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. 6 X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 5 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:
X immediately upon filing pursuant to paragraph (b)
on _________________ pursuant to paragraph (b)
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 one portfolio, Portage Government Money Market Fund, is
comprised of the following:
PART A. INFORMATION REQUIRED IN A PROSPECTUS.
Prospectus Heading
(Rule 404(c) Cross Reference)
Item 1. Cover Page Cover Page.
Item 2. Synopsis Summary of Fund Expenses.
Item 3. Condensed Financial
Information Financial Highlights; Performance
Information.
Item 4. General Description of
Registrant General Information; Investment
Information; Investment Objective;
Investment Policies; Investment
Limitations.
Item 5. Management of the Fund Portage Funds Information;
Management
of Portage Funds; Distribution of
Fund
Shares; Administration of the Fund;
Expenses of the Fund.
Item 6. Capital Stock and Other
Securities 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 Net Asset Value; Investing in the
Fund; Share Purchases.
Item 8. Redemption or Repurchase Redeeming Shares; Through First
National Bank of Ohio; Redemption
Before Purchase Instruments Clear;
Accounts with Low Balances.
Item 9. Pending Legal Proceedings None.
PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION.
Item 10. Cover Page Cover Page.
Item 11. Table of Contents Table of Contents.
Item 12. General Information and
History General Information About the Fund.
Item 13. Investment Objectives and
Policies Investment Objective and Policies;
Investment Limitations.
Item 14. Management of the Fund Portage Funds Management.
Item 15. Control Persons and Principal
Holders of Securities Not applicable.
Item 16. Investment Advisory and Other
Services Investment Advisory Services;
Administrative Services.
Item 17. Brokerage Allocation Brokerage Transactions.
Item 18. Capital Stock and Other
Securities Not applicable.
Item 19. Purchase, Redemption and
Pricing of Securities
Being Offered Purchasing Shares; Determining Net
Asset Value; Redeeming Shares.
Item 20. Tax Status Tax Status.
Item 21. Underwriters Distribution Plan.
Item 22. Calculation of Performance
Data Yield; Effective Yield; Performance
Comparisons.
Item 23. Financial Statements (Filed in Part A)
PORTAGE GOVERNMENT MONEY MARKET FUND
(A PORTFOLIO OF THE PORTAGE FUNDS)
PROSPECTUS
Portage Government Money Market Fund (the "Fund") is a diversified portfolio in
the Portage Funds (the "Trust"), an open-end management investment company (a
mutual fund). The Fund is a money market fund which invests in short-term U.S.
government securities to achieve stability of principal and current income
consistent with stability of principal.
AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THE FUND ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER
SHARE; THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO DO SO.
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 FEDERAL OR STATE GOVERNMENT AGENCY.
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 January 31,
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 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 January 31, 1994
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
SUMMARY OF FUND EXPENSES 1
- -------------------------------------
FINANCIAL HIGHLIGHTS--TRUST SHARES 2
- -------------------------------------
GENERAL INFORMATION 3
- -------------------------------------
INVESTMENT INFORMATION 3
- -------------------------------------
Investment Objective 3
Investment Policies 3
Acceptable Investments 3
Repurchase Agreements 4
Reverse Repurchase Agreements 4
Lending of Portfolio Securities 4
When-Issued and Delayed Delivery
Transactions 5
Investment Limitations 5
PORTAGE FUNDS INFORMATION 5
- -------------------------------------
Management of the Portage Funds 5
Board of Trustees 5
Investment Adviser 5
Advisory Fees 6
Adviser's Background 6
Distribution of Fund Shares 6
Shareholder Servicing
Arrangements 6
Administration of the Fund 6
Administrative Services 6
Custodian 6
Transfer Agent and
Dividend Disbursing Agent 7
Legal Counsel 7
Independent Public Accountants 7
Expenses of the Fund 7
NET ASSET VALUE 7
- -------------------------------------
INVESTING IN THE FUND 7
- -------------------------------------
Share Purchases 7
Through First National Bank of
Ohio and FBOH Investor
Services, Inc. 8
Minimum Investment Required 8
What Shares Cost 8
Systematic Investment Program 8
_____________________________________
Certificates and Confirmations 8
Dividends 8
Capital Gains 9
REDEEMING SHARES 9
- -------------------------------------
Through First National Bank
of Ohio 9
By Telephone 9
By Mail 9
By Writing a Check 10
Redemption Before Purchase
Instruments Clear 10
Systematic Withdrawal Program 10
Accounts with Low Balances 10
SHAREHOLDER INFORMATION 11
- -------------------------------------
Voting Rights 11
Massachusetts Partnership Law 11
EFFECT OF BANKING LAWS 11
- -------------------------------------
TAX INFORMATION 12
- -------------------------------------
Federal Income Tax 12
PERFORMANCE INFORMATION 13
- -------------------------------------
FINANCIAL HIGHLIGHTS--INVESTMENT
SHARES 14
- -------------------------------------
FINANCIAL STATEMENTS 15
- -------------------------------------
REPORT OF INDEPENDENT PUBLIC
ACCOUNTANTS 23
- -------------------------------------
ADDRESSES Inside Back Cover
- -------------------------------------
SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(As a percentage of average net assets)
<TABLE>
<S> <C>
Management Fee (after waiver) (1)......................................... 0.30%
12b-1 Fees................................................................ None
Other Expenses............................................................ 0.47%
Total Fund Operating Expenses......................................... 0.77%
</TABLE>
(1) The management fee has been reduced to reflect the voluntary waiver of a
portion of the management fee. The adviser can terminate this voluntary
waiver at any time at its sole discretion. The maximum management fee is
0.50%.
The Annual Fund Operating Expenses were 0.74% for the fiscal year ended
November 30, 1993. The Annual Fund Operating Expenses in the table above are
based on expenses expected during the fiscal year ended November 30, 1994.
Total Fund operating expenses are anticipated to be 0.97% absent the voluntary
waiver of a portion of the management fee.
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." Wire-transferred redemptions of less
than $5,000 may be subject to additional fees.
<TABLE>
<CAPTION>
EXAMPLE 1 year 3 years 5 years 10 years
- ------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses on a
$1,000 investment assuming (1) 5% annual return
and (2) redemption at the end of each time
period. The Fund charges no redemption fees.... $8 $24 $43 $95
</TABLE>
THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
Effective February 1, 1994, separate classes of shares will no longer be
offered.
PORTAGE GOVERNMENT MONEY MARKET FUND
FINANCIAL HIGHLIGHTS--TRUST SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
Reference is made to the Report of Independent Public Accountants on page 23.
<TABLE>
<CAPTION>
YEAR ENDED NOVEMBER 30,
-----------------------
1993 1992 1991*
- ---------------------------------------- ------- ------- -------
<S> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.00 $ 1.00 $ 1.00
- ----------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------
Net investment income 0.02 0.03 0.04
- ---------------------------------------- ------- ------- -------
LESS DISTRIBUTIONS
- ----------------------------------------
Dividends to shareholders from net (0.02) (0.03) (0.04)
investment income ------- ------- -------
- ----------------------------------------
NET ASSET VALUE, END OF PERIOD $ 1.00 $ 1.00 $ 1.00
- ---------------------------------------- ------- ------- -------
TOTAL RETURN** 2.47% 3.23% 3.87%
- ----------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------
Expenses 0.74% 0.73% 0.57%(a)
- ----------------------------------------
Net investment income 2.44% 3.21% 5.26%(a)
- ----------------------------------------
Expense waiver/reimbursement (b) 0.20% 0.20% 0.26%
- ----------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------
Net assets, end of period (000 omitted) $48,897 $54,111 $64,140
- ----------------------------------------
</TABLE>
* Reflects operations for the period from March 11, 1991 (date of initial
public investment) to November 30, 1991. For the period from the start of
business December 20, 1990 to March 10, 1991, net investment income per share
aggregating $0.0136 per share ($1,364) was distributed to Federated
Administrative Services.
** Based on net asset value which does not reflect the sales load or redemption
fee, if applicable.
(a)Computed on an annualized basis.
(b) This expense decrease is reflected in both the expense and net investment
income ratios shown above (Note 5).
Effective February 1, 1994, separate classes of shares will no longer be
offered. From the date of initial public investment the Fund offered two
classes of shares known as Trust Shares and Investment Shares.
(See Notes which are an integral part of the Financial Statements)
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. Prior to February 1, 1994,
the Fund was offered in both a Trust Shares class and an Investment Shares
class. As of February 1, 1994, the Fund will no longer offer separate classes
of shares. The Fund is designed for customers of First National Bank of Ohio
and their affiliates as a convenient means of participating in a
professionally managed, diversified portfolio limited to short-term U.S.
government securities. A minimum initial investment of $1,000 is required.
The Fund attempts to stabilize the value of a share at $1.00. Fund shares are
currently sold and redeemed at that price.
INVESTMENT INFORMATION
- -------------------------------------------------------------------------------
INVESTMENT OBJECTIVE
The investment objective of the Fund is to provide stability of principal and
current income consistent with stability of principal. 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
The Fund pursues its investment objective by investing in a portfolio of
short-term U.S. government securities. The average maturity of U.S. government
securities in the Fund's portfolio, computed on a dollar weighted basis, will
be 90 days or less, and the Fund will invest only in securities with remaining
maturities of 13 months or less at the time of purchase by the Fund.
Unless indicated otherwise, the investment policies of the Fund may be changed
by the Board of Trustees (the "Trustees") without the approval of
shareholders. Shareholders will be notified before any material change in
these policies becomes effective.
ACCEPTABLE INVESTMENTS. The U.S. government securities in which the Fund
invests are either issued or guaranteed by the U.S. government, its agencies,
or instrumentalities. These securities include, but are not limited to:
direct obligations of the U.S. Treasury, such as U.S. Treasury bills,
notes, and bonds; and
notes, bonds, and discount notes of U.S. government agencies or
instrumentalities, such as the Federal Farm Credit Banks, Federal Home
Loan Banks, Government National Mortgage Association, and Student Loan
Marketing Association.
Some obligations issued or guaranteed by agencies or instrumentalities of the
U.S. government, such as Government National Mortgage Association
participation certificates, are backed by the full faith and credit of the
U.S. Treasury. No assurances can be given that the U.S. government will
provide financial support to other agencies or instrumentalities, since it is
not obligated to do so. These instrumentalities are supported by:
the issuer's right to borrow an amount limited to a specific line of
credit from the U.S. Treasury;
the discretionary authority of the U.S. government to purchase certain
obligations of an agency or instrumentality; or
the credit of the agency or instrumentality.
REPURCHASE AGREEMENTS. The U.S. government securities in which the Fund
invests may be purchased pursuant to repurchase agreements. Repurchase
agreements are arrangements in which banks, broker/dealers, and other
recognized financial institutions sell U.S. government securities to the
Fund and agree at the time of sale to repurchase them at a mutually agreed
upon time and price within one year from the date of acquisition. The Fund
or its custodian will take possession of the securities subject to
repurchase agreements and these securities will be marked to market daily.
To the extent that the original seller does not repurchase the securities
from the Fund, the Fund could receive less than the repurchase price on any
sale of such securities. In the event that such a defaulting seller filed
for bankruptcy or became insolvent, disposition of such securities by the
Fund might be delayed pending court action. The Fund believes that under
the regular procedures normally in effect for custody of the Fund's
portfolio securities subject to repurchase agreements, a court of competent
jurisdiction would rule in favor of the Fund and allow retention or
disposition of such securities. The Fund will only enter into repurchase
agreements with banks and other recognized financial institutions such as
broker/dealers which are found by the Fund's adviser to be creditworthy.
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.
When effecting reverse repurchase agreements, assets of the Fund, in a dollar
amount sufficient to make payment for the obligations to be purchased, are
segregated on the Fund's records at the trade date and maintained until the
transaction is settled.
During the period any reverse repurchase agreements are outstanding, but only
to the extent necessary to assure completion of the reverse repurchase
agreements, the Fund will restrict the purchase of portfolio instruments to
money market instruments maturing on or before the expiration date of the
reverse repurchase agreements.
LENDING OF PORTFOLIO SECURITIES. In order to generate additional income, the
Fund may lend its portfolio securities on a short-term or a long-term basis up
to one-third of the value of its total assets
to broker/dealers, banks, or other institutional borrowers of securities. The
Fund will only enter into loan arrangements with broker/dealers, banks, or
other institutions which the adviser has determined are creditworthy under
guidelines established by the Trustees, and will receive collateral in the
form of cash or U.S. government securities equal to at least 100% of the value
of the securities loaned at all times.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS. The Fund may purchase short-
term U.S. government securities on a when-issued or delayed delivery basis.
These transactions are arrangements in which the Fund purchases securities
with payment and delivery scheduled for a future time. The Fund engages in
when-issued and delayed delivery transactions only for the purpose of
acquiring portfolio securities consistent with the Fund's investment objective
and policies, not for investment leverage. 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.
