1933 Act File No. 33-37993
1940 Act File No. 811-6224
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. 7 X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 6 X
PORTAGE 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:
immediately upon filing pursuant to paragraph (b)
on _________________ pursuant to paragraph (b)
X 60 days after filing pursuant to paragraph (a)
on pursuant to paragraph (a) of Rule 485.
Registrant has filed with the Securities and Exchange
Commission a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940, and:
X filed the Notice required by that Rule on January 18,
1994; or
intends to file the Notice required by that Rule on or
about ____________; or
during the most recent fiscal year did not sell any
securities pursuant to Rule 24f-2 under the Investment
Company Act of 1940, and, pursuant to Rule 24f-2(b)(2), need
not file the Notice.
Copies to:
Thomas J. Donnelly, Esquire Charles H. Morin, Esquire
Houston, Houston & Donnelly Dickstein, Shapiro & Morin
2510 Centre City Tower 2101 L Street, N.W.
650 Smithfield Street Washington, D.C. 20037
Pittsburgh, Pennsylvania 15222
CROSS-REFERENCE SHEET
This Amendment to the Registration Statement of the PORTAGE
FUNDS, which consists of two portfolios: (1) Portage
Government Money Market Fund and (2) Portage Equity Fund,
relates only to Portage 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 (1,2) Cover Page.
Item 2. Synopsis (1,2) Summary of Fund Expenses.
Item 3. Condensed Financial
Information (1) Financial Highlights; (1,2)
Performance Information.
Item 4. General Description of
Registrant (1,2) General Information;
Investment Information;
Investment Objective;
Investment Policies; Investment
Limitations.
Item 5. Management of the Fund (1,2) Portage Funds
Information; Management of the
Portage Funds; Distribution of
Fund Shares; Administration of
the Fund; Expenses of the Fund;
(2) Brokerage Transactions.
Item 6. Capital Stock and Other
Securities (1,2) Dividends; Capital Gains;
Shareholder Information; Voting
Rights; Massachusetts
Partnership Law; Effect of
Banking Laws; Tax Information;
Federal Income Tax.
Item 7. Purchase of Securities Being
Offered (1,2) Net Asset Value;
Investing in the Fund; Share
Purchases; Minimum Investment
Required; What Shares Cost;
Systematic Investment Program;
Certificates and Confirmations;
(2) Reducing the Sales Charge;
Subaccounting Services.
Item 8. Redemption or Repurchase (1,2) Redeeming Shares;
Systematic Withdrawal Program;
Accounts with Low Balances; (1)
Through First National Bank of
Ohio; Redemption Before
Purchase Instruments Clear; (2)
Through First National Bank of
Ohio or FBOH Investor Services,
Inc.; Exchange Privilege;
Exchange-by-Telephone.
Item 9. Pending Legal Proceedings None.
PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION.
Item 10. Cover Page (1,2) Cover Page.
Item 11. Table of Contents (1,2) Table of Contents.
Item 12. General Information and
History (1,2) General Information About
the Fund.
Item 13. Investment Objectives and
Policies (1,2) Investment Objective and
Policies; Investment
Limitations.
Item 14. Management of the Fund (1,2) Portage Funds Management.
Item 15. Control Persons and Principal
Holders of Securities (1,2) Fund Ownership.
Item 16. Investment Advisory and Other
Services (1,2) Investment Advisory
Services; Administrative
Services.
Item 17. Brokerage Allocation (1,2) Brokerage Transactions.
Item 18. Capital Stock and Other
Securities Not applicable.
Item 19. Purchase, Redemption and
Pricing of Securities
Being Offered (1,2) Purchasing Shares;
Determining Net Asset Value;
Redeeming Shares.
Item 20. Tax Status (1,2) Tax Status.
Item 21. Underwriters (1) Distribution Plan (2)
Distribution and Shareholder
Services Plans.
Item 22. Calculation of Performance
Data (1,2) Yield; Performance
Comparisons; (1) Effective
Yield; (2) Total Return;
Appendix.
Item 23. Financial Statements (1) Filed in Part A.
PORTAGE EQUITY FUND
(A Portfolio of the Portage Funds)
Prospectus
Portage Equity Fund (the "Fund") is a diversified portfolio in the
Portage Funds (the "Trust"), an open-end management investment
company (a mutual fund). The investment objective of the Fund is
to achieve growth of capital and income. The Fund pursues this
investment objective by investing primarily in equity securities of
U.S. companies.
The shares offered by this prospectus are not deposits or
obligations of First National Bank of Ohio, are not endorsed or
guaranteed by First National Bank of Ohio, and are not insured by
the Federal Deposit Insurance Corporation, the Federal Reserve
Board, or any other government agency. Investment in these shares
involves investment risks, including the possible loss of
principal.
This prospectus contains the information you should read and know
before you invest in the Fund. Keep this prospectus for future
reference.
The Fund has also filed a Statement of Additional Information dated
September 3, 1994, with the Securities and Exchange Commission.
The information contained in the Statement of Additional
Information is incorporated by reference into this prospectus. You
may request a copy of the Statement of Additional Information free
of charge, obtain other information or make inquiries about the
Fund by writing to or calling the Fund.
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 September 3, 1994
TABLE OF CONTENTS
SUMMARY OF FUND EXPENSES
GENERAL INFORMATION
INVESTMENT INFORMATION
Investment Objective
Investment Policies
Acceptable Investments
Domestic Equity Securities
Domestic Debt Securities
International Securities
Money Market Instruments
Convertible Securities
Zero Coupon Securities
U.S. Government Securities
Repurchase Agreements
When-Issued and Delayed Delivery Transactions
Investing in Securities of Other Investment Companies
Lending of Portfolio Securities
Restricted and Illiquid Securities
Foreign Securities Risks
Foreign Companies
Put and Call Options
Futures and Options on Futures
Risks
Investment Limitations
PORTAGE FUNDS INFORMATION
Management of the Portage Funds
Board of Trustees
Investment Adviser
Advisory Fees
Adviser's Background
Distribution of Fund Shares
Distribution Plan
Administration of the Fund
Administrative Services
Shareholder Services Plan
Other Payments to Financial Institutions
Custodian
Transfer Agent, Dividend Disbursing Agent, and
Portfolio Accounting Services
Legal Counsel
Independent Public Accountants
Brokerage Transactions
Expenses of the Fund
NET ASSET VALUE
INVESTING IN THE FUND
Share Purchases
Through First National Bank of Ohio or
FBOH Investor Services, Inc.
Minimum Investment Required
What Shares Cost
Purchases at Net Asset Value
Sales Charge Reallowance
Reducing the Sales Charge
Quantity Discounts and Accumulated Purchases
Letter of Intent
Reinvestment Privilege
Systematic Investment Program
Subaccounting Services
Certificates and Confirmations
Dividends and Capital Gains
EXCHANGE PRIVILEGE
Exchange-by-Telephone
REDEEMING SHARES
Through First National Bank of Ohio or
FBOH Investor Services, Inc.
By Telephone
By Mail
Signatures
Systematic Withdrawal Program
Accounts with Low Balances
SHAREHOLDER INFORMATION
Voting Rights
Massachusetts Partnership Law
EFFECT OF BANKING LAWS
TAX INFORMATION
Federal Income Tax
PERFORMANCE INFORMATION
ADDRESSES Inside Back Cover
SUMMARY OF FUND EXPENSES
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
Deferred Sales Load (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 Fees %
12b-1 Fees (1) 0.00%
Total Other Expenses %
Shareholder Services Fees (2) %
Total Fund Operating Expenses (3) %
(1) Under the Fund's Rule 12b-1 distribution plan,
the Fund can pay the distributor up to 0.25% as a 12b-1 fee.
The 12b-1 fee was reduced to reflect the waiver of compensation
by the distributor. The distributor can terminate this
voluntary waiver at any time at its sole discretion. The
distributor has no present intention of collecting a 12b-1 fee.
(2) The maximum shareholder services fee is 0.25%.
(3) The Total Fund Operating Expenses are estimated
to be ___ % had the shareholder services fee been in effect.
*Expenses in this table are estimated based on average
expenses expected to be incurred during the fiscal year ending
November 30, 1994. During the course of this period, expenses may
be more or less than the average amount shown.
THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN
UNDERSTANDING THE VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF
THE FUND WILL BEAR, EITHER DIRECTLY OR INDIRECTLY. FOR MORE
COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS AND EXPENSES, SEE
"PORTAGE FUNDS INFORMATION" AND "INVESTING IN THE FUND."
EXAMPLE 1 year 3 years
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 ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN. THIS EXAMPLE IS BASED ON ESTIMATED DATA FOR THE FISCAL YEAR
ENDING NOVEMBER 30, 1994.
GENERAL INFORMATION
The Portage Funds were established as a Massachusetts business
trust under a Declaration of Trust dated November 12, 1990. 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. This prospectus relates only to that
portfolio of the Trust known as the Portage Equity Fund. The Fund
is designed for customers of First National Bank of Ohio and their
affiliates as a convenient means of accumulating an interest in a
professionally managed, diversified portfolio consisting primarily
of equity securities of U.S. companies. A minimum initial
investment of $1,000 is required.
Except as otherwise noted in this prospectus, shares of the Fund
are sold at net asset value plus an applicable sales charge and
redeemed at net asset value.
INVESTMENT INFORMATION
INVESTMENT OBJECTIVE
The investment objective of the Fund is to achieve growth of
capital and income. The investment objective cannot be changed
without approval of shareholders. 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.
INVESTMENT POLICIES
Under normal circumstances, the Fund pursues its investment
objective by investing at least 65% of the value of its total
assets in equity securities of U.S. companies. The Fund may also
invest in domestic debt securities, international securities, U.S.
government securities, and money market securities. The Fund's
investment adviser attempts to maintain an acceptable level of risk
through careful investment analysis including, but not limited to,
the following: the employment of disciplined value measures (such
as price/earnings ratios) when selecting equity securities; use of
ratings assigned by nationally recognized statistical rating
organizations (where applicable); credit research; review of
issuer's historical performance; examination of issuer's dividend
growth record; and consideration of market trends.
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.
ACCEPTABLE INVESTMENTS. The securities in which the Fund invests
include the following:
DOMESTIC EQUITY SECURITIES. The domestic equity securities of
the Fund will usually consist of common and preferred stocks of
U.S. companies with between $200 million and $2 billion in
market capitalization and which are listed on the New York or
American Stock Exchanges or traded in the over-the-counter
market. The companies will be selected by the Fund's
investment adviser based on traditional research techniques and
technical factors, including assessment of earnings and
dividend growth prospects and of the risk and volatility of the
company's industry. Other factors, such as product position or
market share, will also be considered by the Fund's investment
adviser.
DOMESTIC DEBT SECURITIES. The Fund may also invest in debt
securities including bonds, notes, warrants, zero coupon bonds,
and convertible securities of the U.S. companies described
above, all of which are rated investment grade, i.e., Baa or
better by Moody's Investors Service, Inc. ("Moody's"), or BBB
or better by Standard & Poor's Corporation ("S&P") or Fitch
Investors Service, Inc. ("Fitch") (or, if unrated, are deemed
to be of comparable quality by the Fund's investment adviser).
The Fund may also invest in securities issued and/or guaranteed
as to the payment of principal and interest by the U.S.
government or its agencies or instrumentalities. It should be
noted that securities receiving the lowest investment grade
rating are considered to have some speculative characteristics.
Changes in economic conditions or other circumstances are more
likely to lead to weakened capacity to make principal and
interest payments than higher rated securities. In the event
that a security which had an eligible rating when purchased is
downgraded below Baa or BBB, the Fund's adviser will promptly
reassess whether continued holding of the security is
consistent with the Fund's objective.
INTERNATIONAL SECURITIES. The Fund may invest in equity
securities of non-U.S. companies and corporate and government
debt securities denominated in currencies other than U.S.
dollars. The international equity securities in which the Fund
may invest include international stocks traded domestically or
abroad through various stock exchanges, American Depositary
Receipts ("ADRs"), and International Depositary Receipts
("IDRs"). The international fixed income securities will
include ADRs, IDRs, and government securities of other nations,
and will be rated investment grade (i.e., Baa or better by
Moody's or BBB or better by S&P) or deemed by the investment
adviser to be of an equivalent quality. In the event that an
international debt security which had an eligible rating when
purchased is downgraded below the ratings of Baa or BBB, the
Fund's adviser will promptly reassess whether continued holding
of the security is consistent with the Fund's objective. The
Fund may also invest in shares of open-end and closed-end
management investment companies which invest primarily in
international securities described above.
MONEY MARKET INSTRUMENTS. For temporary defensive purposes (up
to 100% of total assets) and to maintain liquidity (up to 35%
of total assets), the Fund may invest in U.S. and foreign short-
term money market instruments, including:
o commercial paper rated A-1 or A-2 by S&P, Prime-1 or Prime-2
by Moody's, or F-1 or F-2 by Fitch, and Europaper (dollar-
denominated commercial paper issued outside the United
States) rated A-1, A-2, Prime-1, or Prime-2;
o instruments of domestic and foreign banks and savings and
loans (such as certificates of deposit, demand and time
deposits, savings shares, and bankers' acceptances) if they
have capital, surplus, and undivided profits of over
$100,000,000, or if the principal amount of the instrument is
insured by the Bank Insurance Fund, which is administered by
the Federal Deposit Insurance Corporation ("FDIC"), or the
Savings Association Insurance Fund, which is also
administered by the FDIC. These instruments may include
Eurodollar Certificates of Deposit ("ECDs"), Yankee
Certificates of Deposit ("Yankee CDs"), and Eurodollar Time
Deposits ("ETDs");
o obligations of the U.S. government or its agencies or
instrumentalities;
o repurchase agreements;
o securities of other investment companies; and
o other short-term instruments which are not rated but are
determined by the investment adviser to be of comparable
quality to the other obligations in which the Fund may
invest.
CONVERTIBLE SECURITIES. Convertible securities are fixed income
securities which may be exchanged or converted into a predetermined
number of the issuer's underlying common stock at the option of the
holder during a specified time 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.
ZERO COUPON SECURITIES. The Fund may invest in zero coupon bonds
and zero coupon convertible securities, whose prices are more
sensitive to fluctuations in interest rates than are conventional
bonds and convertible securities. The Fund may invest in zero
coupon bonds in order to receive the rate of return through the
appreciation of the bond. This application is extremely attractive
in a falling rate environment as the price of the bond rises
rapidly in value as opposed to regular coupon bonds. A zero coupon
bond makes no periodic interest payments and the entire obligation
becomes due only upon maturity.
Zero coupon convertible securities are debt securities which are
issued at a discount to their face amount and do not entitle the
holder to any periodic payments of interest prior to maturity.
Rather, interest earned on zero coupon convertible securities
accretes at a stated yield until the security reaches its face
amount at maturity. Zero coupon convertible securities are
convertible into a specific number of shares of the issuer's common
stock. In addition, zero coupon convertible securities usually
have put features that provide the holder with the opportunity to
sell the bonds back to the issuer at a stated price before
maturity.
U.S. GOVERNMENT SECURITIES
The types of U.S. government securities in which the Fund may
invest generally include direct obligations of the U.S. Treasury
(such as U.S. Treasury bills, notes, and bonds) and obligations
issued or guaranteed by the U.S. government, its agencies or
instrumentalities. These securities are backed by:
o the full faith and credit of the U.S. Treasury;
o the issuer's right to borrow from the U.S. Treasury;
o the discretionary authority of the U.S. government to purchase
certain obligations of agencies or instrumentalities; or
o the credit of the agency or instrumentality issuing the
obligations.
Examples of agencies and instrumentalities which may not always
receive financial support from the U.S. government are:
o Federal Farm Credit Banks;
o Federal Home Loan Banks;
o Federal National Mortgage Association;
o Student Loan Marketing Association; and
o Federal Home Loan Mortgage Corporation.
REPURCHASE AGREEMENTS. Repurchase agreements 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.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS. The Fund may
purchase securities on a when-issued or delayed delivery basis. In
when-issued and delayed delivery transactions, the Fund relies on
the seller to complete the transaction. The seller's failure to
complete the transaction may cause the Fund to miss a price or
yield considered to be advantageous.
INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES. The Fund
may invest in securities of other investment companies, but it will
not own more than 3% of the total outstanding voting stock of any
investment company, invest more than 5% of its total assets in any
one investment company, or invest more than 10% of its total assets
in investment companies in general. The Fund will invest in other
investment companies primarily for the purpose of investing short-
term cash which has not yet been invested in other portfolio
instruments. It should be noted that investment companies incur
certain expenses such as management fees and, therefore, any
investment by a fund in shares of another investment company would
be subject to such duplicate expenses. The investment adviser will
waive its investment advisory fee on assets invested in securities
of such investment companies.
LENDING OF PORTFOLIO SECURITIES. In order to generate additional
income, the Fund may lend portfolio securities up to one-third of
the value of its total assets, on a short-term or long-term basis,
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 investment
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 at all times.
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. However, the Fund will limit
investments in illiquid securities, including restricted securities
not determined by the Trustees to be liquid, non-negotiable time
deposits, over-the-counter options, and repurchase agreements
providing for settlement in more than seven days after notice, to
15% of its net assets.
FOREIGN SECURITIES RISKS. Investing in foreign securities carries
substantial risks in addition to those associated with domestic
investments. Foreign securities may be 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 currency 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;
. generally lower foreign stock market volume;
. the likelihood that foreign securities may be less liquid or more
volatile;
. generally higher foreign brokerage commissions;
. unreliable mail service between countries; and
. political or financial changes which adversely affect investments
in some countries.
PUT AND CALL OPTIONS. The Fund may purchase both put and call
options on its portfolio securities. These options will be used as
a hedge to attempt to protect securities which the Fund holds or
will be purchasing against decreases or increases in value. The
Fund may purchase call and put options for the purpose of
offsetting previously written call options of the same series. If
the Fund is unable to effect a closing purchase transaction with
respect to covered options it has written, the Fund will not be
able to sell the underlying securities or dispose of assets held in
a segregated account until the options expire or are exercised.
The Fund may also write covered call and put options on all or any
portion of its portfolio to generate income for the Fund. By
writing a call option, the Fund becomes obligated during the term
of the option to deliver the securities underlying the option upon
payment of the exercise price. By writing a put option, the Fund
becomes obligated during the term of the option to purchase the
securities underlying the option at the exercise price if the
option is expired. The Fund will write call options on securities
either held in its portfolio or which it has the right to obtain
without payment of further consideration or for which it has
segregated cash or U.S. government securities in the amount of any
additional consideration.
The Fund may purchase and write over-the-counter options on
portfolio securities in negotiated transactions with the buyers or
writers of the options when options on the portfolio securities
held by the Fund are not traded on an exchange. The Fund purchases
and writes options only with investment dealers and other financial
institutions (such as commercial banks or savings and loan
associations) deemed creditworthy by the Fund's investment adviser.
