: $50,000
3. Fee Schedule - Non EAFE Countries
Country Custody Rate Transaction Rate
Argentina .45% $150
Brazil .40% $50
Canada .08% $50
Chile .55% $125
China .45% $200
Colombia .90% $175
Greece .95% $200
Hungary .60% $210
India .60% $200
Indonesia .40% $200
Jordan .45% $200
Mexico .30% $100
Nigeria .60% $200
Pakistan .35% $150
Peru .65% $175
Philippines .20% $100
Poland .65% $200
Portugal .50% $150
South Africa .12% $125
South Korea .25% $100
Sri Lanka .25% $100
Taiwan .30% $150
Thailand .15% $150
Turkey .25% $150
Uruguay .60% $100
Venezuela 1.25% $150
Zimbabwe .50% $200
Exhibit 9 under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
TRANSFER AGENCY AND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT, effective as of December 12, 1989 by and between
FOUNTAIN SQUARE FUNDS, a Massachusetts business trust (the "Trust")
acting with respect to the Fountain Square Treasury Obligations Fund and
the Fountain Square Commercial Paper Fund (the "Fund") and such others,
as may be added and THE FIFTH THIRD BANK, an Ohio banking corporation
("Bank").
WITNESSETH THAT:
WHEREAS, the Trust is an investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Bank and Trust have entered into a contract whereby
the Bank has been appointed Custodian to hold the administer the cash
and securities of the Funds; and
WHEREAS, the Trust desires to hire Bank to serve as its transfer
agent, dividend disbursing agent and accounting services agent, and Bank
is willing to act in such capacities upon the terms and conditions
herein set forth;
NOW THEREFORE, in consideration of the premises and of the mutual
convenants herein contained, the parties hereto, intending to be legally
bound, hereby agree as follows:
SECTION I
TRANSFER AGENT SERVICES
1.01. APPOINTMENT.
Bank is hereby appointed transfer agent for the shares of
the Trust and shall also act as dividend disbursing agent for the Trust,
and Bank accepts such appointment and agrees to act in such capacities
under the terms and conditions set forth herein.
1.02. DOCUMENTATION.
The Trust will furnish from time to time the following
documents:
A. Each resolution of the Board of Trustees of the Trust
authorizing the original issue of its shares;
B. Each Registration Statement filed with the Securities
and Exchange Commission and amendments thereof;
C. Certified copies of each resolution of the Board of
Trustees authorizing officers to give instructions to
Bank;
D. Specimens of all new forms of share certificates
accompanied by Board of Trustees' resolutions
approving such forms; and
E. Such other documents or opinions which Bank may, in
its discretion, reasonably deem necessary or
appropriate in the proper performance if its duties.
1.03. BANK TO RECORD SHARES.
Bank shall record the issuance of shares of the Trust and maintain
pursuant to applicable rules of the Securities and Exchange Commission a
record of the total number of shares of each series of the Trust which
are authorized, based upon data provided to it by the Trust, and issued
and outstanding. Bank shall also provided to it by the Trust on a
regular basis or upon reasonable request with the total number of shares
which are authorized and issued and outstanding, but shall have no
obligation when recording the issuance of the Trust's shares, except as
otherwise set forth herein, to monitor the issuance of such shares or to
take cognizance of any laws relating to the issue or sale of such
shares, which functions shall be the sole responsibility of the Trust.
1.04. BANK TO VALIDATE TRANSFERS.
Upon receipt of a proper request for transfer and upon
surrender to Bank of certificates, if any, in proper form for transfer,
Bank shall approve such transfer and shall take all necessary steps to
effectuate the transfer as indicated in the transfer request. Upon
approval of the transfer, Bank shall notify the Trust in writing of each
such transactions and shall make appropriate entries on the shareholder
records maintained by Bank.
1.05. SHARE CERTIFICATES.
If the Trust authorizes the issuance of share certificates
and an investor requests a share certificate, Bank will countersign and
mail, by insured first class mail, a share certificate to the investor
at his address as set forth on the transfer books of the Trust, subject
to any other instructions for delivery of certificates. The Trust shall
supply Bank with a sufficient supply of blank share certificates and
from time to tome shall renew such supply upon request of Bank. Such
blank share certificates shall be properly signed, manually or, if
authorized by the Trust, by facsimile; and notwithstanding the death,
resignation or removal of any officers of the Trust authorized to sign
share certificates, Bank may continue to countersign certificates which
bear the manual or facsimile signature of such officer until otherwise
directed by the Trust. In case of the alleged loss or destruction of
any shares certificate, no new certificate shall be issued in lieu
thereof, unless there shall first be furnished an appropriate bond
satisfactory to Bank and the Trust, issued by a surety company
satisfactory to Bank and the Trust.
1.06. PURCHASE ORDERS.
Upon receipt of an order for the purchase of shares of the
Trust, accompanied by sufficient information to enable Bank to establish
a shareholder account, Bank shall, as of the next determination of net
asset value after receipt of such order in accordance with the Trust's
then current prospectus and statement of additional information, compute
the number of shares due to the shareholder, credit the share account of
the investor, subject to collection of the funds, with the number of
shares so purchased, shall notify the Trust and the custodian of the
Trust (the "Custodian") in writing or by computer report at the close of
each business day of such transactions and shall mail to the investor a
confirmation of such credit when requested to do so by the Trust.
1.07. DIVIDENDS AND DISTRIBUTIONS.
The Trust shall furnish Bank with appropriate evidence of
trustee action authorizing the declaration of dividends and other
distributions. bank shall establish procedures in accordance with the
Trust's then current prospectus and statement of additional information
and with other authorized actions of the Trust any required information
for each dividend and other distribution. After deducting any amount
required to be withhold by any applicable laws, Bank shall, as agent for
each shareholder who so requests, invest the dividends and other
distributions in full and fractional shares in accordance with the
Trust's then current prospectus and statement of additional information.
If an investor has elected to receive dividends or other distributions
in cash, then Bank shall disburse dividends to shareholders of record in
accordance with the Trust's then current prospectus and statement of
additional information. bank shall notify the Trust and the Custodian
of the estimated amount of cash required to pay such dividend or
distribution, and the Trust shall cause the Custodian to make available
sufficient funds therefor in the appropriate account of the Trust. bank
shall mail to the shareholders monthly statements, as requested by the
Trust, showing the number of full and fractional shares and the net
asset value per share of shares so credited. When requested by the
Trust, Bank shall prepare and file with the Internal Revenue Service,
and when required, shall address and mail to shareholders, such returns
and information relating to dividends and distributions paid by the
Trust as are required to be so prepared, filed and mailed by applicable
laws, rules and regulations.