INVESTMENT LIMITATIONS
The Fund will not:
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 money and engage in reverse repurchase agreements in amounts up
to one-third of the value of its total assets and pledge up to 15% of the
value of its total assets to secure such borrowings.
The above limitation cannot be changed without shareholder approval. The
following limitation, however, may be changed by the Trustees without
shareholder approval. Shareholders will be notified before any material change
in this limitation becomes effective.
The Fund will not:
invest more than 10% of the value of its net assets in illiquid
securities, including repurchase agreements providing for settlement in
more than seven days after notice.
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 Fund'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, 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 Fund's adviser receives an annual investment advisory
fee equal to 0.50 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 December 31, 1993, 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. First National Bank of Ohio has no
prior experience in managing mutual funds.
DISTRIBUTION OF FUND SHARES
Federated Securities Corp. is the principal distributor for shares of the
Fund. It is a Pennsylvania corporation organized on November 14, 1969, and is
the principal distributor for a number of investment companies. Federated
Securities Corp. is a subsidiary of Federated Investors.
SHAREHOLDER SERVICING ARRANGEMENTS. The distributor may pay financial
institutions a fee with respect to the average net asset value of shares held
by their customers for providing administrative services. This fee, if paid,
will be reimbursed by the adviser and not the Fund.
ADMINISTRATION OF THE FUND
ADMINISTRATIVE SERVICES. Federated Administrative Services, which is 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:
<TABLE>
<CAPTION>
AVERAGE AGGREGATE DAILY
ADMINISTRATIVE FEE NET ASSETS OF THE TRUST
------------------ -----------------------------------
<S> <C>
0.150 of 1% on the first $250 million
0.125 of 1% on the next $250 million
0.100 of 1% on the next $250 million
0.075 of 1% on assets in excess of $750 million
</TABLE>
The administrative fee received during any fiscal year shall aggregate at
least $50,000 per Fund. Federated Administrative Services may voluntarily
choose to reimburse a portion of its fee at any time.
CUSTODIAN. State Street Bank and Trust Company, Boston, Massachusetts, is
custodian for the securities and cash of the Fund.
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT. Federated Services Company,
Pittsburgh, Pennsylvania, is transfer agent for the shares of the Fund and
dividend disbursing agent for the Fund.
LEGAL COUNSEL. Legal counsel for the Fund is provided by Houston, Houston &
Donnelly, Pittsburgh, Pennsylvania, and Dickstein, Shapiro & Morin,
Washington, D.C.
INDEPENDENT PUBLIC ACCOUNTANTS. The independent public accountants for the
Fund are Arthur Andersen & Co., Pittsburgh, Pennsylvania.
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, and registrars; printing, mailing, auditing and certain
accounting and legal expenses; reports to shareholders and governmental
agencies; meetings of Trustees and shareholders and proxy solicitations
therefor; insurance premiums; association membership dues; and such non-
recurring 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 attempts to stabilize the net asset value of its shares at $1.00 by
valuing the portfolio securities using the amortized cost method. The net
asset value per share is determined by subtracting total liabilities from
assets and dividing the remainder by the number of shares outstanding. The
Fund, of course, cannot guarantee that its net asset value will always remain
at $1.00 per share.
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. Such
procedures may include arrangements under which certain accounts are swept
periodically and amounts exceeding an agreed-upon minimum are invested
automatically in the Fund. 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. The Fund
reserves the right to reject any purchase request.
THROUGH FIRST NATIONAL BANK OF OHIO AND 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 either 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 9:30 a.m.
(Eastern time). Payment is required before 3:00 p.m. on the same business day
in order to earn dividends for that day.
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
Fund shares are sold at their net asset value next determined after an order
is received. There is no sales charge imposed by the Fund.
The net asset value is determined at 12:00 noon (Eastern time), 3:00 p.m.
(Eastern time), and 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.
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.
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.
Monthly confirmations are sent to report transactions such as purchases and
redemptions as well as dividends paid during the month.
DIVIDENDS
Dividends are declared daily and paid monthly. Dividends will be reinvested on
payment dates in additional shares unless cash payments are requested by
writing to the Fund or First National Bank of
Ohio or FBOH Investor Services, Inc. as appropriate. Share purchase
settlements received by State Street Bank before 3:00 p.m. (Eastern time) earn
dividends that day.
CAPITAL GAINS
Capital gains, if any, could result in an increase in dividends. Capital
losses, if any, could result in a decrease in dividends. If for some
extraordinary reason the Fund realizes net long-term or short-term capital
gains, it will distribute them at least once every 12 months.
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
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 by FBOH Investor Services, Inc. before 9:30 a.m. (Eastern
time), proceeds will either be wired the same 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. Those shares
will not be entitled to the dividend declared on the day the redemption
request was received. 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 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.
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.
BY WRITING A CHECK. At the shareholder's request, Federated Services Company
will establish a checking account for redeeming shares. For further
information, contact FBOH Investor Services, Inc.
With a Fund checking account, shares may be redeemed simply by writing a check
for $250 or more. The redemption will be made at the net asset value on the
date that the check is presented to the Fund. A check may not be written to
close an account. If a shareholder wishes to redeem shares and have the
proceeds available, a check may be written and negotiated through the
shareholder's bank. Checks should never be sent to Federated Services Company
or State Street Bank to redeem shares. Cancelled checks are sent to the
shareholder each month upon request.
REDEMPTION BEFORE PURCHASE INSTRUMENTS CLEAR
When shares are purchased by check or through ACH, the proceeds from the
redemption of those shares are not available, and the shares may not be
exchanged, until the Fund or its agents are reasonably certain that the
purchase check has cleared, which could take up to ten calendar days.
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.
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 in the
Trust have equal voting rights, except that in matters affecting a particular
Fund only shares of that Fund are entitled to vote.
As a Massachusetts business trust, the Trust is not required to hold annual
shareholder meetings. Shareholder approval will be sought only for certain
changes in the Trust or Fund's operation and for the election of Trustees under
certain circumstances. As of January 7, 1994, Parcol & Co, Akron, Ohio, owned
approximately 12,762,331 Trust Shares (25%); and First National Bank of Ohio,
Akron, Ohio owned approximately 2,327,139 Investment Shares (25%) of the Fund,
and therefore, may, for certain purposes, be deemed to control the Fund and be
able to affect the outcome of certain matters presented for a vote of
shareholders.
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 or 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.
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.
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
its 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 received. This applies whether dividends
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 account under State and local tax laws.
PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------
From time to time the Fund advertises its yield and effective yield.
The yield of the Fund represents the annualized rate of income earned on an
investment in the Fund over a seven-day period. It is the annualized dividends
earned during the period on the investment, shown as a percentage of the
investment. The effective yield is calculated similarly to the yield, but, when
annualized, the income earned by an investment in of the Fund is assumed to be
reinvested daily. The effective yield will be slightly higher than the yield
because of the compounding effect of this assumed reinvestment.
Advertisements and other sales literature may also refer to total return. Total
return represents the change, over a specified period of time, in the value of
an investment in the Fund after reinvesting all income distributions. It is
calculated by dividing that change by the initial investment and is expressed
as a percentage.
From time to time, the Fund may advertise its performance using certain
financial publications and/or compare its performance to certain indices.
PORTAGE GOVERNMENT MONEY MARKET FUND
FINANCIAL HIGHLIGHTS--INVESTMENT SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
Reference is made to the Report of Independent Public Accountants on page 23.
<TABLE>
<CAPTION>
YEAR ENDED NOVEMBER 30,
-----------------------
1993 1992 1991*
- ---------------------------------------- ------- ------- -------
<S> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.00 $ 1.00 $ 1.00
- ----------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------
Net investment income 0.02 0.03 0.04
- ---------------------------------------- ------- ------- -------
LESS DISTRIBUTIONS
- ----------------------------------------
Dividends to shareholders from net (0.02) (0.03) (0.04)
investment income ------- ------- -------
- ----------------------------------------
NET ASSET VALUE, END OF PERIOD $ 1.00 $ 1.00 $ 1.00
- ---------------------------------------- ------- ------- -------
TOTAL RETURN** 2.47% 3.23% 3.87%
- ----------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------
Expenses 0.74% 0.73% 0.57%(a)
- ----------------------------------------
Net investment income 2.44% 3.13% 5.26%(a)
- ----------------------------------------
Expense waiver/reimbursement (b) 0.45% 0.46% 0.51%
- ----------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------
Net assets, end of period (000 omitted) $10,315 $14,114 $ 7,933
- ----------------------------------------
</TABLE>
* Reflects operations for the period from March 11, 1991 (date of initial
public investment) to November 30, 1991. For the period from the start of
business December 20, 1990 to March 10, 1991, net investment income per share
aggregating $0.0136 per share ($1,364) was distributed to Federated
Administrative Services.
** Based on net asset value which does not reflect the sales load or redemption
fee, if applicable.
(a)Computed on an annualized basis.
(b) This expense decrease is reflected in both the expense and net investment
income ratios shown above (Note 5).
Effective February 1, 1994, separate classes of shares will no longer be
offered. From the date of initial public investment the Fund offered two
classes of shares known as Trust Shares and Investment Shares.
(See Notes which are an integral part of the Financial Statements)
PORTAGE GOVERNMENT MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS
NOVEMBER 30, 1993
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT VALUE
----------- --------------------------------------------------- -----------
<C> <S> <C>
U.S. AGENCY OBLIGATIONS--53.4%
---------------------------------------------------------------
FEDERAL FARM CREDIT BANK--10.1%
---------------------------------------------------
$ 6,000,000 3.33%-7.375% $ 6,008,301
---------------------------------------------------
FEDERAL HOME LOAN BANK DISCOUNT NOTE--20.2%
---------------------------------------------------
12,000,000 3.02%-3.19%, 12/15/93-3/10/94 11,941,629
---------------------------------------------------
FEDERAL NATIONAL MORTGAGE ASSOCIATION--8.8%
---------------------------------------------------
5,000,000 8.90%, 8/10/94 5,185,783
---------------------------------------------------
FEDERAL NATIONAL MORTGAGE ASSOCIATION DISCOUNT
NOTE--14.3%
---------------------------------------------------
8,500,000 3.13%-3.18%, 12/15/93-3/15/94 8,461,761
--------------------------------------------------- -----------
TOTAL U.S. AGENCY OBLIGATIONS 31,597,474
--------------------------------------------------- -----------
U.S. TREASURY OBLIGATIONS--8.3%
---------------------------------------------------------------
U.S. TREASURY NOTES--8.3%
---------------------------------------------------
5,000,000 3.25%, 5/15/94 4,927,617
--------------------------------------------------- -----------
*REPURCHASE AGREEMENTS--39.4%
---------------------------------------------------------------
13,350,000 Merrill Lynch, Pierce, Fenner & Smith, Inc., 3.15%,
dated 11/30/93,
due 12/1/93 13,350,000
---------------------------------------------------
10,000,000 Smith Barney, Harris Upham & Co., Inc., 3.20%,
dated 11/30/93,
due 12/1/93
---------------------------------------------------
10,000,000
-----------
TOTAL REPURCHASE AGREEMENTS (NOTE 2B) 23,350,000
--------------------------------------------------- -----------
TOTAL INVESTMENTS, AT AMORTIZED COST $59,875,091+
--------------------------------------------------- -----------
</TABLE>
+Also represents cost for federal tax purposes.
*Repurchase agreements are fully collateralized by U.S. Treasury Obligations
based on market prices at the date of the portfolio.
Note: The categories of investments are shown as a percentage of net assets
($59,211,656) at November 30, 1993.