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.
FUTURES AND OPTIONS ON FUTURES. The Fund may purchase and sell
futures contracts to hedge against the effect of changes in the
value of portfolio securities due to anticipated changes in
interest rates and market conditions. Futures contracts call for
the delivery of particular instruments at a certain time in the
future. The seller of the contract agrees to make delivery of the
type of instrument called for in the contract, and the buyer agrees
to take delivery of the instrument at the specified future time.
Stock index futures contracts are based on indices that reflect the
market value of common stock of the firms included in the indices.
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 also write call options and purchase put options on
futures contracts as a hedge to attempt to protect securities in
its portfolio against decreases in value. When the Fund writes a
call option on a futures contract, it is undertaking the obligation
of selling a futures contract at a fixed price at any time during a
specified period if the option is exercised. Conversely, as
purchaser of a put option on a futures contract, the Fund is
entitled (but not obligated) to sell a futures contract at the
fixed price during the life of the option.
The Fund may also write put options and purchase call options on
futures contracts as a hedge against rising purchase prices of
portfolio securities. The Fund will use these transactions to
attempt to protect its ability to purchase portfolio securities in
the future at price levels existing at the time it enters into the
transactions. When the Fund writes a put option on a futures
contract, it is undertaking to buy a particular futures contract at
a fixed price at any time during a specified period if the option
is exercised. As a purchaser of a call option on a futures
contract, the Fund is entitled (but not obligated) to purchase a
futures contract at a fixed price at any time during the life of
the option.
The Fund may not purchase or sell futures contracts or related
options if immediately thereafter the sum of the amount of margin
deposits on the Fund's existing futures positions and premiums paid
for related options would exceed 5% of the market value of the
Fund's total assets. When the Fund purchases futures contracts, an
amount of cash and cash equivalents, equal to the underlying
commodity value of the futures contracts (less any related margin
deposits), will be deposited in a segregated account with the
Fund's custodian (or the broker, if legally permitted) to
collateralize the position and thereby insure that the use of such
futures contract is unleveraged. When the Fund sells futures
contracts, it will either own or have the right to receive the
underlying future or security, or will make deposits to
collateralize the position as discussed above.
RISKS. When the Fund uses futures and options on futures as
hedging devices, there is a risk that the prices of the
securities subject to the futures contracts may not correlate
perfectly with the prices of the securities in the Fund's
portfolio. This may cause the futures contract and any related
options to react differently than the portfolio securities to
market changes. In addition, the Fund's investment adviser
could be incorrect in its expectations about the direction or
extent of market factors such as stock price movements. In
these events, the Fund may lose money on the futures contract
or option.
It is not certain that a secondary market for positions in
futures contracts or for options will exist at all times.
Although the investment 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.
INVESTMENT LIMITATIONS
The Fund will not:
o borrow money directly or through reverse repurchase agreements
(arrangements in which the Fund sells a portfolio instrument for
a percentage of its cash value with an agreement to buy it back
on a set date) or pledge securities except, under certain
circumstances, the Fund may borrow up to one-third of the value
of its total assets and pledge up to 10% of the value of its
total assets to secure such borrowings.
The above investment limitation cannot be changed without
shareholder approval.
PORTAGE FUNDS INFORMATION
MANAGEMENT OF THE PORTAGE FUNDS
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 of the powers of the Trust 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, investment decisions for the Fund are made by First
National Bank of Ohio, the Fund's investment adviser (the
"Adviser"), subject to direction by the Trustees. The Adviser
continually conducts investment research and supervision for the
Fund and is responsible for the purchase or sale of portfolio
instruments, for which it receives an annual fee from the Fund.
ADVISORY FEES. The Adviser receives an annual investment
advisory fee equal to 0.75 of 1% of the Fund's average daily
net assets. The investment advisory contract provides for the
voluntary reimbursement of expenses by the Adviser to the
extent any Fund expenses exceed such lower expense limitation
as the Adviser may, by notice to the Fund, voluntarily declare
to be effective. The Adviser can terminate this voluntary
reimbursement of expenses at any time at its sole discretion.
The Adviser has undertaken to reimburse the Fund for operating
expenses in excess of limitations established by certain
states.
ADVISER'S BACKGROUND. First National Bank of Ohio, a national
banking association formed in 1947, is a wholly-owned
subsidiary of First Bancorporation of Ohio ("FBOH"). Through
its subsidiaries and affiliates, FBOH offers a full range of
financial services to the public including commercial lending,
depository services, cash management, brokerage services,
retail banking, credit card services, mortgage banking,
investment advisory services, and trust services.
As of June 30, 1994, the Trust Division of First National Bank
of Ohio had approximately $2.5 billion under administration of
which it had investment discretion over $1.2 billion.
As part of its regular banking operations, First National Bank
of Ohio 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
First National Bank of Ohio. The lending relationship will not
be a factor in the selection of securities.
The Manager of the Fund is Wesley C. Meinerding, a Vice
President and Trust Officer with First National Bank of Ohio.
Mr. Meinerding manages corporate and personal trust portfolios
at First National Bank of Ohio. Prior to joining FBOH in
December 1982, Mr. Meinerding managed trust and bank assets at
First National Bank in Massillon, corporate and personal trusts
at Harter Bank and Trust, and pension assets at Firestone Tire
and Rubber Company. Mr. Meinerding has managed the Fund since
its inception in September 1994.
DISTRIBUTION OF FUND SHARES
investment
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 the Investment Company Act Rule 12b-
1 (the "Plan"), the Fund may pay to Federated Securities Corp., the
distributor, an amount computed at an annual rate of up to 0.25 of
1% of the Fund's average daily net assets to finance any activity
which is principally intended to result in the sale of shares
subject to the Plan.
The distributor 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 support services as agents for
their clients or customers who beneficially own shares of the Fund.
Financial institutions will receive fees from the distributor based
upon shares owned by their clients or customers. The schedules of
such fees and the basis upon which such fees will be paid will be
determined from time to time by the distributor.
The Fund's Plan is a compensation type plan. As such, the Fund
makes no payments to the distributor except as described above.
Therefore, the Fund does not pay for unreimbursed expenses of the
distributor, including amounts expended by the distributor in
excess of amounts received by it from the Fund, interest, carrying
or other financing charges in connection with excess amounts
expended, or the distributor's overhead expenses. However, the
distributor may be able to recover such amounts or may earn a
profit from future payments made by the Fund under the Plan.
The 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 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,
Pittsburgh, Pennsylvania, a subsidiary of Federated Investors,
provides the Fund with the administrative personnel and services
necessary to operate the Fund. Such services include shareholder
servicing and certain legal and accounting services. Federated
Administrative Services provides these at an annual rate as
specified below:
Maximum Average Aggregate Daily
Administrative Fee Net Assets of the Trust
.150 of 1% on the first $250 million
.125 of 1% on the next $250 million
.100 of 1% on the next $250 million
.075 of 1% on assets in excess of $750 million
The administrative fee received during any fiscal year shall
aggregate at least $100,000 per Fund. Federated Administrative
Services may voluntarily choose to reimburse a portion of its fee
at any time.
t
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.
OTHER PAYMENTS TO FINANCIAL INSTITUTIONS. In addition to periodic
payments to financial institutions under the Distribution and
Shareholder Services Plans, certain financial institutions may be
compensated by the adviser for the continuing investment of
customers' assets in this Fund. These payments will be made
directly by the adviser from its assets, and will not be made from
the assets of the Fund or by the assessment of a sales charge on
Fund shares.
CUSTODIAN. State Street Bank and Trust Company, Boston,
Massachusetts, is custodian for the securities and cash of the
Fund.
TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND PORTFOLIO ACCOUNTING
SERVICES. Federated Services Company, Pittsburgh, Pennsylvania, a
subsidiary of Federated Investors, is transfer agent and dividend
disbursing agent for the Fund. It also provides certain accounting
and recordkeeping services with respect to the Fund's portfolio
investments.
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 PUBLIC ACCOUNTANTS. The independent public accountants
for the Fund are Arthur Andersen & Co., Pittsburgh, Pennsylvania.
BROKERAGE TRANSACTIONS
When selecting brokers and dealers to handle the purchase and sale
of portfolio instruments, the Adviser looks for prompt execution of
the order at a favorable price. In working with dealers, the
Adviser will generally 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 may give
consideration to those firms which have sold or are selling shares
of the Fund. The Adviser makes decisions on portfolio transactions
and selects brokers and dealers subject to review by the Trustees.
EXPENSES OF THE FUND
The Fund pays all of its own expenses and its allocable share of
Trust expenses. The expenses of the Fund include, but are not
limited to, the cost of: organizing the Trust and continuing its
existence; 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;
distribution fees; insurance premiums; association membership dues;
and such nonrecurring and extraordinary items as may arise.
However, the Adviser may voluntarily reimburse the Fund the amount,
up to the amount of the advisory fee, by which operating expenses
exceed limitations imposed by certain states.
NET ASSET VALUE
The Fund's net asset value per share fluctuates. It is determined
by dividing the sum of the market value of all securities and other
assets, less liabilities, by the number of 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 Wire System are open for business. In
connection with qualified account relationships in the Trust
Department of First National Bank of Ohio, Fund shares may be
ordered by telephone through procedures established with First
National Bank of Ohio and its affiliates. Individual investors may
place orders to purchase shares either by telephone or by mail.
Texas residents should purchase shares of the Fund through
Federated Securities Corp. at 1-800-356-2805. In connection with
the sale of Fund shares, 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.
THROUGH FIRST NATIONAL BANK OF OHIO OR FBOH INVESTOR SERVICES, INC.
Trust customers placing an order to purchase shares of the Fund may
open an account by calling First National Bank of Ohio at 216-384-
7300. Information needed to establish the account will be taken
over the telephone.
Individual investors placing an order to purchase shares of the
Fund may telephone FBOH Investor Services, Inc. at 216-384-7230.
An account may be opened by completing a new account application
form available from FBOH Investor Services, Inc., 4100 Embassy
Parkway, Akron, Ohio 44333.
Payment may be made by check, transfer from an Automated Clearing
House ("ACH") member institution, federal funds or by debiting a
customer's account at First National Bank of Ohio. Purchase orders
must be received by 3:30 p.m. (Eastern time) in order for shares to
be purchased at that day's price. Purchases by check are
considered received after payment by check is converted into
federal funds and is received by the Fund. When payment is made
with federal funds, the order is considered received when federal
funds are received by the Fund. Shares cannot be purchased on days
on which the New York Stock Exchange is closed or on federal
holidays restricting wire transfers.
MINIMUM INVESTMENT REQUIRED
The minimum initial investment in the Fund is $1,000. Subsequent
investments may be in amounts of $100 or more. The Fund may waive
the initial minimum investment from time to time.
WHAT SHARES COST
Shares are sold at their net asset value next determined after an
order is received, plus a sales charge, as follows:
Sales Charge as Sales Charge as
a Percentage of a Percentage of
Amount of Transaction Public Offering Price Net Amount Invested
Less than $100,000 4.50% 4.71%
$100,000 but less than $250,000 3.75% 3.90%
$250,000 but less than $500,000 2.50% 2.56%
$500,000 but less than $750,000 2.00% 2.04%
$750,000 but less than $1 million 1.00% 1.01%
$1 million or more 0.00% 0.00%
The net asset value is determined at 4:00 p.m. (Eastern time),
Monday through Friday, except on: (i) days on which there are not
sufficient changes in the value of the Fund's portfolio securities
that its net asset value might be materially affected; (ii) days
during which no shares are tendered for redemption and no orders to
purchase shares are received; and (iii) the following holidays:
New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
PURCHASES AT NET ASSET VALUE. Shareholders who are trust customers
of First Bancorporation of Ohio and its subsidiaries are exempt
from sales charges. In addition, the following persons may
purchase shares of the Fund at net asset value, without a sales
charge: employees and retired employees of First National Bank of
Ohio, Federated Securities Corp., or their affiliates, or any bank
or investment dealer who has a sales agreement with Federated
Securities Corp. with regard to the Fund, and members of the
families (including parents, grandparents, siblings, spouses,
children, aunts, uncles, and in-laws) of such employees or retired
employees.
SALES CHARGE REALLOWANCE. 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. The distributor will,
periodically, uniformly offer to pay cash or promotional incentives
in the form of trips to sales seminars at luxury resorts, tickets
or other items to all dealers selling shares of the Fund. Such
payments will be predicated upon the amount of shares of the Fund
that are sold by the dealer.
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 Fund shares.
REDUCING THE SALES CHARGE
The sales charge can be reduced on the purchase of Shares through:
. quantity discounts and accumulated purchases;
. signing a 13-month letter of intent; or
. using the reinvestment privilege.
QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES. As shown in the
previous table, larger purchases reduce the sales charge paid. The
Fund will combine purchases made on the same day by the investor,
the investor's spouse, 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 Fund will
consider the previous purchases still invested in the Fund. For
example, if a shareholder already owns shares having a current
value at the public offering price of $90,000 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 3.75%, not 4.50%.
To receive the sales charge reduction, FBOH Investor Services, Inc.
or the distributor must be notified by the shareholder in writing
at the time the purchase is made that Fund shares are already owned
or that purchases are being combined. The Fund will reduce the
sales charge after it confirms the purchases.
LETTER OF INTENT. If a shareholder intends to purchase at least
$100,000 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 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 obligate the shareholder to purchase
shares, but if the shareholder does, each purchase during the
period will be at the sales charge applicable to the total amount
intended to be purchased. This letter may be dated as of a prior
date to include any purchases made within the past 90 days.
REINVESTMENT PRIVILEGE. If shares in the Fund have been redeemed,
the shareholder has a one-time right, within 60 days, to reinvest
the redemption proceeds at the next-determined net asset value
without any sales charge. First National Bank of Ohio or the
distributor must be notified by the shareholder in writing or by
his financial institution of the reinvestment in order to eliminate
a sales charge. If the shareholder redeems his shares in the Fund,
there may be tax consequences. Shareholders contemplating such
transactions should consult their own tax advisers.
SYSTEMATIC INVESTMENT PROGRAM
Shareholders who are individual investors and have opened an
account 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 or
by transfer from an ACH member institution and invested in shares.
A shareholder may apply for participation in this program through
FBOH Investor Services, Inc.
SUBACCOUNTING SERVICES
Institutions are encouraged to open single master accounts.
However, certain institutions may wish to use the transfer agent's
subaccounting system to minimize their internal recordkeeping
requirements. The transfer agent charges a fee based on the level
of subaccounting services rendered. Institutions holding shares of
the Fund in a fiduciary, agency, custodial, or similar capacity may
charge or pass through subaccounting fees as part of or in addition
to normal trust or agency account fees. They may also charge fees
for other services provided which may be related to the ownership
of Fund shares. This prospectus should, therefore, be read
together with any agreement between the customer and the
institution with regard to the services provided, the fees charged
for those services, and any restrictions and limitations imposed.
CERTIFICATES AND CONFIRMATIONS
As transfer agent for the Fund, Federated Services Company
maintains a share account for each shareholder. Share certificates
are not issued unless requested by contacting the Fund.
Detailed confirmations of each purchase or redemption are sent to
each shareholder and dividend confirmations are sent to each
shareholder to report dividends paid.
DIVIDENDS AND CAPITAL GAINS
Dividends are declared and paid quarterly. 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
automatically 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 writing to the Fund or First
National Bank of Ohio or FBOH Investor Services, Inc. as
appropriate.
EXCHANGE PRIVILEGE
A shareholder may exchange shares of the Portage Equity Fund for
shares of the Portage U.S. Government Money Market Fund by calling
or sending a written request to FBOH Investor Services, Inc. In
addition, shares of the Equity Fund may also be exchanged for
certain other funds distributed by Federated Securities Corp. that
are not advised by First National Bank of Ohio ("Federated Funds").
For further information on the availability of Federated Funds for
exchanges, call FBOH Investor Services, Inc. Exchanges are subject
to the minimum initial investment requirement of the Fund being
acquired. Prior to any exchange, the shareholder must receive a
copy of the current prospectus of the fund into which an exchange
is to be effected.
Shares may be exchanged at net asset value, plus the difference
between the Fund's sales charge (if any) already paid and any sales
charge of the fund into which Fund shares are to be exchanged, if
higher.
When an exchange is made from a fund with a sales charge to a fund
with no sales charge, the shares exchanged and additional shares
which have been purchased by reinvesting dividends on such shares
retain the character of the exchanged shares for purposes of
exercising further exchange privileges; thus, an exchange of such
shares for shares of a fund with a sales charge would be at net
asset value.
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 of any shareholder who makes more than six
exchanges of shares of the Funds in a year, or three in a calendar
quarter. Shareholders would be notified prior to any modification
or termination.
The exchange privilege is available to shareholders residing in any
state in which the fund shares being acquired may legally be sold.
Upon receipt of proper instructions and all necessary supporting
documents, Fund shares submitted for exchange will be redeemed at
the next-determined net asset value.
Written exchange instructions may require a signature guarantee.
Exercise of this privilege is treated as a sale for federal income
tax purposes and, depending on the circumstances, a short or long-
term capital gain or loss may be realized. The exchange privilege
may be terminated at any time. Shareholders will be notified of
the termination of the exchange privilege. A shareholder may
obtain further information on the exchange privilege by calling
FBOH Investor Services, Inc. at 216-384-7230.
EXCHANGE-BY-TELEPHONE
Instructions for exchanges between funds which are part of the
Portage Funds may be given by telephone to FBOH Investor Services,
Inc. at 216-384-7230. Shares may be exchanged by telephone only
between fund accounts having identical shareholder registrations.
Telephone exchange instructions may be recorded.
Orders for exchanges received prior to 3:30 p.m. (Eastern time) on
any day that the Fund is open for business will be executed as of
the close of business that day. Orders for exchanges received
after 3:30 p.m. (Eastern time) on any business day will be executed
at the close of the next business day. The telephone exchange
privilege may be modified or terminated at any time. Shareholders
will be notified of such modification or termination.
If reasonable procedures are not followed by the Fund, it may be
liable for losses due to unauthorized or fraudulent telephone
instructions.
REDEEMING SHARES
The Fund redeems shares at their net asset value next determined
after First National Bank of Ohio receives the redemption request.
Redemptions will be made on days on which the Fund computes its net
asset value. Redemption requests cannot be executed on days on
which the New York Stock Exchange is closed or on federal holidays
when wire transfers are restricted. Requests for redemption can be
made in person or by telephone for Trust customers. Individual
investors can make requests for redemption in person, by telephone
or by mail through FBOH Investor Services, Inc.
THROUGH FIRST NATIONAL BANK OF OHIO OR FBOH INVESTOR SERVICES, INC.