1.08. REDEMPTIONS.
Bank shall process, in accordance with the Trust's then
current prospectus and statement of additional information, each order
for the redemption of shares accepted by Bank. Upon its approval of
such redemption transactions, Bank, if requested by the Trust, shall
mail to investor a conformation showing trade date, number of full and
fractional shares redeemed, the price per share and the total redemption
proceeds. For such redemption, Bank shall either: (a) prepare checks
in the appropriate amounts for approval and verification by the Trust
and signature by an authorized officer of Bank and mail the checks to
the appropriate person, or (b) in the event redemption proceeds are to
be wired through the Federal Reserve Wire system or by bank wire, cause
such proceeds to be wired in federal funds to the bank account
designated by the investor, or (c) effectuate such other redemption
procedures which are authorized by the Trust's Board of Trustees or its
then current prospectus and statement of additional information. The
requirements as to instruments of transfer and other documentation, the
applicable redemption price and the time of payment shall be as provided
in the then current prospectus and statement of additional information,
subject to such supplemental instructions as may be furnished by the
Trust and accepted by Bank: If Bank or the Trust determines that a
request for redemption does not comply with the requirements for
redemptions, Bank shall promptly notify the investor indicating the
reason therefor. Bank shall notify the Trust and the Custodian on each
business day of the amount of cash required to meet payments made
pursuant to the provisions of this Section 1.08, and, on the basis of
such notice, the Trust shall cause the Custodian to make available from
time to time sufficient funds therefor in the appropriate account of the
Trust. The authority of Bank to perform its responsibilities under
Section 1.06, Section 1.07 and this Section 1.08 shall be suspended upon
receipt of written notification by it of the suspension of the
determination of the Trust's net asset value.
1.09 BOOKS AND RECORDS.
Bank shall maintain records for each investor's account
showing the following:
A. Names, addresses and tax identifying numbers;
B. Number of shares held of each series;
C. Historical information regarding the account of each
shareholder, including dividends and distributions
distributed in cash or invested in shares;
D. Information with respect to the source of all
dividends and distributions allocated among income,
realized short-term gains and realized long-term
gains;
E. Any instructions from a shareholder including all
forms furnished by the Trust and executed by a
shareholder with respect to (i) dividend or
distribution elections and (ii) elections with respect
to payment options in connection with the redemption
of shares;
F. Any correspondence relating to the current maintenance
of a shareholder's account;
G. Certificate numbers and denominations for any
shareholder holding certificates;
H. Any stop or restraining order placed against the
account; and
I. Information with respect to withholding in the case of
a foreign account or an account for which withholding
is required by the Internal Revenue Code of 1986, as
amended (the "Code").
All of the records prepared and maintained by Bank pursuant to
this Section 1.09 will be the property of the Trust. In the event this
Agreement is terminated, all records shall be delivered to the Trust or
to any person designated by the trust at the Trust's expense, and Bank
shall be relieved of responsibility for the preparation and maintenance
of any such records delivered to the Trust or any such person.
1.10. CONFIRMATIONS/REPORTS.
Bank shall furnish to the Trust periodically the
following information:
(a) A copy of the transaction register;
(b) Dividend and reinvestment blotters;
(c) The total number of shares issued and outstanding in
each state for "blue sky" purposes as determined
according to instructions delivered from time to time
by the Trust to Bank;
(d) Shareholder lists and statistical information;
(e) Payments to third parties relating to distribution
agreements, allocations of sales loads, redemption
fees, or other transaction - or sales-related
payments; and
(f) Such other information as may be agreed upon from time
to time.
Bank shall prepare in the appropriate form, file with the Internal
Revenue Service and appropriate state agencies, and, if required, mail
to shareholders of the Trust, such notices for reporting dividends and
distributions paid as are required to be so filed and mailed and shall
withhold such sums as are required to be withheld under applicable
federal and state income tax laws, rules, and regulations.
1.11. OTHER DUTIES.
In addition to and not in lieu of the services set forth
above, Bank shall:
(1) Perform all of the customary services of a transfer agent,
dividend disbursing agent and, as relevant, agent in
connection with accumulation, open-account or similar plans
(including without limitation any period investment plan or
periodic withdrawal program), including but not limited to:
maintaining all shareholder accounts, preparing shareholder
meeting lists, mailing proxies, receiving and tabulating
proxies, mailing shareholder reports and prospectuses to
current shareholders, withholding taxes on accounts subject
to back-up or other withholding (including non-resident
alien accounts), preparing and filing reports on U.S.
Treasury Department Form 1099 and other appropriate forms
required with respect to dividends and distributions by
federal authorities for all shareholders, preparing and
mailing confirmations and statements of account to
shareholders for all purchases and redemptions of shares and
other conformable transactions in shareholder accounts,
preparing and mailing activity statements for shareholders,
and providing shareholder account information;
(2) provide a system which will enable the Trust to monitor the
total number of shares sold in each state ("blue sky
reporting"). The Trust shall (i) identify to Bank those
transactions and assets to be treated as exempt from the
blue sky reporting for each state and (ii) verify the
classification of transactions for each state on the system
prior to activation and thereafter monitor the daily
activity for each state. The responsibility of Bank for the
Trust's blue sky state registration status is solely limited
to the recording of the initial classification of
transactions or accounts with regard to blue sky compliance
and the reporting of such transactions and accounts to the
Trust as provided above:
(3) Bank shall answer correspondence from Shareholders of the
Trust relating to their share accounts and such other
correspondence as may from time to time be addressed to
Bank.
(4) Bank shall mail proxy cards and other material supplied to
it by the Trust in connection with Shareholder Meetings of
the Trust; receive, examine and tabulate returned proxies;
and certify the vote of the shareholders; and
(5) Bank shall establish and maintain facilities and procedures
for safekeeping of stock certificates, check forms, and
facsimile signature imprinting devices, if any; and for the
preparation or use, and for keeping account of, such
certificates, forms and devices.
SECTION II
ACCOUNTING SERVICES
2.01. APPOINTMENT.
Bank is hereby appointed to provide the Trust with certain
accounting services, and Bank accepts such appointment and agrees to
provide such services under the terms and conditions set forth herein.
2.02. GENERAL LEDGER.
Bank will maintain and keep current the general ledger for
each series of the Trust, recording all income and expenses, capital
share activity and security transactions of the Trust. Bank will
prepare and maintain a daily valuation of all securities and other
assets of the Trust in accordance with the amortized cost method of
valuation described in Rule 2a-7 under the 1940 Act. Bank shall have no
responsibility to maintain daily market valuations of the Trust's
portfolio securities or to ensure compliance with Rule 2a-7 under the
1940 Act.
2.03. RECORDS AND REPORTS.
Bank will maintain such books and records as are necessary
to enable it to perform its duties under this Agreement. Bank will
periodically provide reports to the Trust and its authorized agents
regarding share purchases and redemptions and trial balances of the
Funds. In addition, Bank will prepare and maintain complete, accurate
and current records with respect to the Trust required to be maintained
by the Trust under the Code and Under the 1940 Act and will preserve
said records in the manner and for the periods prescribed in the Code
and such rules and regulations. The retention of such records shall be
at the expense of the Trust. All of the records prepared and maintained
by Bank pursuant to this Section 2.03 which are required to be
maintained by the Trust under the Code and the 1940 Act will be the
property of the Trust. In the event this Agreement is terminated, all
such records shall be delivered to the Trust or to any person designated
by the Trust at the Trust's expense, and Bank shall be relieved of
responsibility for the preparation and maintenance of any such records
delivered to the Trust or any such person.