(See Notes which are an integral part of the Financial Statements)
PORTAGE GOVERNMENT MONEY MARKET FUND
STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 1993
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS:
- ------------------------------------------------------------------------------
<S> <C> <C>
Investments in securities (Note 2A) $36,525,091
- ------------------------------------------------------------------------------
Investments in repurchase agreements (Note 2B) 23,350,000
- ------------------------------------------------------------------------------
---------------
Total investments, at amortized cost and value $59,875,091
- ------------------------------------------------------------------------------
Cash 679
- ------------------------------------------------------------------------------
Interest receivable 253,780
- ------------------------------------------------------------------------------
Receivable for Trust shares sold 33,392
- ------------------------------------------------------------------------------
Deferred expenses (Note 2F) 14,508
- ------------------------------------------------------------------------------
-------
Total assets 60,177,450
- ------------------------------------------------------------------------------
LIABILITIES:
- ------------------------------------------------------------------------------
Payable for Trust shares redeemed 845,517
- ------------------------------------------------------------------------------
Dividends payable 89,759
- ------------------------------------------------------------------------------
Accrued expenses and other liabilities 30,518
- ------------------------------------------------------------------------------
-------------
Total liabilities 965,794
- ------------------------------------------------------------------------------
-------
NET ASSETS for 59,211,656 shares of beneficial interest
outstanding $59,211,656
- ------------------------------------------------------------------------------
-------
NET ASSET VALUE, Offering Price, and Redemption Price Per Share:
- ------------------------------------------------------------------------------
Trust Shares (net assets of $48,897,182 / 48,897,182
shares $1.00
of beneficial interest outstanding)
- ------------------------------------------------------------------------------
-------
Investment Shares (net assets of $10,314,474 /
10,314,474 shares $1.00
of beneficial interest outstanding)
- ------------------------------------------------------------------------------
-------
</TABLE>
(See Notes which are an integral part of the Financial Statements)
PORTAGE GOVERNMENT MONEY MARKET FUND
STATEMENT OF OPERATIONS
YEAR ENDED NOVEMBER 30, 1993
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
INVESTMENT INCOME:
- ----------------------------------------------------------------------------
<S> <C> <C> <C>
Interest income (Note 2C) $1,921,874
- ----------------------------------------------------------------------------
EXPENSES:
- ----------------------------------------------------------------------------
Investment advisory fee (Note 5) $301,679
- ----------------------------------------------------------------------------
Trustees' fees 7,361
- ----------------------------------------------------------------------------
Administrative personnel and services (Note 5) 90,504
- ----------------------------------------------------------------------------
Custodian fees 44,683
- ----------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and ex-
penses (Note 5) 24,377
- ----------------------------------------------------------------------------
Distribution services fees (Note 5) 31,505
- ----------------------------------------------------------------------------
Legal fees 5,220
- ----------------------------------------------------------------------------
Auditing fees 18,398
- ----------------------------------------------------------------------------
Trust share registration costs 45,343
- ----------------------------------------------------------------------------
Insurance premiums 7,164
- ----------------------------------------------------------------------------
Printing and postage 13,922
- ----------------------------------------------------------------------------
Miscellaneous 9,736
- ----------------------------------------------------------------------------
----------
Total expenses 599,892
- ----------------------------------------------------------------------------
DEDUCT--
- ----------------------------------------------------------------------------
Waiver of investment advisory fee (Note 5) $120,671
- ----------------------------------------------------------------------------
Waiver of distribution service fee (Note 5) 31,505 152,176
- ----------------------------------------------------------------------------
----------
----------
Net expenses 447,716
- ----------------------------------------------------------------------------
----
Net investment income $1,474,158
- ----------------------------------------------------------------------------
----
</TABLE>
(See Notes which are an integral part of the Financial Statements)
PORTAGE GOVERNMENT MONEY MARKET FUND
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED NOVEMBER 30,
----------------------------
1993 1992
------------- -------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
- -------------------------------------------------------------------------------------
OPERATIONS--
- -------------------------------------------------------------------------------------
Net investment income $ 1,474,158 $ 2,364,494
------------- -------------
- -------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS (NOTE 3)--
- -------------------------------------------------------------------------------------
Dividends to shareholders from net investment
income
- -------------------------------------------------------------------------------------
Trust Shares (1,166,502) (1,897,508)
- -------------------------------------------------------------------------------------
Investment Shares (307,656) (466,986)
- -------------------------------------------------------------------------------------------------- -------------
Change in net assets from distributions to (1,474,158) (2,364,494)
shareholders ------------- -------------
- -------------------------------------------------------------------------------------
FUND SHARE (PRINCIPAL) TRANSACTIONS (NOTE 4)--
- -------------------------------------------------------------------------------------
Proceeds from sale of shares 168,898,811 199,346,155
- -------------------------------------------------------------------------------------
Net asset value of shares issued to shareholders
electing
to receive payment of distributions in Fund
shares 277,391 452,797
- -------------------------------------------------------------------------------------
Cost of shares redeemed (178,189,402) (203,647,078)
------------- -------------
- -------------------------------------------------------------------------------------
Change in net assets from Fund share (9,013,200) (3,848,126)
transactions ------------- -------------
- -------------------------------------------------------------------------------------
Change in net assets (9,013,200) (3,848,126)
- -------------------------------------------------------------------------------------
NET ASSETS:
- -------------------------------------------------------------------------------------
Beginning of period 68,224,856 72,072,982
------------- -------------
- -------------------------------------------------------------------------------------
End of period $ 59,211,656 $ 68,224,856
------------- -------------
- -------------------------------------------------------------------------------------
</TABLE>
(See Notes which are an integral part of the Financial Statements)
PORTAGE GOVERNMENT MONEY MARKET FUND
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1993
- --------------------------------------------------------------------------------
(1) ORGANIZATION
The Portage Funds (the "Trust") is registered under the Investment Company Act
of 1940, as amended, as an open-end management investment company. The
financial statements included herein present only those of Portage Government
Money Market Fund (the "Fund").
Portage Government Money Market Fund provided two classes of shares ("Trust
Shares" and "Investment Shares"). Investment Shares were identical in all
respects to Trust Shares except that Investment Shares were sold pursuant to a
distribution plan ("Plan") adopted in accordance with Investment Company Act
Rule 12b-1. Under the Plan, the Fund paid Federated Securities Corp. (the
"distributor") a fee at an annual rate up to 0.25% of the average net asset
value of Investment Shares to finance any activity which was principally
intended to result in the sale of Investment Shares.
Effective February 1, 1994, Investment Shares will no longer be offered.
(2) SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. The
policies are in conformity with generally accepted accounting principles.
A. INVESTMENT VALUATIONS--The Board of Trustees ("Trustees") has determined
that the best method currently available for valuing portfolio securities is
amortized cost. The Fund's use of the amortized cost method to value
portfolio securities is conditioned on its compliance with Rule 2a-7 under
the Investment Company Act of 1940.
B. REPURCHASE AGREEMENTS--It is the policy of the Fund to require the custodian
bank to take possession, to have legally segregated in the Federal Reserve
Book Entry System or to have segregated within the custodian bank's vault,
all securities held as collateral in support of repurchase agreement
investments. Additionally, procedures have been established by the Fund to
monitor on a daily basis, the market value of each repurchase agreement's
underlying securities to ensure the existence of a proper level of
collateral.
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. Risks may arise from the potential inability of counterparties
to honor the terms of the repurchase agreement. Accordingly, the Fund could
receive less than the repurchase price on the sale of collateral securities.
C. INCOME--Interest income is recorded on the accrual basis. Interest income
includes interest, and discount earned (net of premium) including original
issue discount as required by the Internal Revenue Code, plus realized net
gains, if any, on portfolio securities.
D. FEDERAL TAXES--It is the Fund's policy to comply with the provisions of the
Internal Revenue Code applicable to investment companies and to distribute
to shareholders each year all of its taxable income. Accordingly, no
provision for federal tax is necessary.
E. WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS--The Fund may engage in when-
issued or delayed delivery transactions. To the extent the Fund engages in
such transactions, it will do so for the purpose of acquiring portfolio
securities consistent with its investment objective and policies and not
for the purpose of investment leverage. The Fund will record a when-issued
security and the related liability on the trade date. Until the securities
are received and paid for, the Fund will maintain security positions such
that sufficient liquid assets will be available to make payment for the
securities purchased. Securities purchased on a when-issued or delayed
delivery basis are marked to market daily and begin earning interest on the
settlement date.
F. DEFERRED EXPENSES--Costs incurred by the Fund in connection with its
initial share registration, other than organization expenses, were deferred
and are being amortized on a straight-line basis through December 1995.
G. EXPENSES--Expenses of the Fund (other than distribution services fees) and
waivers and reimbursements, if any, are allocated to each class of shares
based on its relative average net assets for the period.
H.OTHER--Investment transactions are accounted for on the date of the
transaction.
(3) DIVIDENDS
The Fund computes its net income daily and, immediately prior to the
calculation of its net asset value at the close of business, declares and
records dividends to shareholders of record at the time of the previous
computation of the Fund's net asset value. Payment of dividends is made
monthly in cash, or in additional shares at the net asset value on the payable
date.
(4) SHARES OF BENEFICIAL INTEREST
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value) for each
class of shares. At November 30, 1993 capital paid-in aggregated $59,211,656.
Transactions in Fund shares were as follows:
<TABLE>
<CAPTION>
YEAR ENDED NOVEMBER 30,
--------------------------
TRUST SHARES 1993 1992
- ------------------------------------------------- ------------ ------------
<S> <C> <C>
Shares outstanding, beginning of period 54,110,927 64,140,428
- -------------------------------------------------
Shares sold 146,033,254 155,376,246
- -------------------------------------------------
Shares issued to shareholders electing to receive
payment of dividends in Fund Shares 29,061 326
- -------------------------------------------------
Shares redeemed (151,276,060) (165,406,073)
- ------------------------------------------------- ------------ ------------
Shares outstanding, end of period 48,897,182 54,110,927
- ------------------------------------------------- ------------ ------------
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED NOVEMBER 30,
------------------------
INVESTMENT SHARES 1993 1992
- ------------------------------------------------- ----------- -----------
<S> <C> <C>
Shares outstanding, beginning of period 14,113,929 7,932,554
- -------------------------------------------------
Shares sold 22,865,557 43,969,909
- -------------------------------------------------
Shares issued to shareholders electing to receive
payment of dividends in Fund Shares 248,330 452,471
- -------------------------------------------------
Shares redeemed (26,913,342) (38,241,005)
- ------------------------------------------------- ----------- -----------
Shares outstanding, end of period 10,314,474 14,113,929
- ------------------------------------------------- ----------- -----------
</TABLE>
(5) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
First National Bank of Ohio, the Fund's investment adviser ("Adviser"),
receives for its services an annual investment advisory fee equal to 0.50 of 1%
of the Fund's average daily net assets. Adviser may voluntarily choose to waive
a portion of its fee, limited to the amount of the advisory fee. Adviser can
terminate this voluntary waiver of expenses at any time at its sole discretion.
Adviser has also undertaken to reimburse the Fund for operating expenses in
excess of limitations established by certain states. For the fiscal year ended
November 30, 1993, Adviser earned an investment advisory fee of $301,679 of
which $120,671 was voluntarily waived.
Administrative personnel and services were provided by Federated Administrative
Services ("FAS") at an annual rate of 0.15 of 1% on the first $250 million of
average aggregate net assets of the Portage Funds; 0.125 of 1% on the next $250
million; 0.10 of 1% on the next $250 million; and 0.075 of 1% on average
aggregate net assets in excess of $750 million. FAS may voluntarily waive a
portion of its fee. For the fiscal year ended November 30, 1993, FAS earned
$90,504.
Federated Services Company, the Fund's transfer agent and dividend disbursing
agent received for its services a fee of $24,377 for the fiscal year ended
November 30, 1993.
Expenses of organizing the Fund ($114,169) were borne initially by FAS. The
Fund has agreed to pay FAS, at an annual rate of 0.005 of 1% of average daily
net assets, until the organization expenses initially borne by FAS are
reimbursed or five years from January 8, 1991 (date the Trust's registration
statement first became effective), whichever occurs earlier. For the fiscal
year ended November 30, 1993, the Fund paid organization expenses of $3,086.
Certain of the Officers and Trustees of the Trust are Officers and Trustees of
FAS.
The Fund had adopted a Distribution Plan (the "Plan") pursuant to Rule 12b-1
under the Investment Company Act of 1940. The Fund paid Federated Securities
Corp., ("FSC") the principal distributor, from the assets of the Investment
Shares of the Fund to finance activities principally intended to result in the
sale of Investment Shares subject to the Plan. The Plan provided that the Fund
will pay 0.25% of the average daily net assets of the Investment Shares,
annually, to compensate the distributor. FSC may voluntarily waive a portion of
its fee. For the fiscal year ended November 30, 1993, FSC earned distribution
fees of $31,505, all of which were voluntarily waived.
The Fund does not intend to pay any fees under the Plan in the fiscal year
ending 1994.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------
To the Shareholders and Board of Trustees of PORTAGE FUNDS (Portage Government
Money Market Fund):
We have audited the accompanying statement of assets and liabilities of Portage
Government Money Market Fund (an investment portfolio of the Portage Funds, a
Massachusetts business trust), including the schedule of portfolio investments,
as of November 30, 1993, and the related statement of operations for the year
then ended, and the statement of changes in net assets and the financial
highlights (see pages 2 and 14 of the prospectus) for the periods presented.
These financial statements and financial highlights are the responsibility of
the Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
November 30, 1993 by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Portage Government Money Market Fund, an investment portfolio of the Portage
Funds, as of November 30, 1993, the results of its operations for the year then
ended, and changes in its net assets and financial highlights for the periods
presented in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN & CO
Pittsburgh, Pennsylvania
January 14, 1994
ADDRESSES
- --------------------------------------------------------------------------------
Portage Government Money Market 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 106 South Main Street
Akron, Ohio 44308-1444
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Custodian
State Street Bank and Trust Company P.O. Box 1713
Boston, Massachusetts 02105
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Transfer Agent and Dividend Disbursing Agent Federated Investors Tower
Federated Services Company Pittsburgh, Pennsylvania
15222-3779
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Legal Counsel
Houston, Houston & Donnelly 2510 Centre City Tower
Pittsburgh, Pennsylvania 15222
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Legal Counsel
Dickstein, Shapiro & Morin 2101 L Street, N.W.