BY TELEPHONE. A shareholder who is a Trust customer of First
National Bank of Ohio may redeem shares of the Fund by telephoning
First National Bank of Ohio at 216-384-7300. A shareholder who is
an individual investor/customer of FBOH Investor Services, Inc. may
redeem shares by telephoning 216-384-7230. For calls received
before 3:30 p.m. (Eastern time), proceeds will normally be wired
the following day to the shareholder's account at First National
Bank of Ohio, transferred through ACH to a member institution, or a
check will be sent to the address of record. In no event will
proceeds be sent more than seven days after a proper request for
redemption has been received. An authorization form permitting the
Fund to accept telephone requests must first be completed.
Authorization forms and information on this service are available
from FBOH Investor Services, Inc. Telephone redemption
instructions may be electronically recorded.
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 should be utilized,
such as a written request to Federated Services Company or FBOH
Investor Services, Inc.
If, at any time, the Fund shall determine it necessary to terminate
or modify this method of redemption, shareholders would be promptly
notified.
If reasonable procedures are not followed by the Fund, it may be
liable for losses due to unauthorized or fraudulent telephone
instructions.
BY MAIL. Shares may also be redeemed by sending a written request
to FBOH Investor Services, Inc. Call FBOH Investor Services, Inc.
for specific instructions before redeeming by letter. The
shareholder will be asked to provide in the request his name, the
Fund name, his account number, and the share or dollar amount
requested. If share certificates have been issued, they must be
properly endorsed and should be sent by registered or certified
mail with the written request.
SIGNATURES. Shareholders requesting a redemption of $50,000 or
more, a redemption of any amount to be sent to an address other
than that on record with the Fund, or a redemption payable
other than to the shareholder of record must have signatures on
written redemption requests guaranteed by:
. a trust company or commercial bank whose deposits are insured by the Bank
Insurance Fund ("BIF"), which is administered by the Federal
Deposit Insurance Corporation ("FDIC");
. a member of the New York, American, Boston, Midwest, or Pacific
Stock Exchange;
. a savings bank or savings and loan association whose deposits are
insured by the Savings Association Insurance Fund ("SAIF"), which is
administered by the FDIC; or
. any other "eligible guarantor institution" as defined in the
Securities Exchange Act of 1934.
The Fund does not accept signatures guaranteed by a notary
public.
The Fund and its transfer agent have adopted standards for
accepting signature guarantees from the above institutions.
The Fund may elect in the future to limit eligible signature
guarantors to institutions that are members of a signature
guarantee program. The Fund and its transfer agent reserve the
right to amend these standards at any time without notice.
Normally, a check for the proceeds is mailed within one
business day, but in no event more than seven days, after
receipt of a proper written redemption request.
SYSTEMATIC WITHDRAWAL PROGRAM
If a shareholder's account has a value of at least $10,000, a
Systematic Withdrawal Program may be established whereby automatic
redemptions are made from the account and transferred
electronically to any commercial bank, savings bank, or credit
union that is an ACH member. A shareholder may apply for
participation in this program through FBOH Investor Services, Inc.
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. Due to the fact that shares
are sold with a sales charge, it is not advisable for shareholders
to be purchasing shares of the Fund 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 the account balance falls below a required minimum
value of $1,000 due to shareholder redemptions. Before shares are
redeemed to close an account, the shareholder is notified in
writing and allowed 30 days to purchase additional shares to meet
the minimum requirement.
SHAREHOLDER INFORMATION
VOTING RIGHTS
Each share of the Fund gives the shareholder one vote in Trustee
elections and other matters submitted to shareholders of the Fund
for vote. All shares of each portfolio in the Trust have equal
voting rights, except that in matters affecting only a particular
portfolio, only shares of that portfolio 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 Fund's operation
and for the election of Trustees under certain circumstances.
Trustees may be removed by the shareholders at a special meeting.
A special meeting of the shareholders for this purpose shall be
called by the Trustees upon the written request of shareholders
owning at least 10% of the outstanding shares of all series of the
Trust entitled to vote.
MASSACHUSETTS PARTNERSHIP LAW
Under certain circumstances, shareholders may be held personally
liable as partners under Massachusetts law for acts or obligations
of the Trust. To protect shareholders of the Fund, the Trust has
filed legal documents with Massachusetts that expressly disclaim
the liability of shareholders for such acts or obligations of the
Trust. These documents require notice of this disclaimer to be given 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, the Trust is required by the
Declaration of Trust to use its property to protect or compensate
the shareholder. On request, the Trust will defend any claim made
and pay any judgment against a shareholder for any act or
obligation of the Trust. Therefore, financial loss resulting from
liability as a shareholder will occur only if the Trust itself
cannot meet its obligations to indemnify shareholders and pay
judgments against them from its assets.
EFFECT OF BANKING LAWS
The Glass-Steagall Act and other banking laws and regulations
presently prohibit a bank holding company registered under the Bank
Holding Company Act of 1956 or any bank or non-bank 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, or distributing
securities in general. Such laws and regulations do not prohibit
such a holding company or bank or non-bank 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 customer. The Fund's
investment adviser, First National Bank of Ohio, is subject to such
banking laws and regulations.
First National Bank of Ohio believes, based on the advice of its counsel,
that it may perform the investment advisory services for the Fund contemplated
by it advisory agreement with the Trust without violating the Glass-Steagall
Act or other applicable banking laws or regulations. Such counsel has pointed
out, however, that 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
First National Bank of Ohio 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 the Fund may occur, including the possible alteration
or termination of any automatic or other Fund share investment and
redemption services then being provided by First National Bank of Ohio,
and the Trustees would consider alternative investment advisers and other
means of continuing available investment services. It is not expected that
Fund shareholders would suffer any adverse financial consequences
(if another adviser with equivalent abilities to First National
Bank of Ohio 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 applicable to regulated
investment companies and to receive the special tax treatment
afforded to such companies.
The Fund will be treated as a single, separate entity for federal
income tax purposes so that income (including capital gains) and
losses realized by the Trust's other portfolios will not be
combined for tax purposes with those realized by the Fund.
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. The Fund will provide detailed tax information for
reporting purposes.
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 its 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 normally 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
Portage Equity Fund Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Distributor
Federated Securities Corp. Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Investment Adviser
First National Bank of Ohio 121 South Main Street
Akron, Ohio 44308-1440
Custodian
State Street Bank and Trust Company P.O. Box 1713
Boston, Massachusetts 02105
Transfer Agent, Dividend Disbursing
Agent, and Portfolio Accounting Services
Federated Services Company Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
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 Public Accountants
Arthur Andersen & Co. 2100 One PPG Place
Pittsburgh, Pennsylvania 15222
PORTAGE EQUITY FUND
(A Portfolio of the Portage Funds)
Prospectus
An Open-End, Diversified
Management Investment Company
September 3, 1994
FEDERATED SECURITIES CORP.
Distributor
A subsidiary of FEDERATED INVESTORS PORTAGE FUNDS
FEDERATED INVESTORS TOWER First National Bank ofOhio,
PITTSBURGH, PA 15222-3779 Investment Adviser
PORTAGE EQUITY FUND
(A Portfolio of the Portage Funds)
Statement of Additional Information
This Statement of Additional Information should be read with the
prospectus of the Portage Equity Fund (the "Fund") dated September 3,
1994. This Statement is not a prospectus itself. To receive
copy of the prospectus, write to First National Bank of Ohio, 121
South Main Street, Akron, Ohio 44308-1440.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Statement dated September 3, 1994
FEDERATED SECURITIES CORP.
Distributor First National Bank of Ohio,
A subsidiary of FEDERATED INVESTORS Investment Adviser
TABLE OF CONTENTS
GENERAL INFORMATION ABOUT THE FUND
INVESTMENT OBJECTIVE AND POLICIES
Convertible Securities
Zero Coupon Securities
Warrants
When-Issued and Delayed Delivery Transactions
Repurchase Agreements
Restricted and Illiquid Securities
Futures and Options Transactions
Futures Contracts
"Margin" in Futures Transactions
Put Options on Financial Futures Contracts
Stock Index Options
Call Options on Financial Futures Contracts
Purchasing Put and Call Options on Portfolio Securities
Writing Covered Put and Call Options on Portfolio Securities
Over-the-Counter Options
Reverse Repurchase Agreements
Portfolio Turnover
INVESTMENT LIMITATIONS
PORTAGE FUNDS MANAGEMENT
Officers and Trustees
The Funds
Fund Ownership
Trustee Liability
INVESTMENT ADVISORY SERVICES
Adviser to the Fund
Advisory Fees
ADMINISTRATIVE SERVICES
BROKERAGE TRANSACTIONS
PURCHASING SHARES
Distribution and Shareholder Services Plans
Conversion to Federal Funds
DETERMINING NET ASSET VALUE
Determining Market Value of Securities
Trading in Foreign Securities
REDEEMING SHARES
Redemption in Kind
TAX STATUS
The Fund's Tax Status
Foreign Taxes
Shareholders' Tax Status
TOTAL RETURN
YIELD
PERFORMANCE COMPARISONS
APPENDIX
GENERAL INFORMATION ABOUT THE FUND
The Fund is a portfolio in the Portage Funds (the "Trust"), which
was established as a Massachusetts business trust under a
Declaration of Trust dated November 12, 1990. The Declaration of
Trust permits the Trust to offer separate series of shares of
beneficial interest representing interests in separate portfolios
of securities.
INVESTMENT OBJECTIVE AND POLICIES
The Fund's investment objective is to achieve growth of capital and
income. The investment objective cannot be changed without the
approval of shareholders. The policies described below may be
changed by the Board of Trustees (the "Trustees") without
shareholder approval. Shareholders will be notified before any
material change in these policies becomes effective.
CONVERTIBLE SECURITIES
Convertible bonds and convertible preferred stocks are fixed income
securities that generally retain the investment characteristics of
fixed income securities until they have been converted but also
react to movements in the underlying equity securities. The holder
is entitled to receive the fixed income of a bond or the dividend
preference of a preferred stock until the holder elects to exercise
the conversion privilege. Usable bonds are corporate bonds that
can be used, in whole or in part, customarily at full face value,
in lieu of cash to purchase the issuer's common stock. When owned
as part of a unit along with warrants, which are options to buy the
common stock, they function as convertible bonds, except that the
warrants generally will expire before the bond's maturity.
Convertible securities are senior to equity securities and,
therefore, have a claim to assets of the corporation prior to the
holders of common stock in the case of liquidation. However,
convertible securities are generally subordinated to similar
nonconvertible securities of the same company. The interest income
and dividends from convertible bonds and preferred stocks provide a
stable stream of income with generally higher yields than common
stocks, but lower than non-convertible securities of similar
quality.
The Fund will exchange or convert the convertible securities held
in its portfolio into shares of the underlying common stock in
instances in which, in the adviser's opinion, the investment
characteristics of the underlying common shares will assist the
Fund in achieving its investment objective. Otherwise, the Fund
will hold or trade the convertible securities. In selecting
convertible securities for the Fund, the 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
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.
ZERO COUPON SECURITIES
Federal tax law requires the holder of a zero coupon security to
recognize income from the security prior to the receipt of cash
payments. To maintain its qualification as a regulated investment
company and avoid liability of federal income taxes, the Fund will
be required to distribute income accrued from zero coupon
securities which it owns, and may have to sell portfolio securities
(perhaps at disadvantageous times) in order to generate cash to
satisfy these distribution requirements.
WARRANTS
The Fund may invest in warrants. Warrants provide an option 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 a year to twenty years or may be perpetual.
However, most warrants have expiration dates after which they are
worthless. In addition, if the market price of the common stock
does not exceed the warrant's exercise price during the life of the
warrant, the warrant will expire as worthless. 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 underlying 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 in warrants which are not listed on the
New York or American Stock Exchanges. Warrants acquired in units
or attached to securities may be deemed to be without value for
purposes of this policy.
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,
and are made to secure what is considered to be an advantageous
price and yield for the Fund. Settlement dates may be a month or
more after entering into these transactions, and the market values
of the securities purchased may vary from the purchase prices.
No fees or 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 at the
trade date. These securities are marked to market daily and are
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.
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 deemed by the Fund's adviser to be creditworthy pursuant to
guidelines established by the Trustees.
RESTRICTED AND ILLIQUID SECURITIES
The ability of the Trustees to determine the liquidity of certain restricted
securities is permitted under a 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 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 the Rule. 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 may 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.
The Fund may invest in commercial paper issued in reliance on the
exemption from registration afforded by Section 4(2) of the
Securities Act of 1933 and treats such commercial paper as liquid.
Section 4(2) commercial paper is restricted as to disposition under
federal securities law and is generally sold to institutional
investors, such as the Fund, who agree that they are purchasing the
paper for investment purposes and not with a view to public
distribution. Any resale by the purchaser must be in an exempt
transaction. Section 4(2) commercial paper is 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
Section 4(2) commercial paper, thus providing liquidity.
FUTURES AND OPTIONS TRANSACTIONS
As a means of reducing fluctuations in the net asset value of
shares of the Fund, the Fund may attempt to hedge all or a portion
of its portfolio by buying and selling financial futures contracts,
buying put and call options on portfolio securities and put options
on financial futures contracts, and writing call options on futures
contracts. The Fund may also write covered call options on its
portfolio securities and covered put options to attempt to increase
its current income. The Fund will maintain its positions in
securities, option rights, and segregated cash subject to puts and
calls until the options are exercised, closed, or have expired. An
option position on financial futures contracts may be closed out
over-the-counter or on a nationally recognized exchange which
provides a secondary market for options of the same series.
FUTURES CONTRACTS
The Fund may purchase and sell financial futures contracts to hedge
against the effects of changes in the value of portfolio securities
due to anticipated changes in interest rates and market conditions
without necessarily buying or selling the securities. The Fund
also may purchase and sell stock index futures to hedge against
changes in prices. The Fund will not engage in futures
transactions for speculative purposes.
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. For example, in the fixed income securities market,
prices move inversely to interest rates. A rise in rates means a
drop in price. Conversely, a drop in rates means a rise in price.
In order to hedge its holdings of fixed income securities against a
rise in market interest rates, the Fund could enter into contracts
to deliver securities at a predetermined price (i.e., "go short")
to protect itself against the possibility that the prices of its
fixed income securities may decline during the Fund's anticipated
holding period. The Fund would "go long" (agree to purchase
securities in the future at a predetermined price) to hedge against
a decline in market interest rates.
Stock index futures contracts are based on indices that reflect the
market value of common stock of the firms included in the indices.
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.
"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 its 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 initial margin in futures transactions does
not involve the borrowing of funds 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 the 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 it
writes call options on futures contracts.
PUT OPTIONS ON FINANCIAL FUTURES CONTRACTS
The Fund may purchase listed put options on financial futures
contracts to protect portfolio securities against decreases in
value resulting from market factors, such as an anticipated
increase in interest rates. 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.
Generally, if the hedged portfolio securities decrease in value
during the term of an option, the related futures contracts will
also decrease in value and the option will increase in value. In
such an event, the Fund will normally close out its option by
selling an identical option. If the hedge is successful, the
proceeds received by the Fund upon the sale of the second option
will be large enough to offset both the premium paid by the Fund
for the original option plus the decrease in value of the hedged
securities.
Alternatively, the Fund may exercise its put option to close out
the position. To do so, it would simultaneously enter into a
futures contract of the type underlying the option (for a price
less than the strike price of the option) and exercise the option.
The Fund would then deliver the futures contract in return for
payment of the strike price. If the Fund neither closes out nor
exercises an option, the option will expire on the date provided in
the option contract, and only the premium paid for the contract
will be lost.
STOCK INDEX OPTIONS
The Fund may purchase put options on stock indices listed on
national securities exchanges or traded in the over-the-counter
market. A stock index fluctuates with changes in the market values
of the stocks included in the index.
The effectiveness of purchasing stock index options will depend
upon the extent to which price movements in the Fund's portfolio
correlate with price movements of the stock index selected.
Because the value of an index option depends upon movements in the
level of the index rather than the price of a particular stock,
whether the Fund will realize a gain or loss from the purchase of
options on an index depends upon movements in the level of stock
prices in the stock market generally or, in the case of certain
indices, in an industry or market segment, rather than movements in
the price of a particular stock. Accordingly, successful use by
the Fund of options on stock indices will be subject to the ability
of the Fund's adviser to predict correctly movements in the
directions of the stock market generally or of a particular
industry. This requires different skills and techniques than
predicting changes in the price of individual stocks.
CALL OPTIONS ON FINANCIAL FUTURES CONTRACTS
In addition to purchasing put options on futures, the Fund may
write listed and over-the-counter call options on financial futures
contracts to hedge its portfolio against an increase in market
interest rates. 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 fixed strike
price at any time during the life of the option if the option is
exercised. As stock prices fall or market interest rates rise,
causing the prices of futures to go down, the Fund's obligation
under a call option on a future (to sell a futures contract) costs
less to fulfill, causing the value of the Fund's call option
position to increase.
In other words, as the underlying futures price goes down below the
strike price, the buyer of the option has no reason to exercise the
call, so that the Fund keeps the premium received for the option.
This premium can substantially offset the drop in value of the
Fund's portfolio securities.
Prior to the expiration of a call written by the Fund, or exercise
of it by the buyer, the Fund may close out the option by buying an
identical option. If the hedge is successful, the cost of the
second option will be less than the premium received by the Fund
for the initial option. The net premium income of the Fund will
then substantially offset the decrease in value of the hedged
securities.
The Fund will not maintain open positions in futures contracts it
has sold or call options it has written on futures contracts if, in
the aggregate, the value of the open 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 hedged
securities 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.
PURCHASING PUT AND CALL OPTIONS ON PORTFOLIO SECURITIES
The Fund may purchase put and call options on portfolio securities
to protect against price movements in particular securities in its
portfolio. A put option gives the Fund, in return for a premium,
the right to sell the underlying security to the writer (seller) at
a specified price during the term of the option. A call option
gives the Fund, in return for a premium, the right to buy the
underlying securities from the seller.
WRITING COVERED PUT AND CALL OPTIONS ON PORTFOLIO SECURITIES
The Fund may also write covered put and call options to generate
income and thereby protect against price movements in particular
securities in the Fund's portfolio. As the writer of a call
option, the Fund has the obligation upon exercise of the option
during the option period to deliver the underlying security upon
payment of the exercise price. As the writer of a put option, the
Fund has the obligation to purchase a security from the purchaser
of the option upon the exercise of the option.
The Fund may only write call options either on securities held in
its portfolio or on securities which it has the right to obtain
without payment of further consideration (or has segregated cash in
the amount of any additional consideration). In the case of put
options, the Fund will segregate cash or U.S. Treasury obligations
with a value equal to or greater than the exercise price of the
underlying securities.
OVER-THE-COUNTER OPTIONS
The Fund may purchase and write over-the-counter options on
portfolio securities in negotiated transactions with the buyers or
writers of the options when options on the portfolio securities
held by the Fund are not traded on an exchange.