2.04 PAYMENT OF THE TRUST'S EXPENSES.
Bank shall process each request received from the Trust or
its authorized agents for payment of the Trust's expenses. Upon receipt
of written instructions signed by an officer or other authorized agent
of the Trust, Bank shall prepare checks in the appropriate amounts which
shall be signed by an authorized officer of Bank and mailed to the
appropriate party.
2.05. COOPERATION WITH ACCOUNTANTS.
Bank shall cooperate with and assist the Trust's independent
public accountants and shall take all reasonable action in the
performance o fits obligations under this Agreement to assure that the
necessary information is made available to such accountants for the
expression of their unqualified opinion where required for any document
for the Trust.
2.06. FORM N-SAR.
Bank shall maintain such record within its control and as
shall be requested by the Trust to assist the Trust in fulfilling the
requirements of Form N-SAR.
SECTION III
FEES AND CHARGES
For performing its services under this Agreement, each
series of the Trust shall pay Bank a fee in accordance with the schedule
attached hereto as Schedule A and shall reimburse Bank for any out-of-
pocket expenses and advances which are to be paid by the Trust in
accordance with Section IV of the Agreement. All fees and advances will
be billed by Bank at the end of each month. Payment by the Trust will
be due within thirty business days of receipt of the invoice.
SECTION IV
EXPENSES
Bank shall furnish, at its expense and without cost to the
Trust (i) the services of its personnel to the extent that such services
are required to carry out its obligations under this Agreement and (ii)
use of data processing equipment. All costs and expenses not expressly
assumed by Bank under this Section IV shall be paid by the Trust,
including, but not limited to costs and expenses for postage, enveloped,
checks, drafts, continuous forms, reports, communications, statements
and other materials, telephone, telegraph and remote transmission lines,
use of outside mailing firms, necessary outside record storage, media
for storage or records (e.g., microfilm, microfiche, computer tapes),
printing, confirmations and any other shareholder correspondence and any
and all assessments, taxes or levies assessed on Bank for services
provided under this Agreement.
SECTION V
ACCESS TO BANK'S RECORDS
Bank shall arrange for the Trust and its authorized agents
to have direct access with Bank through a telecommunications system
allowing the Trust and its authorized agents to place purchase,
redemption and other transaction orders and providing access to
distribution factors, yields and account balances. This arrangement
shall be in effect during Bank's normal business hours.
SECTION VI
COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS
Except as otherwise provided in this Agreement and except
for the accuracy of information furnished to it by Bank, the Trust
assumes full responsibility for the preparation, contents and
distribution of each prospectus and statement of additional information
of the Trust, for complying with all applicable requirements of the 1940
Act and any other laws, rules and regulations of governmental
authorities having jurisdiction.
SECTION VII
CONFIDENTIALITY
Bank agrees to treat all records and other information
relative to the trust and its prior, present or potential shareholders
confidentially and Bank on behalf of itself and its employees agrees to
keep confidential all such information, except (after prior notification
to and approval in writing by the Trust, which approval shall not be
unreasonably withheld and may not be withheld where Bank may be exposed
to civil or criminal contempt proceedings for failure to comply) when
requested to divulge such information by duly constituted authorities or
when so requested by the Trust.
SECTION VIII
REFERENCES TO BANK
The Trust shall not circulate any printed matter which
contains any reference to Bank without the prior written approval of
Bank, expecting solely such printed matter as merely identifies Bank as
Transfer Agent, Dividend Disbursing Agent and Accounting Services Agent.
The Trust will submit printed matter requiring approval to Bank in draft
form, allowing sufficient time for review by Bank and its counsel prior
to any deadline for printing.
SECTION IX
EQUIPMENT FAILURES
In the event of equipment failure beyond Bank;s control,
Bank shall take all steps necessary to minimize service interruptions
but shall have no liability with respect thereto. Bank shall endeavor
to enter into one or more agreements making provision for emergency use
of electronic data processing equipment to the extent appropriate
equipment is available.
SECTION X
STANDARD OF CARE/INDEMNIFICATION
10.01 STANDARD OF CARE.
Bank shall be held to a standard of reasonable care in
carrying out the provisions of this Agreement; provide, however, that
Bank shall be held to any higher standard of care which would be imposed
upon Bank by any applicable law or regulation as if such stated standard
of care was not part of the Agreement.
10.02 INDEMNIFICATION BY TRUST.
Bank shall not be responsible for and the Trust shall
indemnify and hold Bank harmless against any and all losses, damages,
costs, charges, counsel fees, payments, expenses, and liability arising
out of or attributable to:
(1) The Trust's refusal or failure to comply with the
terms of this Agreement, or which arise out of the
Trust's lack of good faith, negligence or willful
misconduct or which arise out of the breach of any
representation or warranty of the Trust hereunder.
(2) The reliance on or use by Bank or its agents of
subcontractors of information, records, and documents
in proper form which
(a)are received by Bank or its agents or
subcontractors and furnished to it by or on behalf
of the Trust, its shareholders, or investors
regarding the purchase, redemption, or transfer of
shares and shareholder account information, or
(b) have been prepared and/or maintained by the Trust
or its affiliated or any other person or firm on
behalf of the Trust.
(3) The reliance on, or the carrying out by Bank or its
agents or subcontractors of instructions of the Trust.
(4) The offer or sale of shares of the Trust in violation
of any requirement under the federal securities laws
or regulations or the securities laws or regulations
of any state that such shares be registered in such
state or in violation of any stop order or other
determination or ruling by any federal agency or any
state with respect to the offer or sale of such shares
in such state.
Provided, however, that Bank shall not be protected by this
Section 10.02 from liability for any act or omission resulting from
Bank;s lack of good faith, negligence, willful misconduct, or failure to
meet the standard of care set forth hereinabove.
10.03 INDEMNIFICATION BY BANK
Bank shall indemnify and hold the Trust harmless from an
against any and all losses, damages, costs, charges, counsel fees,
payments, expenses, and liability arising out of or attributed to any
action or failure or omission to act by Bank as a result of Bank's lack
of good faith, negligence, willful misconduct, or failure to meet the
standard of care set forth hereinabove.
10.04 RELIANCE.
At any time Bank may apply to any officer of the Trust for
instructions, and may consult with legal counsel with respect to any
matter arising in connection with the services to be performed by Bank
under this Agreement, and Bank shall be indemnified by the Trust for any
action reasonably taken or omitted by it in reliance upon such
instructions or upon the opinion of such counsel provided such action is
not in violation of applicable federal or state laws or regulations.