Washington, D.C. 20037
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Independent Public Accountants
Arthur Andersen & Co. 2100 One PPG Place
Pittsburgh, Pennsylvania 15222
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PORTAGE GOVERNMENT MONEY MARKET FUND
(A PORTFOLIO OF THE PORTAGE FUNDS)
PROSPECTUS
An Open-End, Diversified
Management Investment Company
January 31, 1994
First National Bank of Ohio, Investment
Adviser
[LOGO] FEDERATED SECURITIES CORP.
--------------------------
DISTRIBUTOR
A SUBSIDIARY OF FEDERATED INVESTORS
FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3799
0121703A-I (1/94)
PORTAGE GOVERNMENT MONEY MARKET 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 Government Money Market Fund (the "Fund")
dated January 31, 1994. This Statement is not a prospectus itself.
To receive a copy of the prospectus, write First National Bank of
Ohio, 106 South Main Street, Akron, Ohio 44308-1444.
FEDERATED INVESTORS TOWER
PITTSBURGH, PENNSYLVANIA 15222-3779
Statement dated January 31, 1994
First National Bank of Ohio,
Investment Adviser
[LOGO] FEDERATED SECURITIES CORP.
--------------------------
DISTRIBUTOR
A SUBSIDIARY OF FEDERATED INVESTORS
TABLE OF CONTENTS
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GENERAL INFORMATION ABOUT THE FUND 1
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INVESTMENT OBJECTIVE AND POLICIES 1
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Types of Investments 1
When-Issued and Delayed Delivery
Transactions 1
Reverse Repurchase Agreements 1
Lending of Portfolio Securities 1
Investment Limitations 1
PORTAGE FUNDS MANAGEMENT 3
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Officers and Trustees 3
The Funds 5
Fund Ownership 5
Trustee Liability 5
INVESTMENT ADVISORY SERVICES 5
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Adviser to the Fund 5
Advisory Fees 5
ADMINISTRATIVE SERVICES 6
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BROKERAGE TRANSACTIONS 6
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PURCHASING SHARES 6
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Distribution Plan
(Investment Shares) 6
Conversion to Federal Funds 7
DETERMINING NET ASSET VALUE 7
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Use of the Amortized Cost Method 7
REDEEMING SHARES 7
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Redemption in Kind 8
TAX STATUS 8
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The Fund's Tax Status 8
Shareholders' Tax Status 8
YIELD 8
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EFFECTIVE YIELD 9
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PERFORMANCE COMPARISONS 9
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GENERAL INFORMATION ABOUT THE FUND
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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.
INVESTMENT OBJECTIVE AND POLICIES
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The Fund's investment objective is to provide stability of principal and
current income consistent with stability of principal. This investment
objective cannot be changed without approval of shareholders.
TYPES OF INVESTMENTS
The Fund invests only in short-term U.S. government securities.
VARIABLE RATE U.S. GOVERNMENT SECURITIES
Some of the short-term U.S. government securities the Fund may purchase
carry variable interest rates. These securities have a rate of interest
subject to adjustment at least annually. This adjusted interest rate is
ordinarily tied to some objective standard, such as the 91-day U.S.
Treasury bill rate.
Variable interest rates will reduce the changes in the market value of
such securities from their original purchase prices. Accordingly, the
potential for capital appreciation or capital depreciation should not be
greater than the potential for capital appreciation or capital
depreciation of fixed interest rate U.S. government securities having
maturities equal to the interest rate adjustment dates of the variable
rate U.S. government securities.
The Fund may purchase variable rate U.S. government securities upon the
determination by the Board of Trustees (the "Trustees") that the interest
rate as adjusted will cause the instrument to have a current market value
that approximates its par value on the adjustment date.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
These transactions 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 on the Fund's records at the trade
date. These securities are marked to market daily and maintained until the
transaction is settled.
The Fund may engage in these transactions to an extent that would cause the
segregation of an amount up to 20% of the total value of its assets.
REVERSE REPURCHASE AGREEMENTS
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.
LENDING OF PORTFOLIO SECURITIES
The collateral received when the Fund lends portfolio securities must be valued
daily and, should the market value of the loaned securities increase, the
borrower must furnish additional collateral to the Fund. During the time
portfolio securities are on loan, the borrower pays the Fund any dividends or
interest paid on such securities. Loans are subject to termination at the
option of the Fund or the borrower. The Fund may pay reasonable administrative
and custodial fees in connection with a loan and may pay a negotiated portion
of the interest earned on the cash or equivalent collateral to the borrower or
placing broker.
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 securities.
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.
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 portfolio 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 borrowings in excess of 5% of the value of its total
assets are outstanding.
RESTRICTED SECURITIES
The Fund will not invest more than 10% of the value of its net assets in
securities subject to restrictions on resale under the Securities Act of
1933 except for certain restricted securities which meet criteria for
liquidity as established by the Trustees.
PLEDGING ASSETS
The Fund will not mortgage, pledge or hypothecate any assets, except to
secure permitted borrowings. In those cases, it may pledge assets having
a market value not exceeding the lesser of the dollar amounts borrowed or
15% of the value of total assets of the Fund at the time of the pledge.
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 buy or sell real estate including limited partnership
interests, although it may invest in securities secured by real estate or
interests in real estate.
INVESTING IN COMMODITIES
The Fund will not buy or sell commodities, commodity contracts, or
commodities futures contracts.
LENDING CASH OR SECURITIES
The Fund will not lend any of its assets, except portfolio securities.
This shall not prevent the Fund from purchasing or holding bonds,
debentures, notes, certificates of indebtedness or other debt securities,
entering into repurchase agreements or engaging in other transactions
where permitted by its investment objective, policies and limitations or
Declaration of Trust.
The above investment limitations cannot be changed without shareholder
approval. The following limitations, however, may be changed by the Trustees
without shareholder approval. Shareholders will be notified before any material
change in these limitations becomes effective.
INVESTING IN ILLIQUID SECURITIES
The Fund will not invest more than 10% of the value of its net assets in
illiquid securities, including repurchase agreements providing for
settlement more than seven days after notice and certain restricted
securities determined by the Trustees not to be liquid.
DEALING IN PUTS AND CALLS
The Fund will not buy or sell puts, calls, straddles, spreads, or any
combination of these.
INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
The Fund will not purchase securities of other investment companies
except as part of a merger, consolidation, or other acquisition.
INVESTING IN MINERALS
The Fund will not purchase or sell, oil, gas, or other mineral
exploration or development programs, or leases.
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 did not borrow money, issue senior securities, or pledge securities in
excess of 5% of the value of its net assets in the last fiscal year and has no
present intent to do so in the coming fiscal year.
PORTAGE FUNDS MANAGEMENT
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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 Administrative
Services, and the Funds (as defined below).
<TABLE>
<CAPTION>
POSITIONS WITH PRINCIPAL OCCUPATIONS
NAME AND ADDRESS THE TRUST DURING PAST FIVE YEARS
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<S> <C> <C>
John F. Donahue+* Chairman and Chairman and Trustee, Federated Investors; Chairman and
Federated Investors Trustee Trustee, Federated Advisers, Federated Management, and
Tower Federated Research; Director, ^tna Life and Casualty
Pittsburgh, PA Company; Chief Executive Officer and Director, Trustee,
or Managing General Partner of the Funds; formerly,
Director, The Standard Fire Insurance Company. Mr.
Donahue is the father of J. Christopher Donahue, Vice
President and Trustee of the Trust.
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John T. Conroy, Jr. Trustee President, Investment Properties Corporation; Senior Vice
Wood/IPC Commercial President, John R. Wood and Associates, Inc., Realtors;
Department President, Northgate Village Development Corporation;
John R. Wood and General Partner or Trustee in private real estate
Associates, Inc., Realtors ventures in Southwest Florida; Director, Trustee, or
3255 Tamiami Trail North Managing General Partner of the Funds; formerly,
Naples, FL President, Naples Property Management, Inc.
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William J. Copeland Trustee Director and Member of the Executive Committee, Michael
One PNC Plaza Baker, Inc.; Director, Trustee, or Managing General
23rd Floor Partner of the Funds; formerly, Vice Chairman and
Pittsburgh, PA Director, PNC Bank, N.A., and PNC Bank Corp. and
Director, Ryan Homes, Inc.
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J. Christopher Donahue* Vice President and Trustee, Federated Investors; Trustee,
Federated Investors President and Federated Advisers, Federated Management, and Federated
Tower Trustee Research; President and Director, Federated
Pittsburgh, PA 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.
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James E. Dowd Trustee Attorney-at-law; Director, The Emerging Germany Fund,
571 Hayward Mill Road Inc.; Director, Trustee, or Managing General Partner of
Concord, MA the Funds; formerly, Director, Blue Cross of
Massachusetts, Inc.
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Lawrence D. Ellis, M.D. Trustee Hematologist, Oncologist, and Internist, Presbyterian and
3471 Fifth Avenue Montefiore Hospitals; Clinical Professor of Medicine and
Suite 1111 Trustee, University of Pittsburgh; Director, Trustee, or
Pittsburgh, PA Managing General Partner of the Funds.
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Edward L. Flaherty, Jr.+ Trustee Attorney-at-law; Partner, Meyer and Flaherty; Director,
5916 Penn Mall Eat 'N Park Restaurants, Inc., and Statewide Settlement
Pittsburgh, PA Agency, Inc.; Director, Trustee, or Managing General
Partner of the Funds; formerly, Counsel, Horizon
Financial, F.A., Western Region.
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Edward C. Gonzales* President, Vice President, Treasurer and Trustee, Federated
Federated Investors Treasurer Investors; Vice President and Treasurer, Federated
Tower and Trustee Advisers, Federated Management, and Federated Research;
Pittsburgh, PA Executive Vice President, Treasurer, and Director,
Federated Securities Corp.; Trustee, Federated Services
Company; Chairman, Treasurer, and Director, Federated
Administrative Services; Trustee or Director of some of
the Funds; Vice President and Treasurer of the Funds.
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Peter E. Madden Trustee Consultant; State Representative, Commonwealth of
225 Franklin Street Massachusetts; Trustee, Lahey Clinic Foundation, Inc.;
Boston, MA Director, Trustee, or Managing General Partner of the
Funds; formerly, President, State Street Bank and Trust
Company and State Street Boston Corporation.
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Gregor F. Meyer Trustee Attorney-at-law; Partner, Meyer and Flaherty; Chairman,
5916 Penn Mall Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.;
Pittsburgh, PA Director, Trustee, or Managing General Partner of the
Funds; formerly, Vice Chairman, Horizon Financial, F.A.
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Wesley W. Posvar Trustee Professor, Foreign Policy and Management Consultant;
1202 Cathedral of Trustee, Carnegie Endowment for International Peace, RAND
Learning Corporation, Online Computer Library Center, Inc., and
University of Pittsburgh U.S. Space Foundation; Chairman, Czecho Slovak Management
Pittsburgh, PA 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.
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Marjorie P. Smuts Trustee Public relations/marketing consultant; Director, Trustee,
4905 Bayard Street or Managing General Partner of the Funds.
Pittsburgh, PA
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Richard B. Fisher Vice Executive Vice President and Trustee, Federated
Federated Investors President Investors; Chairman and Director, Federated Securities
Tower Corp.; President or Vice President of the Funds; Director
Pittsburgh, PA or Trustee of some of the Funds.
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Margaret P. Demski Vice Vice President, Federated Administrative Services; Vice
Federated Investors President and President and Assistant Treasurer of some of the Funds.
Tower Assistant
Pittsburgh, PA Treasurer
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John W. McGonigle Vice Vice President, Secretary, General Counsel, and Trustee,
Federated Investors President and Federated Investors; Vice President, Secretary and
Tower Secretary Trustee, Federated Advisers, Federated Management, and
Pittsburgh, PA Federated Research; Trustee, Federated Services Company;
Executive Vice President, Secretary, and Director,
Federated Administrative Services; Executive Vice
President and Director, Federated Securities Corp.; Vice
President and Secretary of the Funds.
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John A. Staley, IV Vice Vice President and Trustee, Federated Investors;
Federated Investors President Executive Vice President, Federated Securities Corp.;
Tower President and Trustee, Federated Advisers, Federated
Pittsburgh, PA 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.
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</TABLE>
* This Trustee is deemed to be an "interested person" of the Trust as defined
in the Investment Company Act of 1940.
+ Members of the Trust's Executive Committee. The Executive Committee of the
Board of Trustees handles the responsibilities of the Board of Trustees
between meetings of the Board.
THE FUNDS
"The Funds" and "Funds" mean the following investment companies: A.T. Ohio Tax-
Free Money Fund; American Leaders Fund, Inc.; Annuity Management Series;
Automated Cash Management Trust; Automated Government Money Trust; BankSouth
Select Funds; The Boulevard Funds; California Municipal Cash Trust; Cash Trust
Series II; Cash Trust Series, Inc.; DG Investors Series; Edward D. Jones & Co.