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 a percentage of the instrument's
market value in cash, and agrees that on a stipulated date in the
future the Fund will repurchase the portfolio instrument by
remitting the original consideration plus interest at an agreed
upon rate. The use of reverse repurchase agreements may enable the
Fund to avoid selling portfolio instruments at a time when a sale
may be deemed to be disadvantageous, but the ability to enter into
reverse repurchase agreements does not ensure that the Fund will be
able to avoid selling portfolio instruments at a disadvantageous
time.
When effecting reverse repurchase agreements, liquid assets of the
Fund in a dollar amount sufficient to make payment for the
obligations to be purchased are segregated at the trade date.
These securities are marked to market daily and are maintained
until the transaction is settled.
PORTFOLIO TURNOVER
Although the Fund does not intend to invest for the purpose of
seeking short-term profits, securities in its portfolio will be
sold whenever the Fund's adviser believes it is appropriate to do
so in light of the Fund's investment objective, without regard to
the length of time a particular security may have been held. It is
not anticipated that the portfolio trading engaged in by the Fund
will result in its annual rate of portfolio turnover exceeding 75%.
INVESTMENT LIMITATIONS
SELLING SHORT AND BUYING ON MARGIN
The Fund will not sell any securities short or purchase any
securities on margin, but may obtain such short-term credits as
may be necessary for clearance of purchases and sales of
portfolio securities. The deposit or payment by the Fund of
initial or variation margin in connection with futures
contracts or related options transactions is not considered the
purchase of a security on margin.
ISSUING SENIOR SECURITIES AND BORROWING MONEY
The Fund will not issue senior securities, except that the Fund
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 for
investment leverage, but rather as a temporary, extraordinary,
or emergency measure or to facilitate management of the Fund by
enabling the Fund to meet redemption requests when the
liquidation of portfolio securities is deemed to be
inconvenient or disadvantageous. The Fund will not purchase
any securities while any borrowings in excess of 5% of its
total assets are outstanding.
PLEDGING ASSETS
The Fund will not mortgage, pledge, or hypothecate any assets
except to secure permitted borrowings. In those cases, it may
mortgage, pledge, or hypothecate assets having a market value
not exceeding 10% of the value of total assets at the time of
the pledge. For purposes of this limitation, the following
will not be deemed to be pledges of the Fund's assets: (a) the
deposit of assets in escrow in connection with the writing of
covered put or call options and the purchase of securities on a
when-issued basis; and (b) collateral arrangements with respect
to (i) the purchase and sale of stock options (and options on
stock indices) and (ii) initial or variation margin for futures
contracts. Margin deposits for the purchase and sale of
futures contracts and related options are not deemed to be a
pledge.
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 U.S. government, 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, and will not will not acquire more than 10% of the
outstanding voting securities of any one issuer.
UNDERWRITING
The Fund will not underwrite any issue of securities, except as
it may be deemed to be an underwriter under the Securities Act
of 1933 in connection with the sale of securities in accordance
with its investment objective, policies, and limitations.
INVESTING IN REAL ESTATE
The Fund will not purchase or sell real estate, including
limited partnership interests, although it may invest in the
securities of companies whose business involves the purchase or
sale of real estate or in securities which are secured by real
estate or interests in real estate.
INVESTING IN COMMODITIES
The Fund will not purchase or sell commodities, commodity
contracts, or commodity futures contracts except to the extent
that the Fund may engage in transactions involving financial
futures contracts or options on financial futures contracts.
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 Fund from purchasing or holding U.S.
government obligations, money market instruments, variable rate
demand notes, bonds, debentures, notes, certificates of
indebtedness, or other debt securities, entering into
repurchase agreements, or engaging in other transactions where
permitted by the Fund's investment objective, policies, and
limitations or the Trust's Declaration of Trust.
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 by the
U.S. government, its agencies or instrumentalities).
The above investment limitations cannot be changed without
shareholder approval. The following investment 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 NEW ISSUERS
The Fund will not invest more than 5% of the value of its total
assets in securities of issuers with 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 or the Fund's
investment adviser owning individually more than 1/2 of 1% of
the issuer's securities together own more than 5% of the
issuer's securities.
INVESTING IN 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, invest no more than 5% of its
total assets in any one investment company, and invest no more
than 10% of its total assets in investment companies in
general. The Fund will purchase securities of 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, or acquisition of assets.
INVESTING IN RESTRICTED SECURITIES
The Fund will not invest more than 5% of the value of its total
assets in securities subject to restrictions on resale under
the Securities Act of 1933, except for commercial paper issued
under Section 4(2) of the Securities Act of 1933 and certain
other restricted securities which meet the criteria for
liquidity as established by the Trustees.
INVESTING IN ILLIQUID SECURITIES
The Fund will not invest more than 15% of the value of its net
assets in illiquid securities, including repurchase agreements
providing for settlement in more than seven days after notice,
non-negotiable fixed time deposits with maturities over seven
days, over-the-counter options, and certain restricted
securities not determined by the Trustees to be liquid.
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 the value of its net
assets in warrants. No more than 2% of this 5% may be warrants
which are not listed on the New York Stock or American Stock
Exchanges.
INVESTING IN PUT OPTIONS
The Fund will not purchase put options on securities, unless
the securities are held in the Fund's portfolio and not more
than 5% of the value of the Fund's total assets would be
invested in premiums on open put option positions.
WRITING COVERED CALL OPTIONS
The Fund will not write call options on securities unless the
securities 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.
Except with respect to borrowing money, if a percentage limitation
is adhered to at the time of investment, a later increase or
decrease in percentage resulting from any change in value or net
assets will not result in a violation of such restriction.
The Fund does not expect to borrow money or pledge securities in
excess of 5% of the value of its total assets in 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 association
having capital, surplus, and undivided profits in excess of
$100,000,000 at the time of investment to be "cash items."
To comply with registration requirements in certain states, the
Fund (1) will limit the aggregate value of the assets underlying
covered call options or put options written by the Fund to not more
than 25% of its net assets, (2) will limit the premiums paid for
options purchased by the Fund to 5% of its net assets, and (3) will
limit the margin deposits on futures contracts entered into by the
Fund to 5% of its net assets. (If state requirements change, these
restrictions may be revised without shareholder notification.)
PORTAGE FUNDS MANAGEMENT
OFFICERS AND TRUSTEES
Officers and Trustees are listed with their addresses, principal
occupations, and present positions, including any affiliation with
First National Bank of Ohio, Federated Investors, Federated
Securities Corp., Federated Services Company, Federated
Administrative Services, or the Funds (as defined below).
Positions with Principal Occupations
Name and Address the Trust During Past Five Years
John F. Donahue@* Chairman and Chairman and Trustee, Federated
Federated Investors Trustee Investors; Chairman a
Tower Federated Advisers, Federated
Pittsburgh, PA Management, and Federated
Research; Director, AEtna Life
and Casualty Company; Chief
Executive Officer and Director,
Trustee, or Managing General
Partner of the Funds; formerly,
Director, The Standard Fire
Insurance Company. Donahue
is the father of J. Christopher
Donahue, Vice President and
Trustee of the Trust.
John T. Conroy, Jr. Trustee President, Investment Properties
Wood/IPC Commercial Corporation; Senior Vice-
3255 Taiami Trail North President, Department John R. Wood
Naples, FL and Associates, Inc., John R. Wood
and Realtors; President, Northgate
Associates, Inc., Realtors
Village Development Corporation;
General Partner or Trustee in
private real estate ventures in
Southwest Florida; Director,
Trustee, or Managing General
Partner of the Funds;
formerly, President, Naples Property
Management, Inc.
William J. Copeland Trustee Director and Member of the
One PNC Plaza - 23rd Floor Executive Committee, Michael
Pittsburgh, PA Baker, Inc.; Director,
Trustee, or Managing General Partner of
the Funds; formerly, Vice
Chairman and Director, PNC
Bank, N.A., and PNC Bank Corp.
and Director, Ryan Homes, Inc.
J. Christopher Donahue* Vice President President and Trustee, Federated
Federated Investors and Trustee Investors; Trustee, Federated
Tower Advisers, Federated Management,
Pittsburgh, PA and Federated Research;
Trustee, Federated
Administrative Services; Trustee,
Federated Services Company;
President or Vice President of the
Funds; Director, Trustee or
Managing General Partner of some
of the Funds; Mr. Donahue is the
son of John F. Donahue,
Chairman and Trustee of the Trust.
James E. Dowd Trustee Attorney-at-law; Director, The
571 Hayward Mill Road Emerging Germany Fund, Inc.;
Concord, MA Director, Trustee, or Managing
General Partner of the Funds;
formerly, Director, Blue Cross
of Massachusetts, Inc.
Lawrence D. Ellis, M.D. Trustee Hematologist, Oncologist, and
3471 Fifth Avenue Internist, Presbyterian and
Suite 1111 Montefiore Hospitals; Clinical
Pittsburgh, PA Professor of Medicine and
Trustee, University of
Pittsburgh; Director, Trustee,
or Managing General Partner of
the Funds.
Edward L. Flaherty, Jr.@ Trustee Attorney-at-law; Partner, Meyer
5916 Penn Mall and Flaherty; Director, Eat'N
Pittsburgh, PA Park Restaurants, Inc., and
Statewide Settlement Agency,
Inc.; Director, Trustee, or
Managing General Partner of
the Funds; formerly, Counsel,
Horizon Financial, F.A.,
Western Region.
Edward C. Gonzales* President, Vice President, Treasurer, and
Federated Investors Treasurer, and Trustee, Federated Investors; Vice
Tower Trustee President and Treasurer, Federated
Pittsburgh, PA Advisers, Federated Management,
and Federated Research; Executive
Vice President, Treasurer, and
Director, Federated Securities Corp.;
Trustee, Federated Services
Company; Chairman, Treasurer,
and Trustee, Federated
Administrative Services;
Trustee or Director of some of the
Funds; Vice President and
Treasurer of the Funds.
Peter E. Madden Trustee Consultant; State Representative,
225 Franklin Street Commonwealth of Massachusetts;
Boston, MA Director, Trustee, or Managing
General Partner of the Funds;
formerly, President, State Street
Bank and Trust Company and
State Street Boston Corporation
and Trustee, Lahey Clinic
Foundation, Inc.
Gregor F. Meyer Trustee Attorney-at-law; Partner, Meyer
5916 Penn Mall and Flaherty; Chairman, Meritcare,
Pittsburgh, PA Inc.; Director, Eat'N Park
Restaurants, Inc.; Director, Trustee,
or Managing General Partner of the
Funds; formerly, Vice Chairman,
Horizon Financial, F.A.
Wesley W. Posvar Trustee Professor, Foreign Policy and
1202 Cathedral of Management Consultant; Trustee,
Learning Carnegie Endowment for
University of Pittsburgh International Peace, RAND
Pittsburgh, PA Corporation, Online Computer
Library Center, Inc., and U.S.
Space Foundation; Chairman,
Czecho Slovak Management
Center; Director, Trustee, or
Managing General Partner of the
Funds; President Emeritus,
University of Pittsburgh; formerly,
Chairman, National Advisory
Council for Environmental Policy
and Technology.
Marjorie P. Smuts Trustee Public relations/marketing
4905 Bayard Street consultant; Director, Trustee,
Pittsburgh, PA or Managing General Partner of
the Funds.
Richard B. Fisher Vice President Executive Vice President and
Federated Investors Trustee, Federated Investors;
Tower Chairman and Director,
Pittsburgh, PA Federated Securities Corp.;
President or Vice President of
the Funds; Director or Trustee
of some of the Funds.
Margaret P. Demski Vice President Vice President, Federated
Federated Investors and Assistant Administrative Services;
Tower Treasurer Vice President and Assistant
Pittsburgh, PA Treasurer of some of the
Funds.
John W. McGonigle Vice President Vice President, Secretary, General
Federated Investors and Secretar Counsel, and Trustee, Federated
Tower Investors; Vice President, Secretary,
Pittsburgh, PA and Trustee, Federated Advisers,
Federated Management, and
Federated Research; Trustee,
Federated Services Company;
Executive Vice President, Secretary,
and Trustee, Federated
Administrative Services;
Director and Executive Vice
President, Federated Securities
Corp.; Vice President and Secretary
of the Funds.
John A. Staley, IV Vice President Vice President and Trustee,
Federated Investors Federated Investors; Executive Vice
Tower President, Federated Securities
Pittsburgh, PA Corp.; President and Trustee,
Federated Advisers, Federated
Management, and Federated
Research; Vice President of the
Funds; Director, Trustee, or
Managing General Partner of some
of the Funds; formerly, Vice
President, The Standard Fire
Insurance Company and President
of its Federated Research Division.
* This Trustee is deemed to be an "interested person" of the Trust as defined
in the Investment Company Act of 1940.
@ Member 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.
THE FUNDS
"The Funds" and "Funds" mean the following investment
companies: American Leaders Fund, Inc.; Annuity Management
Series; Automated Cash Management Trust; Automated Government
Money Trust; California Municipal Cash Trust; Cash Trust
Series II; Cash Trust Series, Inc.; 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 Intermediate
Government Trust; Federated Master Trust; Federated Municipal
Trust; Federated Short-Intermediate Government Trust;
Federated Short-Term U.S. Government Trust; Federated Stock
Trust; Federated Tax-Free Trust; Federated U.S. Government
Bond Fund; First Priority Funds; Fixed Income Securities,
Inc.; Fortress Adjustable Rate U.S. Government Fund, Inc.;
Fortress Municipal Income Fund, Inc.; Fortress Utility Fund,
Inc.; Fund for U.S. Government Securities, Inc.; Government
Income Securities, Inc.; High Yield Cash Trust; 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 Term Trust, Inc. -
1999; Liberty Utility Fund, Inc.; Liquid Cash Trust; Managed
Series Trust; Mark Twain Funds; Money Market Management, Inc.;
Money Market Obligations Trust; Money Market Trust; Municipal
Securities Income Trust; New York Municipal Cash Trust; 111
Corcoran Funds; Peachtree Funds; The Planters Funds; Portage
Funds; RIMCO Monument Funds; The Shawmut Funds; Short-Term
Municipal Trust; Signet Select Funds; Star Funds; The
Starburst Funds; The Starburst Funds II; Stock and Bond Fund,
Inc.; Sunburst Funds; Targeted Duration Trust; Tax-Free
Instruments Trust; Trademark Funds; Trust for Financial
Institutions; Trust For Government Cash Reserves; Trust for
Short-Term U.S. Government Securities; Trust for U.S. Treasury
Obligations; and World Investment Series, Inc.
FUND OWNERSHIP
Officers and Trustees own less than 1% of the Fund's outstanding
shares.
TRUSTEE LIABILITY
The Trust's Declaration of Trust provides that the Trustees will
only be liable for their own willful defaults. If reasonable care
has been exercised in the selection of officers, agents, employees,
or investment advisers, a Trustee shall not be liable for any
neglect or wrongdoing of any such person. However, they are not
protected against any liability to which they would otherwise be
subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the
conduct of their office.
INVESTMENT ADVISORY SERVICES
ADVISER TO THE FUND
The Fund's investment adviser is First National Bank of Ohio. It
is a wholly-owned subsidiary of First Bancorporation of Ohio.
Because of the internal controls maintained by First National Bank
of Ohio to restrict the flow of non-public information, Fund
investments are typically made without any knowledge of First
National Bank of Ohio's or its affiliates' lending relationships
with an issuer.
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 Trust.
ADVISORY FEES
For its advisory services, the adviser receives an annual
investment advisory fee as described in the prospectus.
STATE EXPENSE LIMITATIONS
The adviser has undertaken to comply with the expense
limitations established by certain states for investment
companies whose shares are registered for sale in those states.
If the Fund's normal operating expenses (including the
investment advisory fee, but not including brokerage
commissions, interest, taxes, and extraordinary expenses)
exceed 2-1/2% 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 will reimburse the Fund for its expenses
over the limitation.
If the Fund's monthly projected operating expenses exceed this
expense limitation, the investment advisory fee paid will be
reduced by the amount of the excess, subject to an annual
adjustment. If the expense limitation is exceeded, the amount
to be reimbursed by the adviser will be limited, in any single
fiscal year, by the amount of the investment advisory fee.
This arrangement is not part of the advisory contract and may
be amended or rescinded in the future.
ADMINISTRATIVE SERVICES
Federated Administrative Services, a subsidiary of Federated
Investors, provides administrative personnel and services to the
Fund for a fee as described in the prospectus.
John A. Staley, IV, an officer of the Trust, holds approximately
15% of the outstanding common stock and serves as a director of
Commercial Data Services, Inc., a company which provides computer
processing services to Federated Administrative Services.
BROKERAGE TRANSACTIONS
The adviser may select brokers and dealers who offer brokerage and
research services. These services may be furnished directly to the
Fund or to the adviser and may include:
. advice as to the advisability of investing in securities;
. security analysis and reports;
. economic studies;
. industry studies;
. receipt of quotations for portfolio evaluations; and
. similar services.
The adviser and its affiliates exercise reasonable business
judgment in selecting brokers who offer brokerage and research
services to execute securities transactions. They determine in
good faith that commissions charged by such persons are reasonable
in relationship to the value of the brokerage and research services
provided.
Research services provided by brokers and dealers may be used by
the adviser in advising the Fund and other accounts. To the extent
that receipt of these services may supplant services for which the
adviser or its affiliates might otherwise have paid, it would tend
to reduce their expenses.
PURCHASING SHARES
Except under certain circumstances described in the prospectus,
shares of the Fund are sold at their net asset value plus a sales
charge, if any, on days the New York Stock Exchange and the Federal
Reserve Wire System are open for business. The procedure for
purchasing shares of the Fund is explained in the prospectus under
"Investing in the Fund."
DISTRIBUTION PLAN
These arrangements permit the payment of fees to financial
institutions and the distributor to stimulate distribution
activities and to cause services to be provided to shareholders by
a representative who has knowledge of the shareholder's particular
circumstances and goals. These activities and services may
include, but are not limited to, marketing efforts; providing
office space, equipment, telephone facilities, and various
clerical, supervisory, computer, and other personnel 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; and assisting clients in changing
dividend options, account designations, and addresses.
By adopting the distribution plan, the Trustees expect that the
Fund will be able to achieve a more predictable flow of cash for
investment purposes and to meet redemptions. This will facilitate
more efficient portfolio management and assist the Fund in pursuing
its investment objectives. By identifying potential investors
whose needs are served by the Fund's objectives, and properly
servicing these accounts, it may be possible to curb sharp
fluctuations in rates of redemptions and sales.
Other benefits, which may be realized under either arrangement, may
include: (1) providing personal services to shareholders; (2)
investing shareholder assets with a minimum of delay and
administrative detail; (3) enhancing shareholder recordkeeping
systems; and (4) responding promptly to shareholders' requests and
inquiries concerning their accounts.