Bank, its agents and subcontractors shall be protected and indemnified
in recognizing stock certificates which are reasonably believed to bear
the proper manual or facsimile signatures of the officers of the Trust,
and the proper countersignature of any former transfer agent or
registrar, or of a co-transfer agent or co-registrar.
10.05 NOTIFICATION.
In order that the indemnification provisions contained in
this Section X shall apply, upon the assertions of a claim for which
either party may be required to indemnify the other, the party seeking
indemnification shall promptly notify the other party of such assertion,
and shall keep the other party advised with respect to all developments
concerning such claim. The party who may be required to indemnify shall
have the option to participate with the party seeking indemnification in
the defense of such claim. The party seeking indemnification shall in
no case confess any claim or make any compromise in any case in which
the other party may be required to indemnify it except with the other
party's prior written consent.
SECTION XI
MAINTENANCE OF INSURANCE COVERAGE
At all times during the term of this Agreement, Bank shall
maintain a Trust's Errors & Omissions insurance policy and the Trust's
Fidelity bond, both of which shall include coverage of Bank's officers
and employees. The scope of coverage shall be the same as the minimum
requested by the 1940 Act.
SECTION XII
TERMINATION
Either party may terminate this Agreement on any date by
giving the other party at least ninety (90) days prior written notice of
such termination specifying the date fixed therefor. Upon termination
of this Agreement, the trust shall pay to Bank, within five business
days from the termination date, such compensation as may be due as of
the date of such termination, and shall likewise reimburse Bank for any
out-of-pocket expenses and disbursements reasonably incurred by Bank to
such date. In the event that in connection with termination of this
Agreement a successor to any of Bank's duties or responsibilities under
this Agreement is designated by the Trust by written notice to Bank,
Bank shall, promptly upon such termination and at the expense of the
Trust, transfer to such successor a certified list of the shareholders
of the Trust (with name, address and tax identification or Social
Security number), a record of the accounts of such shareholders and the
status thereof, and all other relevant books, records and other date
established or maintained by Bank under this Agreement and shall
cooperate in the transfer of such duties and responsibilities, including
provision for assistance from Bank's cognizant personnel in the
establishment of books, records and other data by such successor.
SECTION XIII
LIMITATION OF LIABILITY
The term "Fountain Square Funds" means and refers to the
trustees from time to time serving under the Trust's Declaration of
Trust as the same may subsequently thereto have been, or subsequently
hereto may bee, amended. It is expressly agreed that the obligations of
the Trust hereunder shall not be binding upon any of the trustees,
shareholders, nominees, officers, agents or employees of the Trust,
personally, but bind only the trust property of the Trust. The
execution and delivery of this Agreement have been authorized by the
trustees of the Trust and signed by an officer of the Trust, acting as
such officer shall be deemed to have been made by any of term
individually or to impose any liability on any of them personally, but
shall bind only the trust property of the a Trust.
SECTION XIV
NOTICES
Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at
such address as such other party may designate for the receipt of such
notice. Until further notice to the other party, it is agreed that the
address of the Trust shall be Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779, and the address of Bank shall be 38 Fountain
Square Plaza, Cincinnati, Ohio 45202.
SECTION XV
ASSIGNMENT
Bank may assign and transfer any and all obligations and
duties under this Agreement to its agent(s) and the Trust shall deal
with Bank's agent(s) the same as if the Bank itself. Bank shall remain
responsible for all obligations and duties performed by agents.
SECTION XVI
MISCELLANEOUS
16.01. Nothing in this Agreement shall prevent Bank or any
affiliated person (as defined in the 1940 Act) of Bank from providing
services for any other person, firm or corporation (including other
investment companies); provided, however, that Bank expressly represents
that it will undertake no activities which, in its judgment, will
adversely affect the performance of its obligations to the Trust under
this Agreement.
16.02. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or other wise affect their construction or effect.
16.03. In the event any provision of this Agreement is determined
to be void or unenforceable, such determination shall not affect the
remainder of this Agreement, which shall continue to be in force.
16.04. Each party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the purposes
hereof.
16.05. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
16.06. Each of the undersigned expressly warrants and represents
that he has the full power and authority to sign this Agreement on
behalf of the party indicated, and that his signature will operate to
bind the party indicated to the foregoing term.
16.07. This Agreement shall be governed by the laws of the State
of Ohio.
16.08. Any question of interpretation of any term or provision of
this Agreement having a counterpart in or otherwise derived from a term
or provision of the 1940 Act shall be resolved by reference to such term
or provision of the 1940 Act and to interpretations thereof, in any, by
the United State Courts or in the absence of any controlling decision of
any such court, by rules, regulations or orders of the Securities and
Exchange Commission issued pursuant to the 1940 Act. In addition, where
the effect of a requirement of the 1940 Act, reflected in any provision
of this Agreement is revised by rule, regulation or order of the
Securities and Exchange Commission, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the day and year first above written.
FOUNTAIN SQUARE FUNDS
By:
THE FIFTH THIRD BANK
By:
Schedule A
Compensation
Fountain Square U.S.
Treasury Obligations Fund Payable monthly at an annual rate of
rate of .025% of its average daily
net assets up to $75 million, .02%
of such assets up to $75 million to
$200 million, and .02% of such
assets in excess of $200 million;
subject to minimum charge of $2,000
per month
Fountain Square Commercial
Paper Fund Payable monthly at an annual rate of
.025% of its average daily net
assets up to $75 million, .02% of
such assets from $75 million, and
.01% of such assets in excess of
$200 million; subject to minimum
charge of $2,000 per month
Schedule A
TRANSFER AGENCY AND ACCOUNTING SERVICES AGREEMENT
between
THE FIFTH THIRD BANK
and
FOUNTAIN SQUARE FUNDS
Funds/Compensation
The following sets forth the list of Funds included and the
compensation paid by the Funds to Fifth Third Bank for its services
under the Transfer Agency and Accounting Services Agreement:
Funds
* Fountain Square U.S. Treasury Obligations Fund
* Fountain Square Commercial Paper Fund
* Fountain Square Government Cash Reserves Fund
* Fountain Square Balance Fund
* Fountain Square Mid-Cap Fund
* Fountain Square Government Securities Fund
* Fountain Square Quality Bond Fund
* Fountain Square Quality Growth Fund
Compensation
Fund with Single Class Shares:
Payable monthly at an annual rate of .025% of its average
daily net assets up to $75 million; .020% of such assets from $75
million to $200 million; and, .010% of such assets in excess of $200
million; subject to minimum charge of $2,000 per month.
Funds with Dual Class Shares:
Payable monthly at an annual rate of .030% of its average
daily net assets up to $75 million; .025% of such assets from $75
million to $200 million; and, .010% of such assets in excess of $200
million; subject to minimum charge of $2,000 per month.
NOTE: If the Trust requires special external pricing services, the Bank
will be responsible for the first $10,000 of external pricing services
incurred annually with respect to the Funds, which shall be effective
from the date of the initial public offering of such new Funds.