Daily Passport Cash Trust; FT Series, Inc.; 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; Insurance
Management Series; Intermediate Municipal Trust; 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; Limited Term Trust, Inc.-1999; Liberty Utility
Fund, Inc.; Liquid Cash 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; 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.
FUND OWNERSHIP
Officers and Trustees own less than 1% of the Fund's outstanding shares.
As of January 7, 1994, the following shareholder of record owned 5% or more of
the outstanding Investment Shares of the Fund: Britton-Gallagher & Assoc. Inc.,
Solon, Ohio, owned approximately 465,353 shares (5%).
As of January 7, 1994, the following shareholder of record owned 5% or more of
the outstanding Trust Shares of the Fund: Parcol & Co., Akron, Ohio, owned
approximately 2,552,057 shares (5%).
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 wrong doing 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
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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.
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.
For the fiscal years ended November 30, 1993 and 1992, and for the period from
March 11, 1991 (date of initial public investment) to November 30, 1991, the
Fund's adviser earned $301,679, $369,754 and $268,815, respectively, of which
$120,671, $147,901 and $107,526, respectively, were voluntarily waived.
STATE EXPENSE LIMITATION
The adviser has undertaken to comply with the expense limitation
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
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Federated Administrative Services, a subsidiary of Federated Investors,
provides administrative personnel and services to the Fund for a fee as
described in the prospectus. For the fiscal years ended November 30, 1993 and
1992, and for the period from March 11, 1991 (date of initial public
investment) to November 30, 1991, the Fund incurred costs for administrative
services of $90,504, $110,926 and $80,644, respectively, of which $0, $0 and
$31,292, respectively, were voluntarily waived.
BROKERAGE TRANSACTIONS
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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 use those who are
recognized dealers in specific portfolio instruments, except when a better
price and execution of the order can be obtained elsewhere. The adviser makes
decisions on portfolio transactions and selects brokers and dealers subject to
review by the Trustees.
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 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
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Shares are sold at their net asset value without a sales charge on days the New
York Stock Exchange and 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 (INVESTMENT SHARES)
With respect to the Investment Shares class of the Fund, the Trust had adopted
a Plan pursuant to Rule 12b-1 which was promulgated by the Securities and
Exchange Commission pursuant to the Investment Company Act of 1940.
For the fiscal years ended November 30, 1993 and 1992, and for the period from
March 11, 1991 (date of initial public investment) to November 30, 1991,
Federated Securities Corp. earned distribution fees of $31,505, $37,265 and
$10,677, respectively, all of which were voluntarily waived. The Fund does not
intend to pay any fees under the Distribution Plan in fiscal year 1994.
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 act as the shareholder's agent in depositing
checks and converting them to federal funds.
DETERMINING NET ASSET VALUE
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The Fund attempts to stabilize the value of a share at $1.00. The days on which
net asset value is calculated by the Fund is described in the prospectus.
USE OF THE AMORTIZED COST METHOD
The Trustees have decided that the best method for determining the value of
portfolio instruments is amortized cost. Under this method, portfolio
instruments are valued at the acquisition cost as adjusted for amortization of
premium or accumulation of discount rather than at current market value.
The Fund's use of the amortized cost method of valuing portfolio instruments
depends on its compliance with certain conditions contained in Rule 2a-7 ("The
Rule") under the Investment Company Act of 1940. Under the Rule, the Trustees
must establish procedures reasonably designed to stabilize the net asset value
per share, as computed for purposes of distribution and redemption, at $1.00
per share, taking into account current market conditions and the Fund's
investment objective.
MONITORING PROCEDURES
The Trustees' procedures include monitoring the relationship between the
amortized cost value per share and the net asset value per share based
upon available indications of market value. The Trustees will decide
what, if any, steps should be taken if there is a difference of more than
.5 of 1% between the two values. The Trustees will take any steps they
consider appropriate (such as redemption in kind or shortening the
average portfolio maturity) to minimize any material dilution or other
unfair results arising from differences between the two methods of
determining net asset value.
INVESTMENT RESTRICTIONS
The Rule requires that the Fund limit its investments to instruments
that, in the opinion of the Trustees, present minimal credit risks. The
Rule also requires the Fund to maintain a dollar weighted average
portfolio maturity (not more than 90 days) appropriate to the objective
of maintaining a stable net asset value of $1.00 per share. In addition,
no instrument with a remaining maturity of more than 13 months can be
purchased by the Fund.
Should the disposition of a portfolio security result in a dollar
weighted average portfolio maturity of more than 90 days, the Fund will
invest its available cash to reduce the average maturity to 90 days or
less as soon as possible.
The Fund may attempt to increase yield by trading portfolio securities to
take advantage of short-term market variations. This policy may, from
time to time, result in high portfolio turnover. Under the amortized cost
method of valuation, neither the amount of daily income nor the net asset
value is affected by any unrealized appreciation or depreciation of the
portfolio.
In periods of declining interest rates, the indicated daily yield on
shares of the Fund computed by dividing the annualized daily income on
the Fund's portfolio by the net asset value computed as above may tend to
be higher than a similar computation made by using a method of valuation
based upon market prices and estimates.
In periods of rising interest rates, the indicated daily yield on shares
of the Fund computed the same way may tend to be lower than a similar
computation made by using a method of calculation based upon market
prices and estimates.
REDEEMING SHARES
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Shares are redeemed at the next computed net asset value after the 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 respective
class' net asset value during any 90-day period.
Any redemption beyond this amount will also be in cash unless the Trustees
determine that payments should be in kind. In such a case, the Trust will pay
all or a portion of the remainder of the redemption in portfolio instruments,
valued in the same way as the Fund determines net asset value. The portfolio
instruments will be selected in a manner that the Trustees deem fair and
equitable.
Redemption in kind is not as liquid as a cash redemption. If redemption is made
in kind, shareholders receiving their securities and selling them before their
maturity could receive less than the redemption value of their securities and
could incur certain transaction costs.
TAX STATUS
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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.
SHAREHOLDERS' TAX STATUS
Shareholders are subject to federal income tax on dividends received as cash or
additional shares. No portion of any income dividend paid by the Fund is
eligible for the dividends received deduction available to corporations. These
dividends, and any short-term capital gains, are taxable as ordinary income.
CAPITAL GAINS
Capital gains experienced by the Fund could result in an increase in
dividends. Capital losses could result in a decrease in dividends. If,
for some extraordinary reason, the Fund realizes net long-term capital
gains, it will distribute them at least once every 12 months.
YIELD
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The Fund calculates its yield daily for both classes of shares, based upon the
seven days ending on the day of the calculation, called the "base period." This
yield is computed by:
. determining the net change in the value of a hypothetical account with a
balance of one share at the beginning of the base period, with the net change
excluding capital changes but including the value of any additional shares
purchased with dividends earned from the original one share and all dividends
declared on the original and any purchased shares;
. dividing the net change in the account's value by the value of the account at
the beginning of the base period to determine the base period return; and
. multiplying the base period return by (365/7).
To the extent that financial institutions and brokers/dealers charge fees in
connection with services provided in conjunction with an investment in either
class of shares, the performance, will be reduced for those shareholders paying
those fees.
The yield for Trust Shares and Investment Shares of the Fund for the seven-day
period ended November 30, 1993 was 2.39%.
EFFECTIVE YIELD
- --------------------------------------------------------------------------------
The Fund's effective yield for both classes of shares is computed by
compounding the unannualized base period return by:
. adding 1 to the base period return;
. raising the sum to the (365/7)th power; and
. subtracting 1 from the result.
The Fund's effective yield for the Investment Shares for the seven-day period
ended November 30, 1993 was 2.41%. The effective yield for the Trust Shares was
2.41% for the same period.
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 on money market instruments;
. changes in Fund expenses; and
. the relative amount of Fund cash flow.
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 net asset value. The
financial publications and/or indices which the Fund uses in advertising may
include:
. DISCOUNT CORPORATION OF NEW YORK 30-DAY FEDERAL AGENCIES, for example, is a
weekly quote of the average daily offering price for selected federal agency
issues maturing in 30 days.
. SALOMON 30-DAY TREASURY BILL INDEX is a weekly quote of the most
representative yields for selected securities, issued by the U.S. Treasury,
maturing in 30 days.
. 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 "short-term
U.S. government funds" category in advertising and sales literature.
Advertisements and other sales literature for the Fund may refer to total
return. Total return is the historic change in the value of an investment in
the Fund based on the monthly reinvestment of dividends over a specified period
of time. The Fund may also advertise its performance compared to federally
insured bank products, such as savings accounts and certificates of deposit.
0121703B-IS (1/94)
PART C. OTHER INFORMATION.
Item 24. Financial Statements and Exhibits:
(a) Financial Statements (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.);
(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; (2.)
(5) Copy of new Investment Advisory Contract of the
Registrant; (2.)
(6) Copy of Distributor's Contract of the Registrant (1.);
(7) Not applicable;
(8) Conformed copy of Custodian Agreement of the
Registrant;+
(9) Conformed copy of Transfer Agency and Service
Agreement of the Registrant, including;+
(i) Conformed copy of Amendment Number 1
to Transfer Agency and Service Agreement;+
(10) Copy of Opinion and Consent of Counsel as
to legality of shares being registered (2.);
(11) Conformed copy of Consent of Independent
Auditors;+
(12) Not applicable;
(13) Copy of Initial Capital Understanding
(2.);
(14) Not Applicable;
(15) (i) Copy of Distribution Plan (1.);
(ii) Copy of 12b-1 Agreement (1.);
(16) Schedule for Computation of Fund
Performance Data (3.);
(17) Power of Attorney (4.);
(18) Opinion and Consent of Counsel as to
Availability of Rule 485(b);+
Item 25. Persons Controlled by or Under Common Control with Registrant:
None
______________________________
+ 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 Number 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 to its Registration Statement on Form N-1A filed July 8,
1991 (File Nos. 33-37993 and 811-6224).
4. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 2 to its Registration Statement on Form N-1A filed
January 30, 1992 (File Nos. 33-37993 and 811-6224).
Item 26. Number of Holders of Securities:
Number of Record Holders
Title of Class as of January 7, 1994
Shares of beneficial interest
no par value
Portage Government Money 224
Market Fund-Investment Shares
Portage Government Money 4
Market Fund-Trust Shares
Item 27. Indemnification: (1.)
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 December 31, 1993 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. First National Bank of Ohio has no prior
experience in managing mutual funds.
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.
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
___________________________
1. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 1 to its Registration Statement on Form N-1A filed July 8,
1991 (File Nos. 33-37993 and 811-6224).
Other Substantial
Position with Business, Profession,
Name the Adviser Vocation or Employment
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 Donald M. Lambert Justin T. Rogers, Jr.
Howard L. Flood Philip A. Lloyd G. Ramsey Yoder
Harold Graves, Jr. 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: A.T. Ohio Tax-Free
Money Fund; American Leaders Fund, Inc.; Annuity Management
Series; Automated Cash Management Trust; Automated Government
Money Trust; BankSouth Select Funds; 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; FT Series,
Inc.; 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;
Financial Reserves 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; Insurance Management Series; Intermediate
Municipal Trust; 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; 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; The Planters 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.; and Vision Group of Funds, 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 Treasurer
Federated Investors Tower President, and Treasurer,
Pittsburgh, PA 15222-3779 Federated Securities
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.
James S. Hamilton 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
Mark W. Bloss Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With Registrant
Richard W. Boyd 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
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
Theodore Fadool, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Bryant R. Fisher 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
Christopher T. Fives 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
James M. Heaton 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
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
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With Registrant
Keith Nixon 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
Timothy C. Pillion 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
Thomas E. Territ 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
R. Edmond Connell, Jr. Assistant 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
H. Joseph Kennedy 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
Item 30. Location of Accounts and Records: (1.)
Item 31. Management Services: Not applicable.
Item 32. Undertakings: (2.)
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.
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 Post-Effective
Amendment No. 1 to its Registration Statement on Form N-1A filed July 8,
1991 (File Nos. 33-37993 and 811-6224).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, PORTAGE FUNDS, certifies
that it meets all of the requirements for effectiveness of this
Amendment to its Registration Statement pursuant to Rule 485(b) under
the Securities Act of 1933 and has duly caused this Amendment to its
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Pittsburgh and
Commonwealth of Pennsylvania, on the 25th day of January, 1994.
PORTAGE FUNDS
BY: /s/Joseph M. Huber
Joseph M. Huber, Assistant Secretary
Attorney in Fact for John F. Donahue
January 25, 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 January 25,
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
Wesley W. Posvar* Trustee
Marjorie P. Smuts* Trustee
* By Power of Attorney
Exhibit (11) under Form N-1A
Exhibit 23 under Item 601/Reg S-K
ARTHUR ANDERSEN & CO.
Pittsburgh, Pennsylvania
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use in
Post-Effective Amendment No. 6 to Form N-1A Registration Statement of
Portage Government Money Market Fund of our report dated January 14, 1994,
on the financial statements of Portage Government Money Market Fund,
included in or made part of this registration statement.