CONVERSION TO FEDERAL FUNDS
It is the Fund's policy to be as fully invested as possible so that
maximum interest may be earned. To this end, all payments from
shareholders must be in federal funds or be converted into federal
funds. First National Bank of Ohio and Federated Services Company
acts as the shareholder's agent in depositing checks and converting
them to federal funds.
DETERMINING NET ASSET VALUE
The net asset value generally changes each day. The days on which
the net asset value is calculated by the Fund are described in the
prospectus.
DETERMINING MARKET VALUE OF SECURITIES
Market or fair values of the Fund's portfolio securities are
determined as follows:
. for equity securities, according to the last sale price on a
national securities exchange, if applicable;
. in the absence of recorded sales for listed equity securities,
according to the mean between the last closing bid and asked
prices;
. for unlisted equity securities, latest bid prices;
. for bonds and other fixed income securities, as determined by an
independent pricing service;
. for short-term obligations, according to the mean between bid
and asked prices as furnished by an independent pricing service,
or for short-term obligations with maturities of less than 60
days, at amortized cost; or
. 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 reflect:
institutional trading in similar groups of securities, yield,
quality, coupon rate, maturity, type of issue, trading
characteristics, and other market data.
The Fund will value futures contracts, options and put options on
financial futures at their market values established by the
exchanges at the close of options trading on such exchanges unless
the Trustees determine in good faith that another method of valuing
option positions is necessary.
Over-the-counter put options will be valued at the mean between the
bid and the asked prices. Covered call options will be valued at
the last sale price on the national exchange on which such option
is traded. Unlisted call options will be valued at the latest bid
price as provided by brokers.
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
First National Bank of Ohio receives the redemption request.
Redemption procedures are explained in the prospectus under
"Redeeming Shares." Redemption requests cannot be executed on days
on which the New York Stock Exchange is closed or on federal
holidays when wire transfers are restricted.
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 Fund 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.
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 dividends
received deduction for corporations will apply to ordinary income
distributions to the extent the distribution represents amounts
that would qualify for the dividends received deduction to the Fund
if the Fund were a regular corporation and to the extent designated
by the Fund as so qualifying. These dividends and any short-term
capital gains are taxable as ordinary income.
CAPITAL GAINS
Shareholders will pay federal tax at capital gains rates on
long-term capital gains distributed to them regardless of how
long they have held 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 quarterly 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 SEC) 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 SEC 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, the performance will be reduced for those
shareholders paying those fees.
PERFORMANCE COMPARISONS
The Fund's performance 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 the maximum offering price per share fluctuate
daily. Both net earnings and offering price per share are factors
in the computation of yield and total return.
Investors may use financial publications and/or indices to obtain a
more complete view of the Fund's performance. When comparing
performance, investors should consider all relevant factors such as
the composition of any index used, prevailing market conditions,
portfolio compositions of other funds, and methods used to value
portfolio securities and compute offering price. The financial
publications and/or indices which the Fund uses in advertising may
include:
. Lipper Analytical Services, Inc., ranks funds in various fund
categories by making comparative calculations using total return.
Total return assumes the reinvestment of all income dividends and
capital gains distributions, if any. From time to time, the Fund
will quote its Lipper ranking in the "growth and income" category
in advertising and sales literature.
. Standard & Poor's Daily Stock Price Index of 500 Common Stocks, a
composite index of common stocks in industry, transportation, and
financial and public utility companies, can be used to compare to
the total returns of funds whose portfolios are invested
primarily in common stocks. In addition, the Standard & Poor's
index assumes reinvestments of all dividends paid by stocks
listed on its index. Taxes due on any of these distributions are
not included, nor are brokerage or other fees calculated in
Standard & Poor's figures.
Advertisements and other sales literature for the Fund may quote
total returns which are calculated on non-standardized base
periods. These total returns also represent the historic change in
the value of an investment in the Fund based on quarterly
reinvestment of dividends over a specified period of time.
Advertisements may quote performance information which does not
reflect the effect of the sales load.
APPENDIX
STANDARD AND POOR'S CORPORATION CORPORATE BOND RATING DEFINITIONS
AAA--Debt rated AAA has the highest rating assigned by Standard &
Poor's Corporation. Capacity to pay interest and repay principal
is extremely strong.
AA--Debt rated AA has a very strong capacity to pay interest and
repay principal and differs from the higher rated issues only in
small degree.
A--Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than
debt in higher rated categories.
BBB--Debt rated BBB is regarded as having an adequate capacity to
pay interest and repay principal. Whereas it normally exhibits
adequate protection parameters, adverse economic conditions or
changing circumstances are more likely to lead to a weakened
capacity to pay interest and repay principal for debt in this
category than in higher rated categories.
NR--Indicates that no public rating has been requested, that there
is insufficient information on which to base a rating, or that
Standard & Poor's Corporation does not rate a particular type of
obligation as a matter of policy.
PLUS (+) OR MINUS (-):--The ratings from AA to CCC may be modified
by the addition of a plus or minus sign to show relative standing
within the major rating categories.
MOODY'S INVESTORS SERVICE, INC., CORPORATE BOND RATING DEFINITIONS
Aaa--Bonds which are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and are
generally referred to as "gilt edge." Interest payments are
protected by a large or by an exceptionally stable margin and
principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of such
issues.
Aa--Bonds which are rated Aa are judged to be of high quality by
all standards. Together with the Aaa group, they comprise what are
generally known as high-grade bonds. They are rated lower than the
best bonds because margins of protection may not be as large as in
Aaa securities or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which make
the long-term risks appear somewhat larger than in Aaa securities.
A--Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium-grade
obligations. Factors giving security to principal and interest are
considered adequate but elements may be present which suggest a
susceptibility to impairment sometime in the future.
Baa--Bonds which are rated Baa are considered as medium-grade
obligations, (i.e., they are neither highly protected nor poorly
secured). Interest payments and principal security appear adequate
for the present but certain protective elements may be lacking or
may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and, in
fact, have speculative characteristics as well.
NR--Not rated by Moody's Investors Service, Inc.
FITCH INVESTORS SERVICE, INC., LONG-TERM DEBT RATING DEFINITIONS
AAA--Bonds considered to be investment grade and of the highest
credit quality. The obligor has an exceptionally strong ability to
pay interest and repay principal, which is unlikely to be affected
by reasonably foreseeable events.
AA--Bonds considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay principal
is very strong, although not quite as strong as bonds rated AAA.
Because bonds rated in the AAA and AA categories are not
significantly vulnerable to foreseeable future developments, short-
term debt of these issuers is generally rated F-1+.
A--Bonds considered to be investment grade and of high credit
quality. The obligor's ability to pay interest and repay principal
is considered to be strong, but may be more vulnerable to adverse
changes in economic conditions and circumstances than bonds with
higher ratings.
BBB--Bonds considered to be investment grade and of satisfactory
credit quality. The obligor's ability to pay interest and repay
principal is considered to be adequate. Adverse changes in
economic conditions and circumstances, however, are more likely to
have adverse impact on these bonds, and therefore, impair timely
payment. The likelihood that the ratings of these bonds will fall
below investment grade is higher than for bonds with higher
ratings.
NR--NR indicates that Fitch Investors Service, Inc. does not rate
the specific issue.
STANDARD AND POOR'S CORPORATION COMMERCIAL PAPER RATING DEFINITIONS
A-1--This highest category indicates that the degree of safety
regarding timely payment is strong. Those issues determined to
possess extremely strong safety characteristics are denoted with a
plus (+) sign designation.
A-2--Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as
high as for issues designated A-1.
MOODY'S INVESTORS SERVICE, INC., COMMERCIAL PAPER RATING
DEFINITIONS
P-1--Issuers rated PRIME-1 (or related supporting institutions)
have a superior capacity for repayment of short-term promissory
obligations. PRIME-1 repayment capacity will normally be evidenced
by the following characteristics:
-Leading market positions in well established industries.
-High rates of return on funds employed.
-Conservative capitalization structures with moderate reliance
on debt and ample asset protection.
-Broad margins in earning coverage of fixed financial charges
and high internal cash generation.
-Well-established access to a range of financial markets and
assured sources of alternate liquidity.
P-2--Issuers rated PRIME-2 (or related supporting institutions)
have a strong capacity for repayment of short-term promissory
obligations. This will normally be evidenced by many of the
characteristics cited above, but to a lesser degree. Earnings
trends and coverage ratios, while sound, will be more subject to
variation. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample
alternate liquidity is maintained.
FITCH INVESTORS SERVICE, INC., SHORT-TERM DEBT RATING DEFINITIONS
F-1+--(Exceptionally Strong Credit Quality). Issues assigned this
rating are regarded as having the strongest degree of assurance for
timely payment.
F-1--(Very Strong Credit Quality). Issues assigned this rating
reflect an assurance for timely payment only slightly less in
degree than issues rated F-1+.
F-2--(Good Credit Quality). Issues carrying this rating have a
satisfactory degree of assurance for timely payment, but the margin
of safety is not as great as for issues assigned F-1+ and F-1
ratings.
PART C. OTHER INFORMATION.
Item 24. Financial Statements and Exhibits:
(a) Financial Statements (Portfolio 1-filed in Part A);
(b) Exhibits:
(1) Copy of Declaration of Trust of the
Registrant; (1.)
(i) Amendment No. 1 to Declaration of Trust
dated November 12, 1990; (2.)
(ii) Conformed Copy of Amendment No. 2 to
Declaration of Trust dated November 12,
1990; +
(iii) Conformed Copy of Amendment
No. 3 to Declaration of Trust dated
November 12, 1990; +
(2) Copy of By-Laws of the Registrant; (1.)
(3) Not applicable;
(4) Copy of Specimen Certificate for Shares of
Beneficial Interest of the Registrant; +
(5) Copy of Investment Advisory Contract of the
Registrant; (2.)
(i) Conformed Copy of Exhibit to Investment
Advisory Contract of the Registrant to
add Portage Equity Fund to the present
Investment Advisory Contract; +
(6) (i) Copy of Distributor's Contract of the
Registrant; (1.)
(ii) Conformed Copy of Exhibit to
Distributor's Contract of the Registrant;
+
(iii) Conformed Copy of
Administrative Services Agreement; +
(7) Not applicable;
(8) Conformed copy of Custodian Agreement of the
Registrant; (5.)
(9) Conformed copy of Transfer Agency and Service
Agreement of the Registrant; (5.)
(i) Conformed copy of Amendment Number 1
to Transfer Agency and Service
Agreement; (5.)
(ii) Conformed Copy of Shareholder
Services Plan; +
(iii)Copy of Shareholder Services
Contract; +
(iv) Copy of Shareholder Services
Agreement; +
(10) Copy of Opinion and Consent of Counsel as
to legality of shares being registered;
(2.)
______________________________
+ All exhibits have been filed electronically.
1. Response is incorporated by reference to Registrant's Initial
Registration Statement on Form N-1A filed November 26, 1990
(File Nos. 33-37993 and 811-6224).
2. Response is incorporated by reference to Registrant's Pre-
Effective Amendment No. 1 on Form N-1A filed January 4, 1991
(File Nos. 33-37993 and 811-6224).
4. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 2 on Form N-1A filed January 30, 1992
(File Nos. 33-37993 and 811-6224).
5. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 6 on Form N-1A filed January 27, 1994
(File Nos. 33-37993 and 811-6224).
(11) Conformed copy of Consent of Independent
Auditors; (5.)
(12) Not applicable;
(13) Copy of Initial Capital Understanding;
(2.)
(14) Not Applicable;
(15) (i) Conformed Copy of Distribution Plan;
+
(ii) Copy of Sales Agreement; +
(iii) Copy of 12b-1 Agreement; +
(16) Schedule for Computation of Fund
Performance Data; (3.)
(17) Conformed Copy of Power of Attorney;+
(18) Not Applicable.
Item 25. Persons Controlled by or Under Common Control with
Registrant:
None
Item 26. Number of Holders of Securities:
Number of Record Holders
Title of Class as of May 16, 1994
Shares of beneficial interest
(no par value)
Portage Government Money
Market Fund 479
Item 27. Indemnification: (3.)
Item 28. Business and Other Connections of Investment Adviser:
(a) First National Bank of Ohio, a national
banking association formed in 1947, is a wholly-owned
subsidiary of First Bancorporation of Ohio ("FBOH").
Through its subsidiaries and affiliates, FBOH offers
a full range of financial services to the public
including commercial lending, depository services,
cash management, brokerage services, retail banking,
credit card services, mortgage banking, investment
advisory services, and trust services.
As of June 30, 1994 the trust division of First
National Bank of Ohio had approximately $2.5 billion
under administration of which it had investment
discretion over $1.2 billion.
The principal executive officers of the Fund's
Investment Adviser, and the Directors of the Fund's
Adviser, are set forth in the following tables.
Unless otherwise noted, the position listed under
Other Substantial Business, Profession, Vocation or
Employment is with First National Bank of Ohio.
___________________________
+ All exhibits have been filed electronically.
2. Response is incorporated by reference to Registrant's Pre-
Effective Amendment No. 1 on Form N-1A filed January 4, 1991
(File Nos. 33-37993 and 811-6224).
3. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 1 on Form N-1A filed July 8, 1991
(File Nos. 33-37993 and 811-6224).
5. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 6 on Form N-1A filed January 27, 1994
(File Nos. 33-37993 and 811-6224).
Other Substantial
Position with Business, Profession,
Name the Adviser Vocation or
Employment
Richard L. Hardgrove President and Chief
Executive Officer
Scott A. Lyons Executive Vice President
Terry E. Patton Senior Vice President,
Secretary and Counsel
Mary N. Hoover Senior Vice President,
Retail Banking Division
Thomas C. Williams Senior Vice President,
Manager/Northern Region
Christopher J. Maurer Senior Vice President,
Human Resources
Gregory R. Bean Senior Vice President,
Senior Trust Officer
Directors
John C. Blickle Terry L. Haines Stephen E. Myers
Robert M. Carter Richard Hardgrove Gilbert H. Neal
Richard A. Chenoweth Clifford J. Isroff Roger T. Read
Elizabeth A. Dalton Philip A. Lloyd Justin T. Rogers, Jr.
Howard L. Flood Robert M. Merzweiler
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;
Automated Cash Management Trust; Automated Government
Money Trust; BayFunds; The Biltmore Funds; The
Biltmore Municipal Funds; The Boulevard Funds;
California Municipal Cash Trust; Cambridge Series
Trust; Cash Trust Series, Inc.; Cash Trust Series II;
DG Investor Series; Edward D. Jones & Co. Daily
Passport Cash Trust; Federated ARMs Fund; Federated
Exchange Fund, Ltd.; Federated GNMA Trust; Federated
Government Trust; Federated Growth Trust; Federated
High Yield Trust; Federated Income Securities Trust;
Federated Income Trust; Federated Index Trust;
Federated Intermediate Government Trust; Federated
Master Trust; Federated Municipal Trust; Federated
Short-Intermediate Government Trust; Federated Short-
Term U.S. Government Trust; Federated Stock Trust;
Federated Tax-Free Trust; Federated U.S. Government
Bond Fund; First Priority Funds; 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; Mark
Twain Funds; Marshall Funds, Inc.; Money Market
Management, Inc.; Money Market Obligations Trust;
Money Market Trust; The Monitor Funds; Municipal
Securities Income Trust; New York Municipal Cash
Trust; 111 Corcoran Funds; Peachtree Funds; The
Planters Funds; Portage Funds; RIMCO Monument Funds;
The Shawmut Funds; Short-Term Municipal Trust; Signet
Select Funds; SouthTrust Vulcan Funds; Star Funds;
The Starburst Funds; The Starburst Funds II; Stock
and Bond Fund, Inc.; Sunburst Funds; Targeted
Duration Trust; Tax-Free Instruments Trust; Tower
Mutual Funds; Trademark Funds; Trust for Financial
Institutions; Trust for Government Cash Reserves;
Trust for Short-Term U.S. Government Securities;
Trust for U.S. Treasury Obligations; Vision Fiduciary
Funds, Inc.; 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 Vice President
Federated Investors Tower Executive Officer, Chief
Pittsburgh, PA 15222-3779 Operating Officer, and
Asst. Treasurer, Federated
Securities Corp.
Edward C. Gonzales Director, Executive Vice President,
Federated Investors Tower President, and Treasurer, Treasurer, and
Pittsburgh, PA 15222-3779 Federated Securities Trustee
Corp.
John W. McGonigle Director, Executive Vice Vice President and
Federated Investors Tower President, and Assistant Secretary
Pittsburgh, PA 15222-3779 Secretary, Federated
Securities Corp.
John A. Staley, IV Executive Vice President Vice President
Federated Investors Tower and Assistant Secretary,
Pittsburgh, PA 15222-3779 Federated Securities Corp.
John B. Fisher President-Institutional Sales, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James F. Getz President-Broker/Dealer, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark R. Gensheimer Executive Vice President of --
Federated Investors Tower Bank/Trust
Pittsburgh, PA 15222-3779 Federated Securities Corp.
Mark W. Bloss Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Theodore Fadool, Jr. Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Bryant R. Fisher Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Christopher T. Fives Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James S. Hamilton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James M. Heaton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
H. Joseph Kennedy Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Keith Nixon Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Timothy C. Pillion Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James R. Ball Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard W. Boyd Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jane E. Broeren-Lambesis Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mary J. Combs Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
R. Edmond Connell, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Laura M. Deger Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jill Ehrenfeld Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark D. Fisher Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Joseph D. Gibbons Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
David C. Glabicki Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard C. Gonzales Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Scott A. Hutton Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William J. Kerns Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William E. Kugler Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Dennis M. Laffey Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Francis J. Matten, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark J. Miehl Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
J. Michael Miller Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
R. Jeffrey Niss Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Michael P. O'Brien Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Solon A. Person, IV Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Robert F. Phillips Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Eugene B. Reed Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Paul V. Riordan Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Charles A. Robison Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
David W. Spears Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jeffrey A. Stewart Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Thomas E. Territ Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William C. Tustin Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard B. Watts Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Philip C. Hetzel Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Ernest L. Linane Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
S. Elliott Cohan Secretary, Federated Assistant
Federated Investors Tower Securities Corp. Secretary
Pittsburgh, PA 15222-3779
(c) Not Applicable
Item 30. Location of Accounts and Records:
All accounts and records required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and Rules 31-a
through 31a-3 promulgated thereunder are maintained at one of the
following locations:
Registrant
Federated Services Company Federated Investors Tower
("Transfer Agent, Dividend Pittsburgh, PA 15222-3779
Disbursing Agent and
Portfolio Recordkeeper")
Federated Administrative Services
("Administrator")
First National Bank of Ohio 106 South Main Street
("Adviser") Akron, Ohio 44308-1444
State Street Bank & Trust Co. P.O. Box 1713
("Custodian") Boston, Massachusetts 02105
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 file a Post-Effective
Amendment on behalf of Portage Equity Fund, using
financial statements which need not be certified, within
four to six months from the effective date of Post-
Effective Amendment No. 7.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940, the Registrant,
PORTAGE FUNDS, has duly caused this Amendment to its
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of
Pittsburgh and Commonwealth of Pennsylvania, on the 5th day of
July, 1994.