Effective Date: September 11, 1992 Fountain Square Funds
By:
The Fifth Third Bank
By:
AMENDED SCHEDULE "A" TO SERVICES AGREEMENT
between
THE FIFTH THIRD BANK
and
MGF SERVICE CORP.
COMPENSATION
The following sets forth the list of Funds included in the
compensation paid by the Fifth Third Bank/the Funds for the transfer
agency and accounting services agreement under the Services Agreement
:
Funds
* Fountain Square U.S. Treasury Obligations Fund
* Fountain Square Commercial Paper Fund
* Fountain Square Government Cash Reserves Fund
* Fountain Square Balance Fund (1)
* Fountain Square Mid-Cap Fund (1)
* Fountain Square Government Securities Fund (1)
* Fountain Square Quality Bond Fund (1)
* Fountain Square Quality Growth Fund (1)
* Fountain Square Ohio Tax Free Bond Fund (1)
Fund with Single Class Shares:
Payable monthly at an annual rate of .025% of its average
daily net assets up to $75 million; .020% of such assets from $75
million to $200 million; and, .010% of such assets in excess of $200
million; subject to minimum charge of $2,000 per month.
Funds with Dual Class Shares:
Payable monthly at an annual rate of .030% of its average
daily net assets up to $75 million; .025% of such assets from $75
million to $200 million; and, .010% of such assets in excess of $200
million; subject to minimum charge of $2,000 per month.
(1) MGF is responsible for the first 410,000 of external pricing
services incurred annually by such Funds which shall be effective on the
date of the initial public offering of such Funds.
THE FIFTH THIRD BANK MGF SERVICE CORP.
By: By:
Its: Its:
LESHNER FINANCIAL, INC.
By:
Its:
Exhibit 10 under Form N-1A
Exhibit 5 under Item 601/Reg. S-K
HOUSTON, HOUSTON & DONNELLY
ATTORNEYS AT LAW
2510 CENTRE CITY TOWER
WILLIAM McC. HOUSTON PITTSBURGH, PA. 15222
FRED CHALMERS HOUSTON, JR. __________
THOMAS J. DONNELLY
JOHN F. MECK (412) 471-5828 FRED CHALMERS HOUSTON
FAX (412) 471-0736 (1914 - 1971)
MARIO SANTILLI, JR.
THEODORE M. HAMMER
November 18, 1988
The Trustees of
Fountain Square Funds
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
Fountain Square Funds ("Trust") proposes to offer and sell seven
separate series of Shares of Beneficial Interest representing interests
in separate portfolios of securities known as Fountain Square U.S.
Treasury Obligations Fund ("Shares") in the manner and on the terms set
forth in its Registration Statement filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended.
As counsel we have participated in the organization of the Trust,
its registration under the Investment Company Act of 1940 and the
preparation and filing of its Registration Statement under the
Securities Act of 1933. We have examined and are familiar with the
provisions of the written Declaration of Trust dated July 16, 1992,
("Declaration of Trust"), the Bylaws of the Trust and such other
documents and records deemed relevant. We have also reviewed questions
of law and consulted with counsel thereon as deemed necessary or
appropriate by us for the purposes of this opinion.
Based on the foregoing, it is our opinion that:
1. The Trust is duly organized and validly existing pursuant to
the Declaration of Trust.
2. The Shares which are currently being registered by the
amended Registration Statement referred to above may be legally and
validly issued from time to time in accordance with the Declaration of
Trust upon receipt of consideration sufficient to comply with the
provisions of Article III, Section 3 of the Declaration of Trust and
subject to compliance with the Securities Act of 1933, as amended, the
Investment Company Act of 1940, as amended, and applicable state laws
regulating the sale of securities. Such Shares, when so issued, will be
fully paid and non-assessable.
We consent to your filing this opinion as an exhibit to the
amended Registration Statement referred to above and to any application
or registration statement filed under the securities laws of any of the
States of the United States. We further consent to the reference to our
firm under the caption Legal Counsel in the prospectuses filed as a part
of such amended Registration Statement, applications and registration
statements.
Very truly yours,
HOUSTON, HOUSTON & DONNELLY
By: /s/Thomas J. Donnelly
TJD:heh
Exhibit 13 under Form N-1A
Exhibit 99 under Item 601/Reg. S-K
November 18, 1988
Fountain Square Funds
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
Federated Administrative Services, Inc., agrees to purchase
100,000 shares of Fountain Square Funds at the cost of $1.00 each.
These shares are purchased for investment purposes and Federated
Administrative Services, Inc., has no present intention of redeeming
these shares.
Very truly yours,
/s/Byron F. Bowman
Byron F. Bowman
Vice President
Exhibit 15(i) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
FOUNTAIN SQUARE FUNDS
PLAN
This Plan ("Plan") is adopted as of May 21, 1991, by the Board of
Trustees of FOUNTAIN SQUARE FUNDS (the "Trust"), a Massachusetts
business trust, with respect to certain classes of shares ("Classes") of
the portfolios of the Trust (the "Funds") set forth in exhibits hereto.
1. This Plan is adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940 ("Act"), so as to allow the Trust to make
payments as contemplated herein, in conjunction with the distribution of
Classes of the Funds ("Shares").
2. This Plan is designed to finance activities of Federated
Securities Corporation ("FSC") principally intended to result in the
sale of Shares to include: (a) providing incentive to broker/dealers
("Brokers") to sell Shares and to provide administrative support
services to the Funds and their shareholders; (b) compensating other
participating financial institutions and other persons
("Administrators") for providing administrative support services to the
Funds and their shareholders; (c) paying for the costs incurred in
conjunction with advertising and marketing of Shares to include expenses
of preparing, printing and distributing prospectuses and sales
literature to prospective shareholders, Brokers or Administrators; and
(d) other costs incurred in the implementation and operation of the
Plan. In compensation for services provided pursuant to this plan FSC
will be paid a fee in respect of the following Classes set forth in the
applicable exhibit.
3. Any payment to FSC in accordance with this Plan will be made
pursuant to the "Distributor's Contract" entered into by the Trust and
FSC. Any payments made by FSC to Brokers and Administrators with Funds
received as compensation under this Plan will be made pursuant to the
"Rule 12b-1 Agreement" entered into by FSC and the Broker or
Administrator.
4. FSC has the right (i) to select, in its sole discretion, the
Brokers and Administrators to participate in the Plan and (ii) to
terminate without cause and in its sole discretion any Rule 12b-1
Agreement.
5. Quarterly in each year that this Plan remains in effect, FSC
shall prepare and furnish to the Board of Trustees of the Trust, and the
Board of Trustees shall review, a written report of the amounts expended
under the Plan and the purpose for which such expenditures were made.
6. This Plan shall become effective with respect to each Class
(i) after approval by majority votes of: (a) the Trust's Board of
Trustees; (b) the Disinterested Trustees of the Trust, cast in person at
a meeting called for the purpose of voting on the Plan; and (c) the
outstanding voting securities of the particular Class, as defined in
Section 2(a)(42) of the Act and (ii) upon execution of an exhibit
adopting this Plan with respect to such Class.