By: ARTHUR ANDERSEN & CO.
ARTHUR ANDERSEN & CO.
Pittsburgh, Pennsylvania,
January 24, 1994
CUSTODIAN CONTRACT
Between
PORTAGE FUNDS
and
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
Page
1. Employment of Custodian and Property to be Held by It............ 1
2. Duties of the Custodian With Respect to Property
of the Funds Held by the Custodian............................... 1
2.1 Holding Securities........................................ 1
2.2 Delivery of Securities.................................... 2
2.3 Registration of Securities................................ 4
2.4 Bank Accounts............................................. 4
2.5 Payments for Shares....................................... 4
2.6 Availability of Federal Funds............................. 4
2.7 Collection of Income...................................... 5
2.8 Payment of Fund Moneys.................................... 5
2.9 Liability for Payment in Advance of
Receipt of Securities Purchased........................... 6
2.10 Payments for Repurchases or Redemptions
of Shares of a Fund....................................... 6
2.11 Appointment of Agents..................................... 6
2.12 Deposit of Fund Assets in Securities System............... 7
2.13 Segregated Account........................................ 8
2.14 Joint Repurchase Agreements............................... 8
2.15 Ownership Certificates for Tax Purposes................... 8
2.16 Proxies................................................... 9
2.17 Communications Relating to Fund Portfolio Securities...... 9
2.18 Proper Instructions....................................... 9
2.19 Actions Permitted Without Express Authority............... 9
2.20 Evidence of Authority.....................................10
3. Duties of Custodian With Respect to the Books of Account and
Calculation of Net Asset Value and Net Income....................10
4. Records..........................................................10
5. Opinion of Funds' Independent Auditors...........................11
6. Reports to Trust by Independent Auditors.........................11
7. Compensation of Custodian........................................11
8. Responsibility of Custodian......................................11
9. Effective Period, Termination and Amendment......................13
10. Successor Custodian..............................................13
11. Interpretive and Additional Provisions...........................14
12. Massachusetts Law to Apply.......................................14
13. Notices..........................................................14
14. Counterparts.....................................................14
15. Limitations of Liability.........................................15
CUSTODIAN CONTRACT
This Contract between PORTAGE FUNDS, (the "Trust"), a Massachusetts
business trust, on behalf of the portfolios (hereinafter collectively
called the "Funds" and individually referred to as a "Fund") of the Trust,
organized and existing under the laws of the Commonwealth of
Massachusetts, having its principal place of business at Federated
Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, and STATE STREET
BANK AND TRUST COMPANY, a Massachusetts trust company, having its
principal place of business at 225 Franklin Street, Boston, Massachusetts,
02110, hereinafter called the "Custodian",
WITNESSETH: That in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto agree as follows:
1. Employment of Custodian and Property to be Held by It
The Trust hereby employs the Custodian as the custodian of the
assets of each of the Funds of the Trust. Except as otherwise expressly
provided herein, the securities and other assets of each of the Funds
shall be segregated from the assets of each of the other Funds and from
all other persons and entities. The Trust will deliver to the Custodian
all securities and cash owned by the Funds and all payments of income,
payments of principal or capital distributions received by them with
respect to all securities owned by the Funds from time to time, and the
cash consideration received by them for shares ("Shares") of beneficial
interest of the Funds as may be issued or sold from time to time. The
Custodian shall not be responsible for any property of the Funds held or
received by the Funds and not delivered to the Custodian.
Upon receipt of "Proper Instructions" (within the meaning of Section
2.18), the Custodian shall from time to time employ one or more
sub-custodians upon the terms specified in the Proper Instructions,
provided that the Custodian shall have no more or less responsibility or
liability to the Trust or any of the Funds on account of any actions or
omissions of any sub-custodian so employed than any such sub-custodian has
to the Custodian.
2. Duties of the Custodian With Respect to Property of the Funds Held
by the Custodian
2.1 Holding Securities. The Custodian shall hold and physically
segregate for the account of each Fund all non-cash property,
including all securities owned by each Fund, other than securities
which are maintained pursuant to Section 2.12 in a clearing agency
which acts as a securities depository or in a book-entry system
authorized by the U.S. Department of the Treasury, collectively
referred to herein as "Securities System", or securities which are
subject to a joint repurchase agreement with affiliated funds
pursuant to Section 2.14. The Custodian shall maintain records of
all receipts, deliveries and locations of such securities, together
with a current inventory thereof, and shall conduct periodic physical
inspections of certificates representing stocks, bonds and other
securities held by it under this Contract in such manner as the
Custodian shall determine from time to time to be advisable in order
to verify the accuracy of such inventory. With respect to securities
held by any agent appointed pursuant to Section 2.11 hereof, and with
respect to securities held by any sub-custodian appointed pursuant to
Section 1 hereof, the Custodian may rely upon certificates from such
agent as to the holdings of such agent and from such sub-custodian as
to the holdings of such sub-custodian, it being understood that such
reliance in no way relieves the Custodian of its responsibilities
under this Contract. The Custodian will promptly report to the Trust
the results of such inspections, indicating any shortages or
discrepancies uncovered thereby, and take appropriate action to
remedy any such shortages or discrepancies.
2.2 Delivery of Securities. The Custodian shall release and deliver
securities owned by a Fund held by the Custodian or in a Securities
System account of the Custodian only upon receipt of Proper
Instructions, which may be continuing instructions when deemed
appropriate by the parties, and only in the following cases:
(1) Upon sale of such securities for the account of a Fund and
receipt of payment therefor;
(2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the Trust;
(3) In the case of a sale effected through a Securities System, in
accordance with the provisions of Section 2.12 hereof;
(4) To the depository agent in connection with tender or other
similar offers for portfolio securities of a Fund, in accordance
with the provisions of Section 2.17 hereof;
(5) To the issuer thereof or its agent when such securities are
called, redeemed, retired or otherwise become payable; provided
that, in any such case, the cash or other consideration is to be
delivered to the Custodian;
(6) To the issuer thereof, or its agent, for transfer into the name
of a Fund or into the name of any nominee or nominees of the
Custodian or into the name or nominee name of any agent
appointed pursuant to Section 2.11 or into the name or nominee
name of any sub-custodian appointed pursuant to Section 1; or
for exchange for a different number of bonds, certificates or
other evidence representing the same aggregate face amount or
number of units; provided that, in any such case, the new
securities are to be delivered to the Custodian;
(7) Upon the sale of such securities for the account of a Fund, to
the broker or its clearing agent, against a receipt, for
examination in accordance with "street delivery custom";
provided that in any such case, the Custodian shall have no
responsibility or liability for any loss arising from the
delivery of such securities prior to receiving payment for such
securities except as may arise from the Custodian's own failure
to act in accordance with the standard of reasonable care or any
higher standard of care imposed upon the Custodian by any
applicable law or regulation if such above-stated standard of
reasonable care were not part of this Contract;
(8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment
of the securities of the issuer of such securities, or pursuant
to provisions for conversion contained in such securities, or
pursuant to any deposit agreement; provided that, in any such
case, the new securities and cash, if any, are to be delivered
to the Custodian;
(9) In the case of warrants, rights or similar securities, the
surrender thereof in the exercise of such warrants, rights or
similar securities or the surrender of interim receipts or
temporary securities for definitive securities; provided that,
in any such case, the new securities and cash, if any, are to be
delivered to the Custodian;
(10) For delivery in connection with any loans of portfolio
securities of a Fund, but only against receipt of adequate
collateral in the form of (a) cash, in an amount specified by
the Trust, (b) certificated securities of a description
specified by the Trust, registered in the name of the Fund or in
the name of a nominee of the Custodian referred to in Section
2.3 hereof or in proper form for transfer, or (c) securities of
a description specified by the Trust, transferred through a
Securities System in accordance with Section 2.12 hereof;
(11) For delivery as security in connection with any borrowings
requiring a pledge of assets by a Fund, but only against receipt
of amounts borrowed, except that in cases where additional
collateral is required to secure a borrowing already made,
further securities may be released for the purpose;
(12) For delivery in accordance with the provisions of any agreement
among the Trust, the Custodian and a broker-dealer registered
under the Securities Exchange Act of 1934, as amended, (the
"Exchange Act") and a member of The National Association of
Securities Dealers, Inc. ("NASD"), relating to compliance with
the rules of The Options Clearing Corporation and of any
registered national securities exchange, or of any similar
organization or organizations, regarding escrow or other
arrangements in connection with transactions for a Fund;
(13) For delivery in accordance with the provisions of any agreement
among the Trust, the Custodian, and a Futures Commission
Merchant registered under the Commodity Exchange Act, relating
to compliance with the rules of the Commodity Futures Trading
Commission and/or any Contract Market, or any similar
organization or organizations, regarding account deposits in
connection with transaction for a Fund;
(14) Upon receipt of instructions from the transfer agent ("Transfer
Agent") for a Fund, for delivery to such Transfer Agent or to
the holders of shares in connection with distributions in kind,
in satisfaction of requests by holders of Shares for repurchase
or redemption; and
(15) For any other proper corporate purpose, but only upon receipt
of, in addition to Proper Instructions, a certified copy of a
resolution of the Executive Committee of the Trust on behalf of
a Fund signed by an officer of the Trust and certified by its
Secretary or an Assistant Secretary, specifying the securities
to be delivered, setting forth the purpose for which such
delivery is to be made, declaring such purpose to be a proper
corporate purpose, and naming the person or persons to whom
delivery of such securities shall be made.
2.3 Registration of Securities. Securities held by the Custodian (other
than bearer securities) shall be registered in the name of a
particular Fund or in the name of any nominee of the Fund or of any
nominee of the Custodian which nominee shall be assigned exclusively
to the Fund, unless the Trust has authorized in writing the
appointment of a nominee to be used in common with other registered
investment companies affiliated with the Fund, or in the name or
nominee name of any agent appointed pursuant to Section 2.11 or in
the name or nominee name of any sub-custodian appointed pursuant to
Section 1. All securities accepted by the Custodian on behalf of a
Fund under the terms of this Contract shall be in "street name" or
other good delivery form.
2.4 Bank Accounts. The Custodian shall open and maintain a separate
bank account or accounts in the name of each Fund, subject only to
draft or order by the Custodian acting pursuant to the terms of this
Contract, and shall hold in such account or accounts, subject to the
provisions hereof, all cash received by it from or for the account of
each Fund, other than cash maintained in a joint repurchase account
with other affiliated funds pursuant to Section 2.14 of this Contract
or by a particular Fund in a bank account established and used in
accordance with Rule 17f-3 under the Investment Company Act of 1940,
as amended, (the "1940 Act"). Funds held by the Custodian for a Fund
may be deposited by it to its credit as Custodian in the Banking
Department of the Custodian or in such other banks or trust companies
as it may in its discretion deem necessary or desirable; provided,
however, that every such bank or trust company shall be qualified to
act as a custodian under the 1940 Act and that each such bank or
trust company and the funds to be deposited with each such bank or
trust company shall be approved by vote of a majority of the Board of
Trustees ("Board") of the Trust. Such funds shall be deposited by
the Custodian in its capacity as Custodian for the Fund and shall be
withdrawable by the Custodian only in that capacity. If requested by
the Trust, the Custodian shall furnish the Trust, not later than
twenty (20) days after the last business day of each month, an
internal reconciliation of the closing balance as of that day in all
accounts described in this section to the balance shown on the daily
cash report for that day rendered to the Trust.
2.5 Payments for Shares. The Custodian shall make such arrangements
with the Transfer Agent of each Fund, as will enable the Custodian to
receive the cash consideration due to each Fund and will deposit into
each Fund's account such payments as are received from the Transfer
Agent. The Custodian will provide timely notification to the Trust
and the Transfer Agent of any receipt by it of payments for Shares of
the respective Fund.
2.6 Availability of Federal Funds. Upon mutual agreement between the
Trust and the Custodian, the Custodian shall make federal funds
available to the Funds as of specified times agreed upon from time to
time by the Trust and the Custodian in the amount of checks, clearing
house funds, and other non-federal funds received in payment for
Shares of the Funds which are deposited into the Funds' accounts.
2.7 Collection of Income.
(1) The Custodian shall collect on a timely basis all income and
other payments with respect to registered securities held
hereunder to which each Fund shall be entitled either by law or
pursuant to custom in the securities business, and shall collect
on a timely basis all income and other payments with respect to
bearer securities if, on the date of payment by the issuer, such
securities are held by the Custodian or its agent thereof and
shall credit such income, as collected, to each Fund's custodian
account. Without limiting the generality of the foregoing, the
Custodian shall detach and present for payment all coupons and
other income items requiring presentation as and when they
become due and shall collect interest when due on securities
held hereunder. The collection of income due the Funds on
securities loaned pursuant to the provisions of Section 2.2 (10)
shall be the responsibility of the Trust. The Custodian will
have no duty or responsibility in connection therewith, other
than to provide the Trust with such information or data as may
be necessary to assist the Trust in arranging for the timely
delivery to the Custodian of the income to which each Fund is
properly entitled.