PORTAGE FUNDS
BY: /s/Joseph M. Huber
Joseph M. Huber, Assistant Secretary
Attorney in Fact for John F. Donahue
July 5, 1994
Pursuant to the requirements of the Securities Act of 1933,
this Amendment to its Registration Statement has been signed
below by the following person in the capacity and on the date
indicated:
NAME TITLE DATE
By: /s/Joseph M. Huber
Joseph M. Huber Attorney In Fact July 5, 1994
ASSISTANT SECRETARY For the Persons
Listed Below
NAME TITLE
John F. Donahue* Chairman and Trustee
(Chief Executive Officer)
Edward C. Gonzales* President, Treasurer and
Trustee (Principal Financial
and Accounting Officer)
John T. Conroy, Jr.* Trustee
William J. Copeland* Trustee
James E. Dowd* Trustee
Lawrence D. Ellis, M.D.* Trustee
Edward L. Flaherty, Jr.* Trustee
Peter E. Madden* Trustee
Gregor F. Meyer* Trustee
Wesley W. Posvar* Trustee
Marjorie P. Smuts* Trustee
* By Power of Attorney
Exhibit 17 under Form N-1A
Exhibit 24 under Item 601/Reg. S-K
POWER OF ATTORNEY
Each person whose signature appears below hereby
constitutes and appoints the Secretary and Assistant
Secretary of PORTAGE FUNDS and the Assistant General
Counsel of Federated Investors, and each of them, their true
and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for them and in their names,
place and stead, in any and all capacities, to sign any and
all documents to be filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, the
Securities Exchange Act of 1934 and the Investment Company
Act of 1940, by means of the Securities and Exchange
Commission's electronic disclosure system known as EDGAR;
and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to
sign and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to
all intents and purposes as each of them might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or
his substitute or substitutes, may lawfully do or cause to
be done by virtue thereof.
SIGNATURES TITLE DATE
/s/ John F. Donahue Chairman and Trustee May 17, 1994
John F. Donahue (Chief Executive Officer)
/s/ E. C. Gonzales President and Treasurer and
Edward C. Gonzales Trustee (Principal Financial and
Accounting Officer)
/s/ William J. Copeland Trustee
William J. Copeland
/s/ James E. Dowd Trustee
James E. Dowd
/s/ Lawrence D. Ellis, M.D. Trustee
Lawrence D. Ellis, M.D.
/s/ Edward L. Flaherty, Jr. Trustee
Edward L. Flaherty, Jr.
SIGNATURES TITLE DATE
/s/ Gregor F. Meyer Trustee May 17, 1994
Gregor F. Meyer
/s/ Wesley W. Posvar Trustee
Wesley W. Posvar
/s/ Marjorie P. Smuts Trustee
Marjorie P. Smuts
/s/ P. E. Madden Trustee
Peter E. Madden
/s/ John T. Conroy, Jr. Trustee
John T. Conroy, Jr.
Sworn to and subscribed before me this 17th day of May, 1994
(SEAL)
/s/ Elaine T. Polens
____________________________________________
Notary Public
Notarial Seal
Elaine T. Polens, Notary
Public
Pittsburgh, Allegheny County
My Commission Expires March
28, 1998
Member, Pennsylvania
Association of Notaries
Exhibit 1 (ii) under Form N-1A
Exhibit 3(a) under Item 601/Reg. S-K
PORTAGE FUNDS
Amendment No. 2
DECLARATION OF TRUST
dated November 12, 1990
THIS Declaration of Trust is amended as follows:
Strike the first paragraph of 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:
Portage Government Money Market Fund"
The undersigned Assistant Secretary of Portage 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 21st day of
January, 1994.
WITNESS the due execution hereof this 21st day of
January, 1994.
/s/ Joseph M. Huber
Joseph M. Huber
Assistant Secretary
Exhibit 1(iii) under Form N-1A
Exhibit 3(a) under Item 601/Reg. S-K
PORTAGE FUNDS
Amendment No. 3
DECLARATION OF TRUST
dated November 12, 1990
THIS Declaration of Trust is amended as follows:
Strike the first paragraph of 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 are established and designated as:
Portage Equity Fund
Portage Government Money Market Fund"
The undersigned Assistant Secretary of Portage 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 18th day of
May, 1994.
WITNESS the due execution hereof this 24th day of May,
1994.
/s/ Joseph M. Huber
Joseph M. Huber
Assistant Secretary
Exhibit (4) under Form N-1A
Exhibit 3(c) under 601/Reg. S-K
PORTAGE FUNDS
PORTAGE EQUITY FUND
PORTFOLIO
Number Shares
_____ _____
Account No. Alpha Code Organized Under the Laws
See Reverse Side For
of the Commonwealth ofCertain Definitions
Massachusetts
THIS IS TO CERTIFY THAT is the owner of
CUSIP (to be applied for)
Fully Paid and Non-Assessable Shares of Beneficial Interest of
the PORTAGE EQUITY FUND portfolio of PORTAGE FUNDS hereafter
called the Trust, transferable on the books of the Trust by the
owner in person or by duly authorized attorney upon surrender of
this certificate properly endorsed.
The shares represented hereby are issued and shall be held
subject to the provisions of the Declaration of Trust and By-
Laws of the Trust and all amendments thereto, all of which the
holder by acceptance hereof assents.
This Certificate is not valid unless countersigned by the
Transfer Agent.
IN WITNESS WHEREOF, the Trust has caused this Certificate
to be signed in its name by its proper officers and to be sealed
with its Seal.
Dated: PORTAGE FUNDS
Corporate Seal
1990
Massachusetts
/s/Edward C. Gonzales
/s/ John F. Donahue President and Treasurer
Chairman
Countersigned: Federated
Services Company (Pittsburgh)
Transfer Agent
By:
Authorized Signature
The following abbreviations, when used in the inscription on the
face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations;
TEN COM - as tenants in common UNIF
GIFT MIN ACT-...Custodian...
TEN ENT - as tenants by the entireties
(Cust) (Minors)
JT TEN - as joint tenants with right
of under Uniform Gifts to Minors
survivorship and not as tenants
Act.............................
in common (State)
Additional abbreviations may also be used though not in the
above list.
For value received__________ hereby sell, assign, and
transfer unto
Please insert social security or other
identifying number of assignee ______________________________________
______________________________________________________________________
(Please print or typewrite name and address, including zip code,
of assignee)
__________________________________________________________________________
_____________________________________________________________________________
________________________________________________________________
______ shares
of beneficial interest represented by the within Certificate,
and do hereby irrevocably constitute and appoint
__________________________________________
________________________________________________________________
__ Attorney
to transfer the said shares on the books of the within named
Trust with full power of substitution in the premises.
Dated______________________
NOTICE:___________________________
___
The signature to this assignment
must correspond with the name as
written upon the face of the
certificate in every particular,
without alteration or enlargement
or any change whatever.
All persons dealing with PORTAGE FUNDS, a Massachusetts business
trust, must look solely to the Trust property for the
enforcement of any claim against the Trust, as the Trustees,
officers, agents or shareholders of the Trust assume no personal
liability whatsoever for obligations entered into on behalf of
the Trust.
THIS SPACE MUST NOT BE COVERED IN ANY WAY
DOCUMENT DESCRIPTION - SPECIMEN STOCK CERTIFICATE
Page One
A. The Certificate is outlined by an (color) one-half inch
border.
B. The number in the upper left-hand corner and the number
of shares in the upper right-hand corner are outlined by
octagonal boxes.
C. The cusip number in the middle right-hand area of the
page is boxed.
D. The Massachusetts corporate seal appears in the bottom
middle of the page.
Page Two
The social security or other identifying number of the
assignee appears in a box in the top-third upper-left area of
the page.
PORTAGE FUNDS
PORTAGE GOVERNMENT MONEY MARKET FUND
PORTFOLIO
Number Shares
_____ _____
Account No. Alpha Code Organized Under the Laws
See Reverse Side For
of the Commonwealth ofCertain Definitions
Massachusetts
THIS IS TO CERTIFY THAT is the owner of
CUSIP 735686-20-6
Fully Paid and Non-Assessable Shares of Beneficial Interest of
the PORTAGE GOVERNMENT MONEY MARKET FUND Portfolio of PORTAGE
FUNDS hereafter called the Trust, transferable on the books of
the Trust by the owner in person or by duly authorized attorney
upon surrender of this certificate properly endorsed.
The shares represented hereby are issued and shall be held
subject to the provisions of the Declaration of Trust and By-
Laws of the Trust and all amendments thereto, all of which the
holder by acceptance hereof assents.
This Certificate is not valid unless countersigned by the
Transfer Agent.
IN WITNESS WHEREOF, the Trust has caused this Certificate
to be signed in its name by its proper officers and to be sealed
with its Seal.
Dated: PORTAGE FUNDS
Corporate Seal
1990
Massachusetts
/s/ Edward C. Gonzales
/s/ John F. Donahue President and Treasurer
Chairman
Countersigned: Federated
Services Company (Pittsburgh)
Transfer Agent
By:
Authorized Signature
The following abbreviations, when used in the inscription on the
face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations;
TEN COM - as tenants in common UNIF
GIFT MIN ACT-...Custodian...
TEN ENT - as tenants by the entireties
(Cust) (Minors)
JT TEN - as joint tenants with right
of under Uniform Gifts to Minors
survivorship and not as tenants
Act.............................
in common (State)
Additional abbreviations may also be used though not in the
above list.
For value received__________ hereby sell, assign, and
transfer unto
Please insert social security or other
identifying number of assignee
______________________________________
________________________________________________________________
_____________
(Please print or typewrite name and address, including zip code,
of assignee)
________________________________________________________________
_____________
________________________________________________________________
_____________
________________________________________________________________
______ shares
of beneficial interest represented by the within Certificate,
and do hereby irrevocably constitute and appoint
__________________________________________
________________________________________________________________
___ Attorney
to transfer the said shares on the books of the within named
Trust with full power of substitution in the premises.
Dated______________________
NOTICE:___________________________
___
The signature to this assignment
must correspond with the name as
written upon the face of the
certificate in every particular,
without alteration or enlargement
or any change whatever.
All persons dealing with PORTAGE FUNDS, a Massachusetts business
trust, must look solely to the Trust property for the
enforcement of any claim against the Trust, as the Trustees,
officers, agents or shareholders of the Trust assume no personal
liability whatsoever for obligations entered into on behalf of
the Trust.
THIS SPACE MUST NOT BE COVERED IN ANY WAY
DOCUMENT DESCRIPTION - SPECIMEN STOCK CERTIFICATE
Page One
A. The Certificate is outlined by an (color) one-half inch
border.
B. The number in the upper left-hand corner and the number
of shares in the upper right-hand corner are outlined by
octagonal boxes.
C. The cusip number in the middle right-hand area of the
page is boxed.
D. The Massachusetts corporate seal appears in the bottom
middle of the page.
Page Two
The social security or other identifying number of the
assignee appears in a box in the top-third upper-left area of
the page.
Exhibit 5(i) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
EXHIBIT B
PORTAGE EQUITY FUND
For all services rendered by Adviser hereunder, the above-
named Fund of the Trust shall pay to Adviser and Adviser agrees
to accept as full compensation for all services rendered
hereunder, an annual investment advisory fee equal to .75 of 1%
of the average daily net assets of the Fund.
The portion of the fee based upon the average daily net
assets of the Fund shall be accrued daily at the rate of 1/365th
of .75 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 June, 1994.
Attest: FIRST NATIONAL BANK OF OHIO
/s/ Cindy L. Riegler By:/s/ Randall E. Thornton
Secretary Vice President
Attest: PORTAGE FUNDS
/s/ John W. McGonigle By: /s/ J. C. Donahue
Secretary Vice President
Exhibit 6(ii) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
Exhibit C
PORTAGE FUNDS
Portage Equity Fund
The following provisions are hereby incorporated and made
part of the Distributor's Contract dated the 8th day of January,
1991, between Portage Funds and Federated Securities Corp. with
respect to Classes of the Funds set forth above.
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of Shares of the
Classes. Pursuant to this appointment FSC is authorized to
select a group of financial institutions such as brokers or
banks ("Financial Institutions") 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/or to render distribution and sales services to the
Trust and its shareholders.
2. During the term of this Agreement, the Trust will pay
FSC for services pursuant to this Agreement, a monthly fee
computed at the annual rate of .25% of the average aggregate net
asset value of the Portage 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.
3. 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.
4. FSC will enter into separate written agreements with
various Financial Institutions to provide certain of the
services set forth in Paragraph 1 herein. FSC, in its sole
discretion, may pay Financial Institutions 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.
5. FSC will prepare reports to the Board of Trustees of
the Trust on a quarterly basis showing amounts expended
hereunder including amounts paid to Financial Institutions and
the purpose for such payments.
In consideration of the mutual covenants set forth in the
Distributor's Contract dated January 8, 1991 between Portage
Funds and Federated Securities Corp., Portage 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 1st day of June, 1994.
ATTEST: PORTAGE FUNDS
John W. McGonigle By: /s/ J. C. Donahue
Title: Secretary Vice President
ATTEST: FEDERATED SECURITIES CORP.
/s/ John W. McGonigle By: /s/ John A. Staley, IV
Title: Assistant Secretary Executive Vice President
Exhibit 6(iii) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
PORTAGE FUNDS
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement is made as of
this 1st day of March, 1994, between the PORTAGE FUNDS, a
Massachusetts business trust (herein called the "Fund"), and
Federated Administrative Services, a Delaware business trust
(herein called "FAS").
WHEREAS, the Fund 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, the Fund desires to retain FAS as its
Administrator to provide it with Administrative Services (as
herein defined), and FAS is willing to render such services;
NOW, THEREFORE, in consideration of the premises and
mutual covenants set forth herein, the parties hereto agree
as follows:
1. Appointment of Administrator. The Fund hereby
appoints FAS as Administrator of the Fund 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 supervision and control of the Fund'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 Fund and
each of its portfolios:
(a) prepare, file, and maintain
the Fund's governing documents and any
amendments thereto, including the Declaration of
Trust (which has already been prepared and
filed), the By-laws and minutes of meetings of
Trustees and shareholders;
(b) prepare and file with the
Securities and Exchange Commission and the
appropriate state securities authorities the
registration statements for the Fund and the
Fund's shares and all amendments thereto,
reports to regulatory authorities and
shareholders, prospectuses, proxy statements,
and such other documents all as may be necessary
to enable the Fund to make a continuous offering
of its shares;
(c) prepare, negotiate, and
administer contracts on behalf of the Fund with,
among others, the Fund's investment adviser,
distributor, custodian, and transfer agent;
(d) supervise the Fund's
custodian in the maintenance of the Fund's
general ledger and in the preparation of the
Fund's financial statements, including oversight
of expense accruals and payments, of the
determination of the net asset value of the Fund
and of the declaration and payment of dividends
and other distributions to shareholders;
(e) calculate performance data
of the Fund for dissemination to information
services covering the investment company
industry;
(f) prepare and file the Fund's
tax returns;
(g) examine and review the
operations of the Fund'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 Fund;
(j) assist with the design,
development, and operation of the Fund;
(k) provide individuals
reasonably acceptable to the Fund's Board of
Trustees for nomination, appointment, or
election as officers of the Fund, who will be
responsible for the management of certain of the
Fund's affairs as determined by the Fund's Board
of Trustees; and
(l) consult with the Fund and
its Board of Trustees on matters concerning the
Fund and its affairs.
The foregoing, along with any additional services that
FAS shall agree in writing to perform for the Fund
hereunder, shall hereafter be referred to as "Administrative
Services." Administrative Services shall not include any
duties, functions, or services to be performed for the Fund
by the Fund's investment adviser, distributor, custodian, or
transfer agent pursuant to their respective agreements with
the Fund.
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 Fund, including the
compensation of FAS employees who serve as Trustees or
officers of the Fund. The Fund shall be responsible for all
other expenses incurred by FAS on behalf of the Fund,
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 Fund 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
per portfolio of the Fund's shares, payable daily, as
specified below:
Maximum Administrative Average Daily Net Assets
Fee of the Fund
.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 Agreement be less than, or
be paid at a rate less than would aggregate: (a) $50,000,
per portfolio that is part of a registration statement that
was declared effective prior to January 1, 1993 ("Existing
Portfolio") or (b) $100,000 per portfolio that is part of a
registration statement or a post-effective amendment to a
registration statement that was declared effective after
January 1, 1993 ("New 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 Fund 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, trustee, partner, employee or agent of
FAS, who may be or become an officer, Trustee,
employee or agent of the Fund, shall be deemed,
when rendering services to the Fund or acting on
any business of the Fund (other than services or
business in connection with the duties of FAS
hereunder) to be rendering such services to or
acting solely for the Fund and not as an
officer, trustee, 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 Fund 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 Fund may be
asked to indemnify or save FAS harmless, the
Fund 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 identify and
notify the Fund promptly concerning any
situation which presents or appears likely to
present the probability of such a claim for
indemnification against the Fund. The Fund
shall have the option to defend FAS against any
claim which may be the subject of this
indemnification. In the event that the Fund so
elects, it will so notify FAS and thereupon the
Fund 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 Fund
will be asked to indemnify FAS except with the
Fund'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
first date upon which each of the Fund's
Existing Portfolios has sufficient average daily
net assets, in each case, such that FAS will
begin to earn a sum not less than its minimum
("annualized") administrative fee per Existing
Portfolio, pursuant to Section 4(a) of this
Agreement ("Initial Term").
(b) During any term of this
Agreement, each time the Fund adds a New
Portfolio, an additional term shall commence on
the first date upon which the New Portfolio has
sufficient average daily net assets such that
FAS will begin to earn a sum not less than its
minimum ("annualized") administrative fee in
connection with the New Portfolio pursuant to
Section 4(b) of this Agreement ("Additional
Term"). Such Additional Term shall extend to
the later to occur of (i) the third anniversary
of the commencement of the Additional Term, or
(ii) the expiration of the Initial Term.
(c) During any term of this
Agreement, each time the Fund adds a class of
shares to any portfolio, an additional term
shall commence on the later to occur of (i) the
first date upon which the relevant portfolio has
sufficient average daily net assets such that
FAS will begin to earn a sum not less than its
minimum ("annualized") administrative fee (in
the case of an Existing Portfolio pursuant to
Section 4(a) of this Agreement and in the case
of a New Portfolio pursuant to Section 4(b) of
this Agreement), or (ii) the effective date of
the registration statement or post-effective
amendment registering the new class of shares
("Class Term"). Such Class Term shall extend to
the later to occur of (i) the third anniversary
of the commencement of the Class Term, or (ii)
the expiration of the Initial Term.