7. This Plan shall remain in effect with respect to each Class
presently set forth on an exhibit and any subsequent Classes added
pursuant to an exhibit during the initial year of this Plan for the
period of one year from the date set forth above and may be continued
thereafter if this Plan is approved with respect to each Class at least
annually by a majority of the Trust's Board of Trustees and a majority
of the Disinterested Trustees, cast in person at a meeting called for
the purpose of voting on such Plan. If this Plan is adopted with
respect to a Class after the first annual approval by the Trustees as
described above, this Plan will be effective as to that Class upon
execution of the applicable exhibit pursuant to the provisions of
paragraph 6(ii) above and will continue in effect until the next annual
approval of this Plan by the Trustees and thereafter for successive
periods of one year subject to approval as described above.
8. All material amendments to this Plan must be approved by a
vote of the Board of Trustees of the Trust and of the Disinterested
Trustees, cast in person at a meeting called for the purpose of voting
on it.
9. This Plan may not be amended in order to increase materially
the costs which the Classes may bear for distribution pursuant to the
Plan without being approved by a majority vote of the outstanding voting
securities of the Classes as defined in Section 2(a)(42) of the Act.
10. This Plan may be terminated with respect to a particular
Class at any time by: (a) a majority vote of the Disinterested Trustees;
or (b) a vote of a majority of the outstanding voting securities of the
particular Class as defined in Section 2(a)(42) of the Act; or (c) by
FSC on 60 days notice to the particular Trust.
11. While this Plan shall be in effect, the selection and
nomination of Disinterested Trustees of the Trust shall be committed to
the discretion of the Disinterested Trustees then in office.
12. All agreements with any person relating to the implementation
of this Plan shall be in writing and any agreement related to this Plan
shall be subject to termination, without penalty, pursuant to the
provisions of Paragraph 10 herein.
13. This Plan shall be construed in accordance with and governed
by the laws of the Commonwealth of Pennsylvania.
PLAN
EXHIBIT A
FOUNTAIN SQUARE FUNDS
Fountain Square Commercial Paper Fund
Investment Shares
The Plan is adopted by Fountain Square Funds with respect to the
class of Shares of the portfolio of the Trust set forth above.
In compensation for the services provided pursuant to this Plan,
FSC will be paid a monthly fee computed at the annual rate of up to .35
of 1% of the average aggregate net asset value of the Investment Shares
of the Fountain Square Commercial Paper Fund held during the month.
Witness the due execution hereof this 21st day of May, 1991.
FOUNTAIN SQUARE FUNDS
By:/s/ J. Christopher Donahue
PLAN
EXHIBIT B
FOUNTAIN SQUARE FUNDS
Fountain Square Government Cash Reserves Fund
Investment Shares
The Plan is adopted by Fountain Square Funds with respect to the
class of Shares of the portfolio of the Trust set forth above.
In compensation for the services provided pursuant to this Plan,
FSC will be paid a monthly fee computed at the annual rate of up to .35
of 1% of the average aggregate net asset value of the Investment Shares
of the Fountain Square Government Cash Reserves Fund held during the
month.
Witness the due execution hereof this 21st day of May, 1991.
FOUNTAIN SQUARE FUNDS
By:/s/ J. Christopher Donahue
PLAN
EXHIBIT C
FOUNTAIN SQUARE FUNDS
Fountain Square U.S. Government Securities Fund
The Plan is adopted by Fountain Square Funds with respect to the
initial class of Shares of the portfolio of the Trust set forth above.
In compensation for the services provided pursuant to this Plan,
FSC will be paid a monthly fee computed at the annual rate of up to 0.35
of 1% of the average aggregate net asset value of the Shares of the
Fountain Square U.S. Government Securities Fund held during the month.
Witness the due execution hereof this 15th day of September, 1992.
FOUNTAIN SQUARE FUNDS
By:/s/ J. Christopher Donahue
PLAN
EXHIBIT D
FOUNTAIN SQUARE FUNDS
Fountain Square Quality Bond Fund
The Plan is adopted by Fountain Square Funds with respect to the
initial class of Shares of the portfolio of the Trust set forth above.
In compensation for the services provided pursuant to this Plan,
FSC will be paid a monthly fee computed at the annual rate of up to 0.35
of 1% of the average aggregate net asset value of the Shares of the
Fountain Square Quality Bond Fund held during the month.
Witness the due execution hereof this 15th day of September, 1992.
FOUNTAIN SQUARE FUNDS
By:/s/ J. Christopher Donahue
PLAN
EXHIBIT E
FOUNTAIN SQUARE FUNDS
Fountain Square Quality Growth Fund
The Plan is adopted by Fountain Square Funds with respect to the
initial class of Shares of the portfolio of the Trust set forth above.
In compensation for the services provided pursuant to this Plan,
FSC will be paid a monthly fee computed at the annual rate of up to 0.35
of 1% of the average aggregate net asset value of the Shares of the
Fountain Square Quality Growth Fund held during the month.
Witness the due execution hereof this 15th day of September, 1992.
FOUNTAIN SQUARE FUNDS
By:/s/ J. Christopher Donahue
PLAN
EXHIBIT F
FOUNTAIN SQUARE FUNDS
Fountain Square Mid-Cap Fund
The Plan is adopted by Fountain Square Funds with respect to the
initial class of Shares of the portfolio of the Trust set forth above.
In compensation for the services provided pursuant to this Plan,
FSC will be paid a monthly fee computed at the annual rate of up to 0.35
of 1% of the average aggregate net asset value of the Shares of the
Fountain Square Mid-Cap Fund held during the month.
Witness the due execution hereof this 15th day of September, 1992.
FOUNTAIN SQUARE FUNDS
By:/s/ J. Christopher Donahue
PLAN
EXHIBIT G
FOUNTAIN SQUARE FUNDS
Fountain Square Balanced Fund
The Plan is adopted by Fountain Square Funds with respect to the
initial class of Shares of the portfolio of the Trust set forth above.
In compensation for the services provided pursuant to this Plan,
FSC will be paid a monthly fee computed at the annual rate of up to 0.35
of 1% of the average aggregate net asset value of the Shares of the
Fountain Square Balanced Fund held during the month.
Witness the due execution hereof this 15th day of September, 1992.
FOUNTAIN SQUARE FUNDS
By:/s/ J. Christopher Donahue
PLAN
EXHIBIT H
FOUNTAIN SQUARE FUNDS
Fountain Square Ohio Tax Free Bond Fund
The Plan is adopted by Fountain Square Funds with respect to the
initial class of Shares of the portfolio of the Trust set forth above.
In compensation for the services provided pursuant to this Plan,
FSC will be paid a monthly fee computed at the annual rate of up to 0.35
of 1% of the average aggregate net asset value of the Shares of the
Fountain Square Ohio Tax Free Bond Fund held during the month.