(2) The Custodian shall promptly notify the Trust whenever income
due on securities is not collected in due course and will
provide the Trust with monthly reports of the status of past due
income unless the parties otherwise agree.
2.8 Payment of Fund Moneys. Upon receipt of Proper Instructions, which
may be continuing instructions when deemed appropriate by the
parties, the Custodian shall pay out moneys of each Fund in the
following cases only:
(1) Upon the purchase of securities, futures contracts or options
on futures contracts for the account of a Fund but only (a)
against the delivery of such securities, or evidence of title to
futures contracts, to the Custodian (or any bank, banking firm
or trust company doing business in the United States or abroad
which is qualified under the Investment Company Act of 1940, as
amended, to act as a custodian and has been designated by the
Custodian as its agent for this purpose) registered in the name
of the Fund or in the name of a nominee of the Custodian
referred to in Section 2.3 hereof or in proper form for
transfer, (b) in the case of a purchase effected through a
Securities System, in accordance with the conditions set forth
in Section 2.12 hereof or (c) in the case of repurchase
agreements entered into between the Trust and any other party,
(i) against delivery of the securities either in certificate
form or through an entry crediting the Custodian's account at
the Federal Reserve Bank with such securities or (ii) against
delivery of the receipt evidencing purchase for the account of
the Fund of securities owned by the Custodian along with written
evidence of the agreement by the Custodian to repurchase such
securities from the Fund;
(2) In connection with conversion, exchange or surrender of
securities owned by a Fund as set forth in Section 2.2 hereof;
(3) For the redemption or repurchase of Shares of a Fund issued by
the Trust as set forth in Section 2.10 hereof;
(4) For the payment of any expense or liability incurred by a Fund,
including but not limited to the following payments for the
account of the Fund: interest; taxes; management, accounting,
transfer agent and legal fees; and operating expenses of the
Fund, whether or not such expenses are to be in whole or part
capitalized or treated as deferred expenses;
(5) For the payment of any dividends on Shares of a Fund declared
pursuant to the governing documents of the Trust;
(6) For payment of the amount of dividends received in respect of
securities sold short;
(7) For any other proper purpose, but only upon receipt of, in
addition to Proper Instructions, a certified copy of a
resolution of the Executive Committee of the Trust on behalf of
a Fund signed by an officer of the Trust and certified by its
Secretary or an Assistant Secretary, specifying the amount of
such payment, setting forth the purpose for which such payment
is to be made, declaring such purpose to be a proper purpose,
and naming the person or persons to whom such payment is to be
made.
2.9 Liability for Payment in Advance of Receipt of Securities Purchased.
In any and every case where payment for purchase of securities for
the account of a Fund is made by the Custodian in advance of receipt
of the securities purchased, in the absence of specific written
instructions from the Trust to so pay in advance, the Custodian shall
be absolutely liable to the Fund for such securities to the same
extent as if the securities had been received by the Custodian.
2.10 Payments for Repurchases or Redemptions of Shares of a Fund. From
such funds as may be available for the purpose of repurchasing or
redeeming Shares of a Fund, but subject to the limitations of the
Declaration of Trust and any applicable votes of the Board of the
Trust pursuant thereto, the Custodian shall, upon receipt of
instructions from the Transfer Agent, make funds available for
payment to holders of shares of such Fund who have delivered to the
Transfer Agent a request for redemption or repurchase of their shares
including without limitation through bank drafts, automated
clearinghouse facilities, or by other means. In connection with the
redemption or repurchase of Shares of the Funds, the Custodian is
authorized upon receipt of instructions from the Transfer Agent to
wire funds to or through a commercial bank designated by the
redeeming shareholders.
2.11 Appointment of Agents. The Custodian may at any time or times in
its discretion appoint (and may at any time remove) any other bank or
trust company which is itself qualified under the Investment Company
Act of 1940, as amended, and any applicable state law or regulation,
to act as a custodian, as its agent to carry out such of the
provisions of this Section 2 as the Custodian may from time to time
direct; provided, however, that the appointment of any agent shall
not relieve the Custodian of its responsibilities or liabilities
hereunder.
2.12 Deposit of Fund Assets in Securities System. The Custodian may
deposit and/or maintain securities owned by the Funds in a clearing
agency registered with the Securities and Exchange Commission ("SEC")
under Section 17A of the Exchange Act, which acts as a securities
depository, or in the book-entry system authorized by the U.S.
Department of the Treasury and certain federal agencies, collectively
referred to herein as "Securities System" in accordance with
applicable Federal Reserve Board and SEC rules and regulations, if
any, and subject to the following provisions:
(1) The Custodian may keep securities of each Fund in a Securities
System provided that such securities are represented in an
account ("Account") of the Custodian in the Securities System
which shall not include any assets of the Custodian other than
assets held as a fiduciary, custodian or otherwise for
customers;
(2) The records of the Custodian with respect to securities of the
Funds which are maintained in a Securities System shall identify
by book-entry those securities belonging to each Fund;
(3) The Custodian shall pay for securities purchased for the
account of each Fund upon (i) receipt of advice from the
Securities System that such securities have been transferred to
the Account, and (ii) the making of an entry on the records of
the Custodian to reflect such payment and transfer for the
account of the Fund. The Custodian shall transfer securities
sold for the account of a Fund upon (i) receipt of advice from
the Securities System that payment for such securities has been
transferred to the Account, and (ii) the making of an entry on
the records of the Custodian to reflect such transfer and
payment for the account of the Fund. Copies of all advices from
the Securities System of transfers of securities for the account
of a Fund shall identify the Fund, be maintained for the Fund by
the Custodian and be provided to the Trust at its request. Upon
request, the Custodian shall furnish the Trust confirmation of
each transfer to or from the account of a Fund in the form of a
written advice or notice and shall furnish to the Trust copies
of daily transaction sheets reflecting each day's transactions
in the Securities System for the account of a Fund.
(4) The Custodian shall provide the Trust with any report obtained
by the Custodian on the Securities System's accounting system,
internal accounting control and procedures for safeguarding
securities deposited in the Securities System;
(5) The Custodian shall have received the initial certificate,
required by Section 9 hereof;
(6) Anything to the contrary in this Contract notwithstanding, the
Custodian shall be liable to the Trust for any loss or damage to
a Fund resulting from use of the Securities System by reason of
any negligence, misfeasance or misconduct of the Custodian or
any of its agents or of any of its or their employees or from
failure of the Custodian or any such agent to enforce
effectively such rights as it may have against the Securities
System; at the election of the Trust, it shall be entitled to be
subrogated to the rights of the Custodian with respect to any
claim against the Securities System or any other person which
the Custodian may have as a consequence of any such loss or
damage if and to the extent that a Fund has not been made whole
for any such loss or damage.
(7) The authorization contained in this Section 2.12 shall not
relieve the Custodian from using reasonable care and diligence in
making use of any Securities System.
2.13 Segregated Account. The Custodian shall upon receipt of Proper
Instructions establish and maintain a segregated account or accounts
for and on behalf of each Fund, into which account or accounts may be
transferred cash and/or securities, including securities maintained
in an account by the Custodian pursuant to Section 2.12 hereof, (i)
in accordance with the provisions of any agreement among the Trust,
the Custodian and a broker-dealer registered under the Exchange Act
and a member of the NASD (or any futures commission merchant
registered under the Commodity Exchange Act), relating to compliance
with the rules of The Options Clearing Corporation and of any
registered national securities exchange (or the Commodity Futures
Trading Commission or any registered contract market), or of any
similar organization or organizations, regarding escrow or other
arrangements in connection with transactions for a Fund, (ii) for
purpose of segregating cash or government securities in connection
with options purchased, sold or written for a Fund or commodity
futures contracts or options thereon purchased or sold for a Fund,
(iii) for the purpose of compliance by the Trust or a Fund with the
procedures required by any release or releases of the SEC relating to
the maintenance of segregated accounts by registered investment
companies and (iv) for other proper corporate purposes, but only, in
the case of clause (iv), upon receipt of, in addition to Proper
Instructions, a certified copy of a resolution of the Board or of the
Executive Committee signed by an officer of the Trust and certified
by the Secretary or an Assistant Secretary, setting forth the purpose
or purposes of such segregated account and declaring such purposes to
be proper corporate purposes.
2.14 Joint Repurchase Agreements. Upon the receipt of Proper
Instructions, the Custodian shall deposit and/or maintain any assets
of a Fund and any affiliated funds which are subject to joint
repurchase transactions in an account established solely for such
transactions for the Fund and its affiliated funds. For purposes of
this Section 2.14, "affiliated funds" shall include all investment
companies and their portfolios for which subsidiaries or affiliates
of Federated Investors serve as investment advisers, distributors or
administrators in accordance with applicable exemptive orders from
the SEC. The requirements of segregation set forth in Section 2.1
shall be deemed to be waived with respect to such assets.
2.15 Ownership Certificates for Tax Purposes. The Custodian shall
execute ownership and other certificates and affidavits for all
federal and state tax purposes in connection with receipt of income
or other payments with respect to securities of a Fund held by it and
in connection with transfers of securities.
2.16 Proxies. The Custodian shall, with respect to the securities held
hereunder, cause to be promptly executed by the registered holder of
such securities, if the securities are registered otherwise than in
the name of a Fund or a nominee of a Fund, all proxies, without
indication of the manner in which such proxies are to be voted, and
shall promptly deliver to the Trust such proxies, all proxy
soliciting materials and all notices relating to such securities.
2.17 Communications Relating to Fund Portfolio Securities. The Custodian
shall transmit promptly to the Trust all written information
(including, without limitation, pendency of calls and maturities of
securities and expirations of rights in connection therewith and
notices of exercise of call and put options written by the Fund and
the maturity of futures contracts purchased or sold by the Fund)
received by the Custodian from issuers of the securities being held
for the Fund. With respect to tender or exchange offers, the
Custodian shall transmit promptly to the Trust all written
information received by the Custodian from issuers of the securities
whose tender or exchange is sought and from the party (or his agents)
making the tender or exchange offer. If the Trust desires to take
action with respect to any tender offer, exchange offer or any other
similar transaction, the Trust shall notify the Custodian in writing
at least three business days prior to the date on which the Custodian
is to take such action. However, the Custodian shall nevertheless
exercise its best efforts to take such action in the event that
notification is received three business days or less prior to the
date on which action is required.
2.18 Proper Instructions. Proper Instructions as used throughout this
Section 2 means a writing signed or initialed by one or more person
or persons as the Board shall have from time to time authorized.
Each such writing shall set forth the specific transaction or type of
transaction involved. Oral instructions will be considered Proper
Instructions if the Custodian reasonably believes them to have been
given by a person previously authorized in Proper Instructions to
give such instructions with respect to the transaction involved. The
Trust shall cause all oral instructions to be confirmed in writing.
Upon receipt of a certificate of the Secretary or an Assistant
Secretary as to the authorization by the Board of the Trust
accompanied by a detailed description of procedures approved by the
Board, Proper Instructions may include communications effected
directly between electro-mechanical or electronic devices provided
that the Board and the Custodian are satisfied that such procedures
afford adequate safeguards for a Fund's assets.
2.19 Actions Permitted Without Express Authority. The Custodian may in
its discretion, without express authority from the Trust:
(1) make payments to itself or others for minor expenses of
handling securities or other similar items relating to its
duties under this Contract, provided that all such payments
shall be accounted for to the Trust in such form that it may be
allocated to the affected Fund;
(2) surrender securities in temporary form for securities in
definitive form;
(3) endorse for collection, in the name of a Fund, checks, drafts
and other negotiable instruments; and
(4) in general, attend to all non-discretionary details in
connection with the sale, exchange, substitution, purchase,
transfer and other dealings with the securities and property of
each Fund except as otherwise directed by the Trust.
2.20 Evidence of Authority. The Custodian shall be protected in acting
upon any instructions, notice, request, consent, certificate or other
instrument or paper reasonably believed by it to be genuine and to
have been properly executed on behalf of a Fund. The Custodian may
receive and accept a certified copy of a vote of the Board of the
Trust as conclusive evidence (a) of the authority of any person to
act in accordance with such vote or (b) of any determination of or
any action by the Board pursuant to the Declaration of Trust as
described in such vote, and such vote may be considered as in full
force and effect until receipt by the Custodian of written notice to
the contrary.
3. Duties of Custodian With Respect to the Books of Account and
Calculation of Net Asset Value and Net Income.
The Custodian shall cooperate with and supply necessary information
to the entity or entities appointed by the Board of the Trust to keep the
books of account of each Fund and/or compute the net asset value per share
of the outstanding Shares of each Fund or, if directed in writing to do so
by the Trust, shall itself keep such books of account and/or compute such
net asset value per share. If so directed, the Custodian shall also
calculate daily the net income of a Fund as described in the Fund's
currently effective prospectus and shall advise the Trust and the Transfer
Agent daily of the total amounts of such net income and, if instructed in
writing by an officer of the Trust to do so, shall advise the Transfer
Agent periodically of the division of such net income among its various
components. The calculations of the net asset value per share and the
daily income of a Fund shall be made at the time or times described from
time to time in the Fund's currently effective prospectus.