(d) Upon the expiration of any
term, 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 of Trustees or Officers,
Employees, Agents and Shareholders of the Fund. FAS is
expressly put on notice of the limitation of liability as
set forth in the Fund's Declaration of Trust and agrees that
the obligations assumed by the Fund pursuant to this
Agreement shall be limited in any case to the Fund and its
assets and that FAS shall not seek satisfaction of any such
obligations from the shareholders of the Fund, the Trustees,
Officers, Employees or Agents of the Fund, or any of them.
9. Limitations of Liability of Trustees and
Shareholders of FAS. The execution and delivery of this
Agreement have been authorized by the Trustees of FAS and
signed by an authorized officer of FAS, acting as such, and
neither such authorization by such Trustees nor such
execution and delivery by such officer shall be deemed to
have been made by any of them individually or to impose any
liability on any of them personally, and the obligations of
this Agreement are not binding upon any of the Trustees or
shareholders of FAS, but bind only the trust property of FAS
as provided in the Declaration of Trust of FAS.
10. Notices. Notices of any kind to be given
hereunder shall be in writing (including facsimile
communication) and shall be duly given if delivered to the
Fund and to its investment adviser at the following address:
First National Bank of Ohio, 106 South Main Street, Akron,
OH 44308-1444, and if delivered to FAS at Federated
Investors Tower, Pittsburgh, PA 15222-3779, Attention:
President.
11. 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.
12. Counterparts. This Agreement may be executed by
different parties on separate counterparts, each of which,
when so executed and delivered, shall be an original, and
all such counterparts shall together constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below
as of the day and year first above written.
PORTAGE FUNDS
By: /s/ E. C. Gonzales
President
Attest: /s/ J. W. McGonigle
Secretary
Federated Administrative
Services
By: /s/ J. J. Dolan
President
Attest: /s/ J. W. McGonigle
Secretary
Exhibit 9(ii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
PORTAGE FUNDS
SHAREHOLDER SERVICES PLAN
This Shareholder Services Plan ("Plan") is adopted
as of this 1st day of June, 1994, by the Board of Trustees
of PORTAGE FUNDS (the "Fund"), a Massachusetts business
trust with respect to certain classes of shares ("Classes")
of the portfolios of the Trust ("the Portfolios") set forth
in exhibits hereto.
1. This Plan is adopted to allow the Fund to
make payments as contemplated herein to obtain certain
personal services for shareholders and/or the maintenance of
shareholder accounts ("Services").
2. This Plan is designed to compensate
broker/dealers and other participating financial
institutions and other persons ("Providers") for providing
services to the Fund and its shareholders. The Plan will be
administered by Federated Administrative Services, ("FAS").
In compensation for the services provided pursuant to this
Plan, Providers will be paid a monthly fee computed at the
annual rate not to exceed .25 of 1% of the average aggregate
net asset value of the shares of the Fund held during the
month.
3. Any payments made by the Portfolios to any
Provider pursuant to this Plan will be made pursuant to the
Shareholder Services Agreement between the Fund and FAS and
the Shareholder Services Contract entered into by FAS on
behalf of the Fund and the Provider. Providers which have
previously entered into "Administrative Agreements" or "Rule
12b-1 Agreements" with Federated Securities Corp. may be
compensated under this Plan for Services performed pursuant
to those Agreements until the Providers have executed a
Shareholder Services Contract hereunder.
4. FAS on behalf of the Fund has the right (i)
to select, in its sole discretion, the Providers to
participate in the Plan and (ii) to terminate without cause
and in its sole discretion any Shareholder Services
Contract.
5. Quarterly in each year that this Plan remains
in effect, FAS shall prepare and furnish to the Board of
Trustees of the Fund, and the Board of Trustees shall
review, a written report of the amounts expended under the
Plan.
6. This Plan shall become effective (i) after
approval by majority votes of: (a) the Fund's Board of
Trustees; and (b) the members of the Board of the Trust who
are not interested persons of the Trust and have no direct
or indirect financial interest in the operation of the
Trust's Plan or in any related documents to the Plan
("Disinterested Trustees"), cast in person at a meeting
called for the purpose of voting on the Plan; and (ii) upon
execution of an exhibit adopting this Plan.
7. This Plan shall remain in effect with respect
to each Class presently set forth on an exhibit and any
subsequent Classes added pursuant to an exhibit during the
initial year of this Plan for the period of one year from
the date set forth above and may be continued thereafter if
this Plan is approved with respect to each Class at least
annually by a majority of the Trust's Board of Trustees and
a majority of the Disinterested Trustees, cast in person at
a meeting called for the purpose of voting on such Plan. If
this Plan is adopted with respect to a class after the first
annual approval by the Trustees as described above, this
Plan will be effective as to that Class upon execution of
the applicable exhibit pursuant to the provisions of
paragraph 6(ii) above and will continue in effect until the
next annual approval of this Plan by the Trustees and
thereafter for successive periods of one year subject to
approval as described above.
8. All material amendments to this Plan must be
approved by a vote of the Board of Trustees of the Fund and
of the Disinterested Trustees, cast in person at a meeting
called for the purpose of voting on it.
9. This Plan may be terminated at any time by:
(a) a majority vote of the Disinterested Trustees; or (b) a
vote of a majority of the outstanding voting securities of
the Fund as defined in Section 2(a)(42) of the Act.
10. While this Plan shall be in effect, the
selection and nomination of Disinterested Trustees of the
Fund shall be committed to the discretion of the
Disinterested Trustees then in office.
11. All agreements with any person relating
to the implementation of this Plan shall be in writing and
any agreement related to this Plan shall be subject to
termination, without penalty, pursuant to the provisions of
Paragraph 9 herein.
12. This Plan shall be construed in
accordance with and governed by the laws of the Commonwealth
of Pennsylvania.
Witness the due execution hereof this 1st day of
June, 1994.
PORTAGE FUNDS
By:/s/ J. C. Donahue
Vice President
EXHIBIT A
to the
Plan
PORTAGE FUNDS
Portage Equity Fund
This Plan is adopted by PORTAGE FUNDS with respect
to the class(es) of the Trust set forth above.
In compensation for the services provided pursuant
to this Plan, Providers will be paid a monthly fee computed
at the annual rate of .25 of 1% of the average aggregate net
asset value of the Portage Equity Fund held during the
month.
Witness the due execution hereof this 1st day of
June, 1994.
PORTAGE FUNDS
By: /s/ J. C. Donahue
Vice President
Exhibit 9(iii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SHAREHOLDER SERVICES CONTRACT
This Agreement is made between the Financial Institution
executing this Agreement ("Provider") and Federated
Administrative Services ("FAS") on behalf of the investment
companies listed in Exhibit A hereto (the "Funds"), for whom FAS
administers Shareholder Services Plans ("Plans") and who have
approved this form of Agreement. In consideration of the mutual
covenants hereinafter contained, it is hereby agreed by and
between the parties hereto as follows:
1. FAS hereby appoints Provider to render or cause to be
rendered personal services to shareholders of the Funds and/or
the maintenance of accounts of shareholders of the Funds
("Services"). Provider agrees to provide Services which, in its
best judgment, are necessary or desirable for its customers who
are investors in the Funds. Provider further agrees to provide
FAS, upon request, a written description of the Services which
Provider is providing hereunder.
2. During the term of this Agreement, the Funds will pay
the Provider fees as set forth in a written schedule delivered
to the Provider pursuant to this Agreement. The fee schedule
for Provider may be changed by FAS sending a new fee schedule to
Provider pursuant to Paragraph 9 of this Agreement. For the
payment period in which this Agreement becomes effective or
terminates, there shall be an appropriate proration of the fee
on the basis of the number of days that this Agreement is in
effect during the quarter. To enable the Fund to comply with an
applicable exemptive order, Provider represents that the fees
received pursuant to this Agreement will be disclosed to its
customers, will be authorized by its customers, and will not
result in an excessive fee to the Provider.
3. The Provider understands that the Department of Labor
views ERISA as prohibiting fiduciaries of discretionary ERISA
assets from receiving shareholder service fees or other
compensation from funds in which the fiduciary's discretionary
ERISA assets are invested. To date, the Department of Labor has
not issued any exemptive order or advisory opinion that would
exempt fiduciaries from this interpretation. Without specific
authorization from the Department of Labor, fiduciaries should
carefully avoid investing discretionary assets in any fund
pursuant to an arrangement where the fiduciary is to be
compensated by the fund for such investment. Receipt of such
compensation could violate ERISA provisions against fiduciary
self-dealing and conflict of interest and could subject the
fiduciary to substantial penalties.
4. The Provider agrees not to solicit or cause to be
solicited directly, or indirectly at any time in the future, any
proxies from the shareholders of a Fund in opposition to proxies
solicited by management of the Fund, unless a court of competent
jurisdiction shall have determined that the conduct of a
majority of the Board of Trustees or Directors of the Fund
constitutes willful misfeasance, bad faith, gross negligence or
reckless disregard of their duties. This paragraph 4 will
survive the term of this Agreement.
5. This Agreement shall continue in effect for one year
from the date of its execution, and thereafter for successive
periods of one year if the form of this Agreement is approved at
least annually by the Board of each Fund, including a majority
of the members of the Board of the Fund who are not interested
persons of the Fund and have no direct or indirect financial
interest in the operation of the Fund's Plan or in any related
documents to the Plan ("Disinterested Board Members") cast in
person at a meeting called for that purpose.
6. Notwithstanding paragraph 5, this Agreement may be
terminated as follows:
(a) at any time, without the payment of any penalty, by
the vote of a majority of the Disinterested Board Members
of the Fund or by a vote of a majority of the outstanding
voting securities of the Fund as defined in the
Investment Company Act of 1940 on not more than sixty
(60) days' written notice to the parties to this
Agreement;
(b) automatically in the event of the Agreement's
assignment as defined in the Investment Company Act of
1940; and
(c) by either party to the Agreement without cause by
giving the other party at least sixty (60) days' written
notice of its intention to terminate.
7. The Provider agrees to obtain any taxpayer
identification number certification from its customers required
under Section 3406 of the Internal Revenue Code, and any
applicable Treasury regulations, and to provide the Fund or its
designee with timely written notice of any failure to obtain
such taxpayer identification number certification in order to
enable the implementation of any required backup withholding.
8. The execution and delivery of this Agreement have been
authorized by the Trustees of FAS and signed by an authorized
officer of FAS, acting as such, and neither such authorization
by such Trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or
to impose any liability on any of them personally, and the
obligations of this Agreement are not binding upon any of the
Trustees or shareholders of FAS , but bind only the trust
property of FSS as provided in the Declaration of Trust of FAS .
9. Notices of any kind to be given hereunder shall be in
writing (including facsimile communication) and shall be duly
given if delivered to Provider at the address set forth below
and if delivered to FAS at Federated Investors Tower,
Pittsburgh, PA 15222-3779, Attention: President.
10. This Agreement constitutes the entire agreement
between the parties hereto and supersedes any prior agreement
with respect to the subject hereof whether oral or written. 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 Sections 5 and 6, 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.
11. This Agreement may be executed by different parties on
separate counterparts, each of which, when so executed and
delivered, shall be an original, and all such counterparts shall
together constitute one and the same instrument.
12. This Agreement shall not be assigned by any party
without the prior written consent of FAS in the case of
assignment by Provider, or of Provider in the case of assignment
by FAS, except that any party may assign to a successor all of
or a substantial portion of its business to a party controlling,
controlled by, or under common control with such party.
13. This Agreement may be amended by FAS from time to time
by the following procedure. FAS will mail a copy of the
amendment to the Provider's address, as shown below. If the
Provider does not object to the amendment within thirty (30)
days after its receipt, the amendment will become part of the
Agreement. The Provider's objection must be in writing and be
received by FAS within such thirty days.
14. This Agreement may be terminated with regard to a
particular Fund or Class at any time, without the payment of any
penalty, by FSS or by the vote of a majority of the
Disinterested Trustees or Directors, as applicable, 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 the Provider. This Agreement may be terminated by Provider
on sixty (60) days' written notice to FAS.
15. The Provider acknowledges and agrees that FAS has
entered into this Agreement solely in the capacity of agent for
the Funds and administrator of the Plan. The Provider agrees
not to claim that FAS is liable for any responsibilities or
amounts due by the Funds hereunder.
_____________________________
[Provider]
_________________________________
Address
_________________________________
City State Zip Code
Dated:_______________________
By:______________________________
Authorized Signature
__________________________________
Title
__________________________________
Print Name of Authorized
Signature
FEDERATED ADMINISTRATIVE
SERVICES
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
By:_________________________________
Vice President
EXHIBIT A to Shareholder Services Agreement with
PORTAGE FUNDS (the "Funds")
Funds covered by this Agreement:
PORTAGE EQUITY FUND
Shareholder Service Fees
1. During the term of this Agreement, the Funds will pay
Provider a quarterly fee. This fee will be computed at the
annual rate of .25% of the average net asset value of shares of
the Funds held during the quarter in accounts for which the
Provider provides Services under this Agreement, so long as the
average net asset value of Shares in the Funds during the
quarter equals or exceeds such minimum amount as the Funds shall
from time to time determine and communicate in writing to the
Provider.
2. For the quarterly period in which the Shareholder
Services Agreement becomes effective or terminates, there shall
be an appropriate proration of any fee payable on the basis of
the number of days that the Agreement is in effect during the
quarter.
Exhibit 9(iv) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SHAREHOLDER SERVICES AGREEMENT
AGREEMENT made as of the 1st day of June, 1994, by and
between Portage Funds (the "Fund"), a Massachusetts business
trust, having its principal office and place of business at
Federated Investors Tower, Pittsburgh, PA 15222-3779, with
respect to certain classes of shares of portfolios of the
Fund (individually, a "class" and collectively, "classes")
set forth in exhibits hereto and Federated Administrative
Services, a Delaware business trust, having its principal
office and place of business at Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779 ("FAS").
1. The Fund hereby appoints FAS to render or cause to
be rendered personal services to shareholders of the classes
and/or the maintenance of accounts of shareholders of the
classes ("Services"). In addition to providing Services
directly to shareholders of the classes, FAS is hereby
appointed the Fund's agent to select, negotiate and
subcontract for the performance of Services. FAS hereby
accepts such appointments. FAS agrees to provide or cause
to be provided Services which, in its best judgment (subject
to supervision and control of the Fund's Board of Trustees),
are necessary or desirable for shareholders of the classes.
FAS further agrees to provide the Fund, upon request, a
written description of the Services which FAS is providing
hereunder.
2. During the term of this Agreement, the Fund will
pay FAS and FAS agrees to accept as full compensation for
its services rendered hereunder a fee at an annual rate,
calculated daily and payable monthly, up to 0.25% of 1% of
average net assets of each class.
For the payment period in which this Agreement becomes
effective or terminates with respect to any class, there
shall be an appropriate proration of the monthly fee on the
basis of the number of days that this Agreement is in effect
with respect to such class during the month. To enable the
Fund to comply with an applicable exemptive order, FAS
represents that the fees received pursuant to this Agreement
will be disclosed to and authorized by any person or entity
receiving Services, and will not result in an excessive fee
to FAS.
3. This Agreement shall continue in effect for one
year from the date of its execution, and thereafter for
successive periods of one year only if the form of this
Agreement is approved at least annually by the Board of the
Fund, including a majority of the members of the Board of
the Fund who are not interested persons of the Fund and have
no direct or indirect financial interest in the operation of
the Fund's Plan or in any related documents to the Plan
("Independent Board Members") cast in person at a meeting
called for that purpose.
4. Notwithstanding paragraph 3, 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 Independent
Board Members of the Fund or by a vote of a majority
of the outstanding voting securities of the Fund as
defined in the Investment Company Act of 1940 on
sixty (60) days' written notice to the parties to
this Agreement;
(b) automatically in the event of the
Agreement's assignment as defined in the Investment
Company Act of 1940; and
(c) by any party to the Agreement without cause
by giving the other party at least sixty (60) days'
written notice of its intention to terminate.
5. FAS agrees to obtain any taxpayer identification
number certification from each shareholder of the class to
which it provides Services that is required under Section
3406 of the Internal Revenue Code, and any applicable
Treasury regulations, and to provide the Fund or its
designee with timely written notice of any failure to obtain
such taxpayer identification number certification in order
to enable the implementation of any required backup
withholding.
6. FAS shall not be liable for any error of judgment
or mistake of law or for any loss suffered by any class 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, trustee, partner, employee or agent of FAS, who may
be or become a member of the Fund's Board, officer, employee
or agent of the Fund, shall be deemed, when rendering
services to the Fund or acting on any business of the Fund
(other than services or business in connection with the
duties of FAS hereunder) to be rendering such services to or
acting solely for the Fund and not as an officer, trustee,
partner, employee or agent or one under the control or
direction of FAS even though paid by FAS.
This Section 6 shall survive termination of this
Agreement.
7. 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. FAS is expressly put on notice of the limitation
of liability as set forth in the Declaration of Trust of the
Fund and agrees that the obligations assumed by the Fund
pursuant to this Agreement shall be limited in any case to
the Fund and its assets and that FAS shall not seek
satisfaction of any such obligations from the shareholders
of the Fund, the Trustees, Officers, Employees or Agents of
the Fund, or any of them.
9. The execution and delivery of this Agreement have
been authorized by the Trustees of FAS and signed by an
authorized officer of FAS, acting as such, and neither such
authorization by such Trustees nor such execution and
delivery by such officer shall be deemed to have been made
by any of them individually or to impose any liability on
any of them personally, and the obligations of this
Agreement are not binding upon any of the Trustees or
shareholders of FAS, but bind only the trust property of FAS
as provided in the Declaration of Trust of FAS.
10. Notices of any kind to be given hereunder shall be
in writing (including facsimile communication) and shall be
duly given if delivered to the Fund at the following
address: Federated Investors Tower, Pittsburgh, PA 15222-
3779, Attention: President and if delivered to FAS at
Federated Investors Tower, Pittsburgh, PA 15222-3779,
Attention: President.
11. This Agreement constitutes the entire agreement
between the parties hereto and supersedes any prior
agreement with respect to the subject hereof whether oral or
written. 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
Sections 3 and 4, 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.
12. This Agreement may be executed by different
parties on separate counterparts, each of which, when so
executed and delivered, shall be an original, and all such
counterparts shall together constitute one and the same
instrument.
13. This Agreement shall not be assigned by any party
without the prior written consent of FAS in the case of
assignment by any Fund, or of the Funds in the case of
assignment by FAS, except that any party may assign to a
successor all of or a substantial portion of its business to
a party controlling, controlled by, or under common control
with such party. Nothing in this Section 14 shall prevent
FAS from delegating its responsibilities to another entity
to the extent provided herein.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below
as of the day and year first above written.