Witness the due execution hereof this 1st day of April, 1993.
FOUNTAIN SQUARE FUNDS
By /s/ J. Christopher Donahue
PLAN
EXHIBIT I
FOUNTAIN SQUARE FUNDS
Fountain Square International Equity Fund
The Plan is adopted by Fountain Square Funds with respect to the
initial class of Shares of the portfolio of the Trust set forth above.
In compensation for the services provided pursuant to this Plan,
FSC will be paid a monthly fee computed at the annual rate of up to 0.35
of 1% of the average aggregate net asset value of the Shares of the
Fountain Square International Equity Fund held during the month.
Witness the due execution hereof this 1st day of April, 1994.
FOUNTAIN SQUARE FUNDS
By /s/ J. Christopher Donahue
J. Christopher Donahue
Exhibit 15(ii) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
RULE 12b-1 AGREEMENT
This Agreement is made between the Financial Institution executing
this Agreement ("Administrator") and Federated Securities Corp. ("FSC")
for the shares of beneficial interest or capital stock ("Shares") which
Shares may be offered in one or more series (the "Funds") and one or
more classes thereof (the "Class") and which have adopted a Rule 12b-1
Plan ("Plan") in relation to such Funds and Classes and approved this
form of agreement pursuant to Rule 12b-1 under the Investment Company
Act of 1940. In consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties hereto as
follows:
1. FSC hereby appoints Administrator to render or cause to be
rendered sales and administrative support services to the Funds with
respect to the Classes thereof and their shareholders.
2. The services to be provided under Paragraph 1 may include, but are
not limited to, the following:
(a) communicating account openings through computer terminals
located on the Administrator's premises ("computer terminals"),
through a toll-free telephone number or otherwise;
(b) communicating account closings via the computer terminals,
through a toll-free telephone number or otherwise;
(c) entering purchase transactions through the computer
terminals, through a toll-free telephone number or otherwise;
(d) entering redemption transactions through the computer
terminals, through a toll-free telephone number or otherwise;
(e) electronically transferring and receiving funds for Fund
Share purchase and redemptions, and confirming and reconciling all
such transactions;
(f) reviewing the activity in Fund accounts;
(g) providing training and supervision of its personnel;
(h) maintaining and distributing current copies of prospectuses
and shareholder reports;
(i) advertising the availability of its services and products;
(j) providing assistance and review in designing materials to
send to customers and potential customers and developing methods
of making such materials accessible to customers and potential
customers; and
(k) responding to customers' and potential customers' questions
about the Funds.
The services listed above are illustrative. The Administrator is not
required to perform each service and may at any time perform either more
or fewer services than described above.
3. During the term of this Agreement, FSC will pay the
Administrator fees for each Fund or Class thereof set forth in a written
schedule delivered to the Administrator pursuant to this Agreement.
FSC's fee schedule for Administrator may be changed by FSC sending a new
fee schedule to the Administrator pursuant to Paragraph 12 of this
Agreement. For the payment period in which this Agreement becomes
effective or terminates, there shall be an appropriate proration of the
fee on the basis of the number of days that the Rule 12b-1 Agreement is
in effect during the period.
4. The Administrator will not perform or provide any duties
which would cause it to be a fiduciary under Section 4975 of the
Internal Revenue Code, as amended. For purposes of that Section, the
Administrator understands that any person who exercises any
discretionaly authority or discretionary control with respect to any
individual retirement account or its assets, or who renders investment
advice for a fee, or has any authority or responsibility to do so, or
has any discretionary authority or discretionary responsibility in the
administration of such an account, is a fiduciary.
5. The Administrator understands that the Department of Labor
views ERISA as prohibiting fiduciaries of discretionary ERISA assets
from receiving administrative service fees or other compensation from
funds in which the fiduciary's discretionary ERISA assets are invested.
To date, the Department of Labor has not issued any exemptive order or
advisory opinion that would exempt fiduciaries from this interpretation.
Without specific authorization discretionary assets in any fund pursuant
to an arrangement where the fiduciary is to be compensated by the fund
for such investment. Receipt of such compensation could violate ERISA
provisions against fiduciary self-dealing and conflict of interest and
could subject the fiduciary to substantial penalties.
6. The Administrator agrees not to solicit or cause to be
solicited directly, or indirectly, at any time in the future, any
proxies from the shareholders of any or all of the Funds in opposition
to proxies solicited by management of the mutual fund or funds, unless a
court of competent jurisdiction shall have determined that the conduct
of a majority of the Board of Directors or Trustees of the mutual fund
or funds constitutes willful misfeasance, bad faith, gross negligence or
reckless disregard of their duties. This Paragraph 6 will survive the
term of this Agreement.
7. With respect to each Fund or Class thereof, this Agreement
shall continue in effect for one year from the date of its execution,
and thereafter for successive periods of one year if the form of this
Agreement is approved at least annually by the Directors or Trustees of
the mutual fund, including a majority of the members of the Board of
Directors or Trustees of the mutual fund who are not interested persons
of the mutual fund and have no direct or indirect financial interest in
the operation of the mutual fund's Plan or in any related documents to
the Plan ("Disinterested Directors or Trustees") cast in person at a
meeting for that purpose.
8. Notwithstanding Paragraph 7, this Agreement may be
terminated as follows:
(a) at any time, without the payment of any penalty, by the vote
of a majority of the Disinterested Directors or Trustees of the
mutual fund or by a vote of a majority of the outstanding voting
securities of the Fund or any Class thereof as defined in the
Investment Company Act of 1940 on not more than sixty (60) days'
written notice to the parties to this Agreement;
(b) automatically in the event of the Agreement's assignment as
defined in the Investment Company Act of 1940 or upon the
termination of the "Distributor's Contract" between the mutual
fund or funds and FSC; and
(c) by either party to the Agreement without cause by giving the
other party at least sixty (60) days' written notice of its
intention to terminate.
9. The termination of this Agreement with respect to any one
Fund or Class thereof will not cause the Agreement's termination with
respect to any other Fund or Class thereof.
10. The Administrator agrees to obtain any taxpayer
identification number certification form its customers required under
Section 3406 of the Internal Revenue Code, and any applicable Treasury
regulations, and to provide FSC or its designee with timely written
notice of any failure to obtain such taxpayer identification number
certification in order to enable the implementation of any required
backup withholding.
11. This Agreement supersedes any prior service agreements
between the parties for the mutual funds.
12. This Agreement may be amended by FSC from time to time by
the following procedure. FSC will mail a copy of the amendment to the
Administrator's address, as shown below. If the Administrator does not
object to the amendment within thirty (30) days after its receipt, the
amendment will become part of the Agreement. The Administrator's
objection must be in writing and be received by FSC within such thirty
days.
13. This Agreement shall be construed in accordance with the
Laws of the Commonwealth of Pennsylvania.