Portage Funds
By:
Title:
Attest:
Title:
Federated Administrative Services
By:
Title:
Attest:
Title:
EXHIBIT A
to the
Shareholder Services Agreement
PORTAGE FUNDS
Portage Equity Fund
This Shareholder Services Agreement is adopted by
PORTAGE FUNDS with respect to the class(es) of the Trust set
forth above.
In compensation for the services provided pursuant
to this Shareholder Services Agreement, Federated
Administrative Services will be paid a monthly fee computed
at the annual rate of .25 of 1% of the average aggregate net
asset value of the Portage Equity Fund held during the
month.
Witness the due execution hereof this 1st day of
June, 1994.
PORTAGE FUNDS
By:
Vice President
Exhibit 15(i) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
PORTAGE FUNDS
PLAN
This Plan ("Plan") is adopted as of this 1st day of June,
1994, by the Board of Trustees of PORTAGE 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 Corp. ("FSC") principally intended to
result in the sale of Shares to include: (a) providing
incentives to financial institutions ("Institutions") to sell
Shares; (b) advertising and marketing of Shares to include
preparing, printing and distributing prospectuses and sales
literature to prospective shareholders and with Institutions;
and (c) implementing and operating the Plan. In compensation
for services provided pursuant to this Plan, FSC will be paid a
fee in respect of the following Classes set forth on the
applicable exhibit.
3. Any payment to FSC in accordance with this Plan will
be made pursuant to the "Distributor's Contract" entered into by
the Trust and FSC. Any payments made by FSC to Institutions with
Funds received as compensation under this Plan will be made
pursuant to the "Rule 12b-1 Agreement" entered into by FSC and
the Institution.
4. FSC has the right (i) to select, in its sole
discretion, the Institutions to participate in the Plan and (ii)
to terminate without cause and in its sole discretion any Rule
12b-1 Agreement.
5. Quarterly in each year that this Plan remains in
effect, FSC shall prepare and furnish to the Board of Trustees
of the Trust, and the Board of Trustees shall review, a written
report of the amounts expended under the Plan and the purpose
for which such expenditures were made.
6. This Plan shall become effective with respect to each
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.
EXHIBIT A
PORTAGE FUNDS
Portage Equity Fund
The Plan is adopted by Portage Funds with respect to 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 .25 of 1% of the average aggregate net asset value of the the
Portage Equity Fund held during the month.
Witness the due execution hereof this 1st day of June, 1994.
PORTAGE FUNDS
By: /s/ J. C. Donahue
Vice President
Exhibit 15(ii) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
SALES AGREEMENT WITH FEDERATED SECURITIES CORP.
This Agreement is entered into between the financial
institution executing this Agreement ("Financial Institution")
and Federated Securities Corp. ("FSC") for PORTAGE FUNDS (the
"Trust"), which may be offered in one or more series (the
"Funds") and classes (the "Classes") of shares ("Shares"), for
which FSC serves as Distributor of shares of beneficial interest
or capital stock. The Funds or Classes to which this Agreement
applies are set forth in Schedule A hereto.
1. Status of Financial Institution as "Bank" or Registered
Broker-Dealer.
The Financial Institution represents and warrants to FSC
that:
(a) It is either a "bank" as that term is defined in Section
3(a)(6) of the Securities Exchange Act of 1934
("Exchange Act") or a broker-dealer registered with the
Securities and Exchange Commission.
(b) If the Financial Institution is a "bank", it is a duly
organized and validly existing bank in good standing
under the laws of the jurisdiction in which it is
organized. The Financial Institution agrees to give
written notice to FSC promptly in the event that it
shall cease to be a "bank" as defined in Section 3(a)(6)
of the Exchange Act. In that event, this Agreement
shall be automatically terminated upon such written
notice.
(c) If the Financial Institution is a registered broker-
dealer, it is a member of the NASD and it agrees to
abide by all of the rules and regulations of the NASD
including, without limitation, the NASD Rules of Fair
Practice. The Financial Institution agrees to notify
FSC immediately in the event of (1) its expulsion or
suspension from the NASD, or (2) its being found to have
violated any applicable federal or state law, rule or
regulation arising out of its activities as a broker-
dealer or in connection with this Agreement, or which
may otherwise affect in any material way its ability to
act in accordance with the terms of this Agreement. The
Financial Institution's expulsion from the NASD will
automatically terminate this Agreement immediately
without notice. Suspension of the Financial Institution
from the NASD for violation of any applicable federal or
state law, rule or regulation will terminate this
Agreement effective immediately upon FSC's written
notice of termination to the Financial Institution.
2. Financial Institution Acts as Agent for its Customers.
The parties agree that in each transaction in the Shares
of the Trust: (a) the Financial Institution is acting as agent
for the customer; (b) each transaction is initiated solely upon
the order of the customer; (c) as between the Financial
Institution and its customer, the customer will have full
beneficial ownership of all Shares of the Trust to which this
Agreement applies; (d) each transaction shall be for the account
of the customer and not for the Financial Institution's account;
and (e) each transaction shall be without recourse to the
Financial Institution provided that the Financial Institution
acts in accordance with the terms of this Agreement. The
Financial Institution shall not have any authority in any
transaction to act as FSC's agent or as agent for the Trust.
3. Execution of Orders for Purchase and Redemption of Shares.
(a) All orders for the purchase of any Shares shall be
executed at the then current public offering price per
share (i.e., the net asset value per share plus the
applicable sales load, if any) and all orders for the
redemption of any Shares shall be executed at the net
asset value per share, plus any applicable redemption
charge, in each case as described in the prospectus of
the Fund or Class. FSC and the Trust reserve the right
to reject any purchase request at their sole discretion.
If required by law, each transaction shall be confirmed
in writing on a fully disclosed basis and, if confirmed
by FSC, a copy of each confirmation shall be sent
simultaneously to the Financial Institution if the
Financial Institution so requests.
(b) The procedures relating to all orders and the handling
of them will be subject to the terms of the prospectus
of each Fund or Class and FSC's written instructions to
the Financial Institution from time to time.
(c) Payments for Shares shall be made as specified in the
applicable Fund or Class prospectus. If payment for any
purchase order is not received in accordance with the
terms of the applicable Fund or Class prospectus, FSC
reserves the right, without notice, to cancel the sale
and to hold the Financial Institution responsible for
any loss sustained as a result thereof.
(d) The Financial Institution agrees to provide such
security as is necessary to prevent any unauthorized use
of the Trust's recordkeeping system, accessed via any
computer hardware or software provided to the Financial
Institution by FSC.
4. Fees Payable to the Financial Institution from Sales Loads.
(a) On each order accepted by FSC, in exchange for the
performance of sales and/or administrative services, the
Financial Institution will be entitled to receive from
the amount paid by the Financial Institution's customer
the applicable percentage of the sales load, if any, as
established by FSC. The sales loads for any Fund or
Class shall be those set forth in its prospectus. The
portion of the sales load payable to the Financial
Institution may be changed at any time at FSC's sole
discretion upon thirty (30) days' written notice to the
Financial Institution.
(b) Transactions may be settled by the Financial
Institution: (1) by payment of the full purchase price
to FSC less an amount equal to the Financial
Institution's applicable percentage of the sales load,
or (2) by payment of the full purchase price to FSC, in
which case FSC shall pay to the Financial Institution,
not less frequently than monthly, the aggregate fees due
it on orders received and settled.
5. Payment of Rule 12b-1 Fees to the Financial Institution.
Subject to and in accordance with the terms of each Fund
or Class prospectus and the Rule 12b-1 Plan, if any, adopted by
resolution of the Board of Trustees, and the shareholders of any
Fund or Class pursuant to Rule 12b-1 under the Investment
Company Act of 1940, FSC may pay fees for sales and/or
distribution services to certain financial institutions (such as
banks and securities dealers). The Financial Institution will
serve in accordance with the terms of the form of Rule 12b-1
Agreement attached as Appendix A, for all of its customers who
purchase Shares of any Funds or Classes whose prospectuses
provide for such services.
6. Delivery of Prospectuses to Customers.
The Financial Institution will deliver or cause to be
delivered to each customer, at or prior to the time of any
purchase of Shares, a copy of the prospectus of the Fund or
Class. The Financial Institution shall not make any
representations concerning any Shares other than those contained
in the prospectus of the Fund or Class or in any promotional
materials or sales literature furnished to the Financial
Institution by FSC or the Fund or Class.
7. Indemnification.
(a) The Financial Institution shall indemnify and hold
harmless FSC, the Trust, the transfer agents of the
Trust, and their respective subsidiaries, affiliates,
officers, directors, agents and employees from all
direct or indirect liabilities, losses or costs
(including attorneys fees) arising from, related to or
otherwise connected with: (1) any breach by the
Financial Institution of any provision of this
Agreement; or (2) any actions or omissions of FSC, the
Trust, the transfer agents of the Trust, and their
subsidiaries, affiliates, officers, directors, agents
and employees in reliance upon any oral, written or
computer or electronically transmitted instructions
believed to be genuine and to have been given by or on
behalf of the Financial Institution.
(b) FSC shall indemnify and hold harmless the Financial
Institution and its subsidiaries, affiliates, officers,
directors, agents and employees from and against any and
all direct or indirect liabilities, losses or costs
(including attorneys fees) arising from, related to or
otherwise connected with: (1) any breach by FSC of any
provision of this Agreement; or (2) any alleged untrue
statement of a material fact contained in the Trust's
Registration Statement or Prospectuses, or as a result
of or based upon any alleged omission to state a
material fact required to be stated, or necessary to
make the statements not misleading.
(c) The agreement of the parties in this Paragraph to
indemnify each other is conditioned upon the party
entitled to indemnification (Indemnified Party) giving
notice to the party required to provide indemnification
(Indemnifying Party) promptly after the summons or other
first legal process for any claim as to which indemnity
may be sought is served on the Indemnified Party. The
Indemnified Party shall permit the Indemnifying Party to
assume the defense of any such claim or any litigation
resulting from it, provided that counsel for the
Indemnifying Party who shall conduct the defense of such
claim or litigation shall be approved by the Indemnified
Party (which approval shall not unreasonably be
withheld), and that the Indemnified Party may
participate in such defense at its expense. The failure
of the Indemnified Party to give notice as provided in
this subparagraph (c) shall not relieve the Indemnifying
Party from any liability other than its indemnity
obligation under this Paragraph. No Indemnifying Party,
in the defense of any such claim or litigation, shall,
without the consent of the Indemnified Party, consent to
entry of any judgment or enter into any settlement that
does not include as an unconditional term the giving by
the claimant or plaintiff to the Indemnified Party of a
release from all liability in respect to such claim or
litigation.
(d) The provisions of this Paragraph 7 shall survive the
termination of this Agreement.
8. Customer Names Proprietary to the Financial Institution.
(a) The names of the Financial Institution's customers are
and shall remain the Financial Institution's sole
property and shall not be used by FSC or its affiliates
for any purpose except the performance of its duties and
responsibilities under this Agreement and except for
servicing and informational mailings relating to the
Trust. Notwithstanding the foregoing, this Paragraph 8
shall not prohibit FSC or any of its affiliates from
utilizing the names of the Financial Institution's
customers for any purpose if the names are obtained in
any manner other than from the Financial Institution
pursuant to this Agreement.
(b) Neither party shall use the name of the other party in
any manner without the other party's written consent,
except as required by any applicable federal or state
law, rule or regulation, and except pursuant to any
mutually agreed upon promotional programs.
(c) The provisions of this Paragraph 8 shall survive the
termination of this Agreement.
9. Solicitation of Proxies.
The Financial Institution agrees not to solicit or cause
to be solicited directly, or indirectly, at any time in the
future, any proxies from the shareholders of the Trust in
opposition to proxies solicited by management of the Trust,
unless a court of competent jurisdiction shall have determined
that the conduct of a majority of the Board of Trustees of the
Trust constitutes willful misfeasance, bad faith, gross
negligence or reckless disregard of their duties. This
Paragraph 9 will survive the term of this Agreement.
10. Certification of Customers' Taxpayer Identification
Numbers.
The Financial Institution agrees to obtain any taxpayer
identification number certification from its customers required
under Section 3406 of the Internal Revenue Code, and any
applicable Treasury regulations, and to provide FSC or its
designee with timely written notice of any failure to obtain
such taxpayer identification number certification in order to
enable the implementation of any required backup withholding.
11. Notices.
Except as otherwise specifically provided in this
Agreement, all notices required or permitted to be given
pursuant to this Agreement shall be given in writing and
delivered by personal delivery or by postage prepaid, registered
or certified United States first class mail, return receipt
requested, or by telex, telegram or similar means of same day
delivery (with a confirming copy by mail as provided herein).
Unless otherwise notified in writing, all notices to FSC shall
be given or sent to FSC at its offices located at Federated
Investors Tower, Pittsburgh, PA 15222-3779, and all notices to
the Financial Institution shall be given or sent to it at its
address shown below.
12. Termination and Amendment.
(a) This Agreement shall become effective in this form as of
the date set forth below and may be terminated at any
time by either party upon thirty (30) days' prior notice
to the other party. This Agreement supersedes any prior
sales agreements between the parties.
(b) 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 Financial Institution's address, as
shown below. If the Financial Institution does not
object to the amendment within thirty (30) days after
its receipt, the amendment will become part of the
Agreement. The Financial Institution's objection must
be in writing and be received by FSC within such thirty
(30) days.
13. Governing Law.
This Agreement shall be construed in accordance with the
laws of the Commonwealth of Pennsylvania.
_________________________________
Financial Institution
_________________________________
Address
_________________________________
City State Zip Code
Dated:_______________________
By:______________________________
Authorized Signature
__________________________________
Title
__________________________________
Print Name or Type Name
FEDERATED SECURITIES CORP.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
By:
Richard B. Fisher, President
Schedule for Sales Agreement with
Federated Securities Corp.
________, 1994
PORTAGE FUNDS
Fund and Class of Shares
Portage Equity Fund
Exhibit 15(iii) 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 ("Institution") and Federated
Securities Corp. ("FSC") with regard to the mutual funds
(referred to individually as the "Fund" and collectively as the
"Funds") for which FSC serves as Distributor of shares of
beneficial interest or capital stock ("Shares") and which have
adopted a Rule 12b-1 Plan ("Plan") and approved this form of
agreement pursuant to Rule 12b-1 under the Investment Company
Act of 1940. In consideration of the mutual covenants
hereinafter contained, it is hereby agreed by and between the
parties hereto as follows:
1. FSC hereby appoints Institution to render or cause to
be rendered distribution and sales services to the Funds and
their shareholders.
2. The services to be provided under Paragraph 1 may
include, but are not limited to, the following:
(a) reviewing the activity in Fund accounts;
(b) providing training and supervision of its
personnel;
(c) maintaining and distributing current copies of
prospectuses and shareholder reports;
(d) advertising the availability of its services and
products;
(e) 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
(f) responding to customers' and potential customers'
questions about the Funds.
3. During the term of this Agreement, FSC will pay the
Institution fees for each Fund as set forth in a written
schedule delivered to the Institution pursuant to this
Agreement. FSC's fee schedule for Institution may be changed by
FSC sending a new fee schedule to Institution pursuant to
Paragraph 10 of this Agreement. For the payment period in which
this Agreement becomes effective or terminates, there shall be
an appropriate proration of the fee on the basis of the number
of days that the Rule 12b-1 Agreement is in effect during the
quarter.
4. The Institution agrees not to solicit or cause to be
solicited directly, or indirectly at any time in the future, any
proxies from the shareholders of any or all of the Funds in
opposition to proxies solicited by management of the Fund or
Funds, unless a court of competent jurisdiction shall have
determined that the conduct of a majority of the Board of
Directors or Trustees of the Fund or Funds constitutes willful
misfeasance, bad faith, gross negligence or reckless disregard
of their duties. This paragraph 4 will survive the term of this
Agreement.
5. With respect to each Fund, this Agreement shall
continue in effect for one year from the date of its execution,
and thereafter for successive periods of one year if the form of
this Agreement is approved at least annually by the Directors or
Trustees of the Fund, including a majority of the members of the
Board of Directors or Trustees of the Fund who are not
interested persons of the Fund and have no direct or indirect
financial interest in the operation of the Fund's Plan or in any
related documents to the Plan ("Disinterested Directors or
Trustees") cast in person at a meeting called for that purpose.
6. Notwithstanding paragraph 5, this Agreement may be
terminated as follows:
(a) at any time, without the payment of any penalty,
by the vote of a majority of the Disinterested Directors or
Trustees of the Fund or by a vote of a majority of the
outstanding voting securities of the Fund as defined in the
Investment Company Act of 1940 on not more than sixty (60) days'
written notice to the parties to this Agreement;
(b) automatically in the event of the Agreement's
assignment as defined in the Investment Company Act of 1940 or
upon the termination of the "Distributor's Contract" between the
Fund and FSC; and
(c) by either party to the Agreement without cause by
giving the other party at least sixty (60) days' written notice
of its intention to terminate.
7. The termination of this Agreement with respect to any
one Fund will not cause the Agreement's termination with respect
to any other Fund.
8. The Institution agrees to obtain any taxpayer
identification number certification from its customers required
under Section 3406 of the Internal Revenue Code, and any
applicable Treasury regulations, and to provide FSC or its
designee with timely written notice of any failure to obtain
such taxpayer identification number certification in order to
enable the implementation of any required backup withholding.
9. This Agreement supersedes any prior service agreements
between the parties for the Funds.
10. 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 Institution's address, as shown below. If the
Institution does not object to
the amendment within thirty (30) days after its receipt, the
amendment will become part of the Agreement. The Institution's
objection must be in writing and be received by FSC within such
thirty days.
11. This Agreement shall be construed in accordance with
the Laws of the Commonwealth of Pennsylvania.
__________________________________
[Institution]
_________________________________
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
PORTAGE FUNDS
_______________________
EXHIBIT A to 12b-1 Agreement with
Federated Securities Corp. ("FSC")
Portfolios
FSC will pay Institution fees for the following portfolios
(the "Funds") effective as of the dates set forth below:
Name Date
Portage Equity Fund __________, 1994
Fees
1. During the term of this Agreement, FSC will pay
Institution a quarterly fee in respect of each Fund. This fee
will be computed at the annual rate of .25% of the average net
asset value of Shares held during the quarter in accounts for
which the Institution provides services under this Agreement, so
long as the average net asset value of Shares in each Fund
during the quarter equals or exceeds such minimum amount as FSC
shall from time to time determine and communicate in writing to
the Institution.
2. For the quarterly period in which the Agreement
becomes effective or terminates, there shall be an appropriate
proration of any fee payable on the basis of the number of days
that the Agreement is in effect during the quarter.