Administrator
Address
City, State, Zip Code
Dated: By:
Authorized Signature
Title
Print Name of Authorized
Signature
FEDERATED SECURITIES CORP.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-
3779
By:
Richard B. Fisher, President
FEE SCHEDULE FOR RULE 12b-1 AGREEMENT WITH
FEDERATED SECURITIES CORP.
May 21, 1991
FSC will pay the Administrator a periodic fee for the following Funds
For Classes thereof computed at an annual rate of the average net asset
value of Shares held in each of these Funds during the period in
accounts for which the Administrator provides Services under the Rule
12b-1 Agreement, so long as the average net asset value of the Shares in
a Class of the Fund during the period is at least $100,000.
Funds Fee Rate Period
Fountain Square Funds -
Fountain Square Commercial Paper Fund -
Investment Shares .25 of 1% Monthly
Fountain Square Government
Cash Reserves Fund -
Investment Shares .25 of 1% Monthly
Exhibit 16(ii) under Form N-1A
Exhibit 99 under Item 601/Reg. S-K
FOUNTAIN SQUARE COMMERCIAL PAPER FUND
SCHEDULE FOR COMPUTATION OF YIELD CALCULATION
This example illustrates the yield quotation for the seven day period
ended July 31, 1989:
Value of a hypothetical pre-existing account with $1.000000000
exactly one share at the beginning of the base
period
Value of the same account (excluding capital 1.001615667
changes) at end of the seven-day base period*
Net change in account value .001615667
Base Period Return:
Net change in account value divided by the
beginning account value
($.001615667 - $1.000000000) .001615667
Annualized Current Net Yield $.001615667 x (365/7): 8.42%
Effective Yield** (.001615667 +1) - 1 8.78%
* This value includes the value of additional shares purchased with
dividends from the original share, and dividends declared on both the
original share and any such additional shares.
** This value may change to include shares purchased with dividends
reinvested on a less frequent basis.
Exhibit 16(iii) under Form N-1A
Exhibit 99 under Item 601/Reg. S-K
FOUNTAIN SQUARE GOVERNMENT CASH RESERVES
SCHEDULE FOR COMPUTATION OF YIELD CALCULATION
This example illustrates the yield quotation for the seven day period
ended July 31, 1991:
Value of a hypothetical pre-existing account with $1.000000000
exactly one share at the beginning of the base
period
Value of the same account (excluding capital 1.001052408
changes) at end of the seven-day base period*
Net change in account value .001052408
Base Period Return:
Net change in account value divided by the
beginning account value
($.001052408 - $1.000000000) .001052408
Annualized Current Net Yield $.001052408 x (365/7): 5.49%
Effective Yield** (.001052408 +1) - 1 5.64%
* This value includes the value of additional shares purchased with
dividends from the original share, and dividends declared on both the
original share and any such additional shares.
** This value may change to include shares purchased with dividends
reinvested on a less frequent basis.
Exhibit 16(x) under Form N-1A
Exhibit 99 under Item 601/Reg. S-K
FOUNTAIN SQUARE U.S. TREASURY OBLIGATIONS FUND
SCHEDULE FOR COMPUTATION OF YIELD CALCULATION
This example illustrates the yield quotation for the seven day period
ended January 31, 1989:
Value of a hypothetical pre-existing account with $1.000000000
exactly one share at the beginning of the base
period
Value of the same account (excluding capital 1.001592599
changes) at end of the seven-day base period*
Net change in account value .001592599
Base Period Return:
Net change in account value divided by the
beginning account value
($.001592599 - $1.000000000) .001592599
Annualized Current Net Yield $.001592599 x (365/7): 8.30%
Effective Yield** (.001592599 +1) - 1 8.65%
* This value includes the value of additional shares purchased with
dividends from the original share, and dividends declared on both the
original share and any such additional shares.
** This value may change to include shares purchased with dividends
reinvested on a less frequent basis.
<TABLE>
<CAPTION>
Exhibit 1
Exhibit 9
Schedule for Computation Initial
of Fund Performance Data Invest of: $1,000
Offering
Fountain Square Intnt'l Price/
Equity Fund Share= $10.47
Return Since Inception
ending 08/18/94 NAV= $10.00
FYE: July 31
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Begin Capital Reinvest Ending Total
DECLARED: ANNUALLY Reinvest Period Dividend Gain Price Period Ending Invest
PAID: ANNUALLY Dates Shares /Share /Share /Share Shares Price Value
8/18/94 95.511 0.000000000 0.00000 $10.00 95.511 $10.00 $955.11
1/31/95 95.511 0.000000000 0.00000 $9.01 95.511 $9.01 $860.55
$1,000 (1+T) = End Value
Fountain Square Int'l Eq Yield = 2{($195,104.45-$93,741.16)+1)6-1}=
Computation of SEC Yield 7,579,518 *$9.43 - 0.00000 )
As of: January 31, 1995
</TABLE>
SEC Yield = 1.71%
Dividend and/or Interest
Inc for the 30 days ended $195,104.45
Net Expenses for $93,741.16
the Period
Avg Daily Shares
Outstanding and entitled
to receive dividends 7,579,51
Maxium offering price $9.43
per share as of 1-31-95
Undistributed net income 0.00000
Tax Equivalent Yield
(assumes individual
does not itemize
on Federal Return)
100 % minus the Federal
taxable % (100%-28%=72%)
30 SEC yield / by the tax
equiv % (0.00% / 72.0%)= 2.38%
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<NAME> Fountain Square International Equity Fund
<PERIOD-TYPE> 5-MOS
<FISCAL-YEAR-END> Jul-31-1995
<PERIOD-END> Jan-31-1995
<INVESTMENTS-AT-COST> 75,562,486
<INVESTMENTS-AT-VALUE> 70,830,146
<RECEIVABLES> 55,075
<ASSETS-OTHER> 321,344
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 71,206,565
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 84,552
<TOTAL-LIABILITIES> 84,552
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 77,080,842
<SHARES-COMMON-STOCK> 7,894,634
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 44,904
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (1,384,774)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (4,618,959)
<NET-ASSETS> 71,122,013
<DIVIDEND-INCOME> 256,416
<INTEREST-INCOME> 205,625
<OTHER-INCOME> 0
<EXPENSES-NET> 417,137
<NET-INVESTMENT-INCOME> 44,904
<REALIZED-GAINS-CURRENT> (1,384,774)
<APPREC-INCREASE-CURRENT> (4,618,959)
<NET-CHANGE-FROM-OPS> (5,958,829)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7,973,333
<NUMBER-OF-SHARES-REDEEMED> 78,699
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 71,122,013
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 252,811
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 417,137
<AVERAGE-NET-ASSETS> 51,389,197
<PER-SHARE-NAV-BEGIN> 10.000
<PER-SHARE-NII> 0.010
<PER-SHARE-GAIN-APPREC> (1.000)
<PER-SHARE-DIVIDEND> 0.000
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 9.010
<EXPENSE-RATIO> 163
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