4. Records.
The Custodian shall create and maintain all records relating to its
activities and obligations under this Contract in such manner as will meet
the obligations of the Trust and the Funds under the 1940 Act, with
particular attention to Section 31 thereof and Rules 31a-1 and 31a-2
thereunder, and specifically including identified cost records used for
tax purposes. All such records shall be the property of the Trust and
shall at all times during the regular business hours of the Custodian be
open for inspection by duly authorized officers, employees or agents of
the Trust and employees and agents of the SEC. In the event of
termination of this Contract, the Custodian will deliver all such records
to the Trust, to a successor Custodian, or to such other person as the
Trust may direct. The Custodian shall supply daily to the Trust a
tabulation of securities owned by a Fund and held by the Custodian and
shall, when requested to do so by the Trust and for such compensation as
shall be agreed upon between the Trust and the Custodian, include
certificate numbers in such tabulations.
5. Opinion of Funds' Independent Auditors.
The Custodian shall take all reasonable action, as the Trust may
from time to time request, to obtain from year to year favorable opinions
from each Fund's independent auditors with respect to its activities
hereunder in connection with the preparation of the Fund's registration
statement, periodic reports, or any other reports to the SEC and with
respect to any other requirements of such Commission.
6. Reports to Trust by Independent Auditors.
The Custodian shall provide the Trust, at such times as the Trust
may reasonably require, with reports by independent auditors for each Fund
on the accounting system, internal accounting control and procedures for
safeguarding securities, futures contracts and options on futures
contracts, including securities deposited and/or maintained in a
Securities System, relating to the services provided by the Custodian for
the Fund under this Contract; such reports shall be of sufficient scope
and in sufficient detail, as may reasonably be required by the Trust, to
provide reasonable assurance that any material inadequacies would be
disclosed by such examination and, if there are no such inadequacies, the
reports shall so state.
7. Compensation of Custodian.
The Custodian shall be entitled to reasonable compensation for its
services and expenses as Custodian, as agreed upon from time to time
between the Trust and the Custodian.
8. Responsibility of Custodian.
The Custodian shall be held to a standard of reasonable care in
carrying out the provisions of this Contract; provided, however, that the
Custodian shall be held to any higher standard of care which would be
imposed upon the Custodian by any applicable law or regulation if such
above stated standard of reasonable care was not part of this Contract.
The Custodian shall be entitled to rely on and may act upon advice of
counsel (who may be counsel for the Trust) on all matters, and shall be
without liability for any action reasonably taken or omitted pursuant to
such advice, provided that such action is not in violation of applicable
federal or state laws or regulations, and is in good faith and without
negligence. Subject to the limitations set forth in Section 15 hereof,
the Custodian shall be kept indemnified by the Trust but only from the
assets of the Fund involved in the issue at hand and be without liability
for any action taken or thing done by it in carrying out the terms and
provisions of this Contract in accordance with the above standards.
In order that the indemnification provisions contained in this
Section 8 shall apply, however, it is understood that if in any case the
Trust may be asked to indemnify or save the Custodian harmless, the Trust
shall be fully and promptly advised of all pertinent facts concerning the
situation in question, and it is further understood that the Custodian
will use all reasonable care to identify and notify the Trust promptly
concerning any situation which presents or appears likely to present the
probability of such a claim for indemnification. The Trust shall have the
option to defend the Custodian against any claim which may be the subject
of this indemnification, and in the event that the Trust so elects it will
so notify the Custodian and thereupon the Trust shall take over complete
defense of the claim, and the Custodian shall in such situation initiate
no further legal or other expenses for which it shall seek indemnification
under this Section. The Custodian shall in no case confess any claim or
make any compromise in any case in which the Trust will be asked to
indemnify the Custodian except with the Trust's prior written consent.
Notwithstanding the foregoing, the responsibility of the Custodian
with respect to redemptions effected by check shall be in accordance with
a separate Agreement entered into between the Custodian and the Trust.
If the Trust requires the Custodian to take any action with respect
to securities, which action involves the payment of money or which action
may, in the reasonable opinion of the Custodian, result in the Custodian
or its nominee assigned to a Fund being liable for the payment of money or
incurring liability of some other form, the Custodian may request the
Trust, as a prerequisite to requiring the Custodian to take such action,
to provide indemnity to the Custodian in an amount and form satisfactory
to the Custodian.
Subject to the limitations set forth in Section 15 hereof, the Trust
agrees to indemnify and hold harmless the Custodian and its nominee from
and against all taxes, charges, expenses, assessments, claims and
liabilities (including counsel fees) (referred to herein as authorized
charges) incurred or assessed against it or its nominee in connection with
the performance of this Contract, except such as may arise from it or its
nominee's own failure to act in accordance with the standard of reasonable
care or any higher standard of care which would be imposed upon the
Custodian by any applicable law or regulation if such above-stated
standard of reasonable care were not part of this Contract. To secure any
authorized charges and any advances of cash or securities made by the
Custodian to or for the benefit of a Fund for any purpose which results in
the Fund incurring an overdraft at the end of any business day or for
extraordinary or emergency purposes during any business day, the Trust
hereby grants to the Custodian a security interest in and pledges to the
Custodian securities held for the Fund by the Custodian, in an amount not
to exceed 10 percent of the Fund's gross assets, the specific securities
to be designated in writing from time to time by the Trust or the Fund's
investment adviser. Should the Trust fail to make such designation, or
should it instruct the Custodian to make advances exceeding the percentage
amount set forth above and should the Custodian do so, the Trust hereby
agrees that the Custodian shall have a security interest in all securities
or other property purchased for a Fund with the advances by the Custodian,
which securities or property shall be deemed to be pledged to the
Custodian, and the written instructions of the Trust instructing their
purchase shall be considered the requisite description and designation of
the property so pledged for purposes of the requirements of the Uniform
Commercial Code. Should the Trust fail to cause a Fund to repay promptly
any authorized charges or advances of cash or securities, subject to the
provision of the second paragraph of this Section 8 regarding
indemnification, the Custodian shall be entitled to use available cash and
to dispose of pledged securities and property as is necessary to repay any
such advances.
9. Effective Period, Termination and Amendment.
This Contract shall become effective as of its execution, shall
continue in full force and effect until terminated as hereinafter
provided, may be amended at any time by mutual agreement of the parties
hereto and may be terminated by either party by an instrument in writing
delivered or mailed, postage prepaid to the other party, such termination
to take effect not sooner than sixty (60) days after the date of such
delivery or mailing; provided, however that the Custodian shall not act
under Section 2.12 hereof in the absence of receipt of an initial
certificate of the Secretary or an Assistant Secretary that the Board of
the Trust has approved the initial use of a particular Securities System
as required in each case by Rule 17f-4 under the Investment Company Act of
1940, as amended; provided further, however, that the Trust shall not
amend or terminate this Contract in contravention of any applicable
federal or state regulations, or any provision of the Declaration of
Trust, and further provided, that the Trust may at any time by action of
its Board (i) substitute another bank or trust company for the Custodian
by giving notice as described above to the Custodian, or (ii) immediately
terminate this Contract in the event of the appointment of a conservator
or receiver for the Custodian by the Comptroller of the Currency or upon
the happening of a like event at the direction of an appropriate
regulatory agency or court of competent jurisdiction.
Upon termination of the Contract, the Trust shall pay to the
Custodian such compensation as may be due as of the date of such
termination and shall likewise reimburse the Custodian for its costs,
expenses and disbursements.
10. Successor Custodian.
If a successor custodian shall be appointed by the Board of the
Trust, the Custodian shall, upon termination, deliver to such successor
custodian at the office of the Custodian, duly endorsed and in the form
for transfer, all securities then held by it hereunder for each Fund and
shall transfer to separate accounts of the successor custodian all of each
Fund's securities held in a Securities System.
If no such successor custodian shall be appointed, the Custodian
shall, in like manner, upon receipt of a certified copy of a vote of the
Board of the Trust, deliver at the office of the Custodian and transfer
such securities, funds and other properties in accordance with such vote.
In the event that no written order designating a successor custodian
or certified copy of a vote of the Board shall have been delivered to the
Custodian on or before the date when such termination shall become
effective, then the Custodian shall have the right to deliver to a bank or
trust company, which is a "bank" as defined in the 1940 Act, doing
business in Boston, Massachusetts, of its own selection, having an
aggregate capital, surplus, and undivided profits, as shown by its last
published report, of not less than $100,000,000, all securities, funds and
other properties held by the Custodian and all instruments held by the
Custodian relative thereto and all other property held by it under this
Contract for each Fund and to transfer to separate accounts of such
successor custodian all of each Fund's securities held in any Securities
System. Thereafter, such bank or trust company shall be the successor of
the Custodian under this Contract.
In the event that securities, funds and other properties remain in
the possession of the Custodian after the date of termination hereof owing
to
failure of the Trust to procure the certified copy of the vote referred to
or of the Board to appoint a successor custodian, the Custodian shall be
entitled to fair compensation for its services during such period as the
Custodian retains possession of such securities, funds and other
properties and the provisions of this Contract relating to the duties and
obligations of the Custodian shall remain in full force and effect.
11. Interpretive and Additional Provisions.
In connection with the operation of this Contract, the Custodian and
the Trust may from time to time agree on such provisions interpretive of
or in addition to the provisions of this Contract as may in their joint
opinion be consistent with the general tenor of this Contract. Any such
interpretive or additional provisions shall be in a writing signed by both
parties and shall be annexed hereto, provided that no such interpretive or
additional provisions shall contravene any applicable federal or state
regulations or any provision of the Declaration of Trust. No interpretive
or additional provisions made as provided in the preceding sentence shall
be deemed to be an amendment of this Contract.
12. Massachusetts Law to Apply.
This Contract shall be construed and the provisions thereof
interpreted under and in accordance with laws of The Commonwealth of
Massachusetts.
13. Notices.
Except as otherwise specifically provided herein, Notices and other
writings delivered or mailed postage prepaid to the Trust at Federated
Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or to the Custodian
at: 225 Franklin Street, Boston, Massachusetts, 02110, or to such other
address as the Trust or the Custodian may hereafter specify, shall be
deemed to have been properly delivered or given hereunder to the
respective address.
14. Counterparts.
This Contract may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original.
15. Limitations of Liability.
The Custodian is expressly put on notice of the limitation of
liability as set forth in Article XI of the Declaration of Trust and
agrees that the obligations and liabilities assumed by the Trust and any
Fund pursuant to this Contract, including, without limitation, any
obligation or liability to indemnify the Custodian pursuant to Section 8
hereof, shall be limited in any case to the relevant Fund and its assets
and that the Custodian shall not seek satisfaction of any such obligation
from the shareholders of the relevant Fund, from any other Fund or its
shareholders or from the Trustees, Officers, employees or agents of the
Trust, or any of them. In addition, in connection with the discharge and
satisfaction of any claim made by the Custodian against the Trust, for
whatever reasons, involving more than one Fund, the Trust shall have the
exclusive right to determine the appropriate allocations of liability for
any such claim between or among the Funds.
IN WITNESS WHEREOF, each of the parties has caused this instrument
to be executed in its name and behalf by its duly authorized
representative and its seal to be hereunder affixed as of the 1st day of
October, 1992.
ATTEST: PORTAGE FUNDS
/s/ S. Elliott Cohan By /s/ John W. McGonigle
Assistant Secretary Vice President
ATTEST STATE STREET BANK AND TRUST
COMPANY
/s/ Claire E. Rodowicz By /s/ Ronald E. Logue
Assistant Secretary Senior Vice President
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 1st day of December, 1992, by and between
PORTAGE FUNDS, a Massachusetts business trust, having its principal
office and place of business at Federated Investors Tower, Pittsburgh, PA
15222-3779 (the "Trust"), on behalf of the portfolios (individually
referred to herein as a "Fund" and collectively as "Funds") of the Trust,
and FEDERATED SERVICES COMPANY, a Delaware business trust having its
principal office and place of business at Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779 (the "Company").
WHEREAS, the Trust is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended
(the "1940 Act"), with authorized and issued shares of beneficial
interest ("Shares"); and
WHEREAS, the Trust desires to appoint the Company as its transfer
agent, dividend disbursing agent, and agent in connection with certain
other activities, and the Company desires to accept such appointment; and
WHEREAS, from time to time the Trust may desire and may instruct the
Company to subcontract for the performance of its duties and
responsibilities hereunder with another agent (the "Agent");
NOW THEREFORE, in consideration of the promises and mutual covenants
herein contained, the parties hereto agree as follows:
SECTION ONE: Fund Accounting.
Article 1. Reserved.
Article 2. Reserved.
Article 3. Reserved.
SECTION TWO: Shareholder Recordkeeping.
Article 4. Terms of Appointment.
Subject to the terms and conditions set forth in this Agreement, the
Trust hereby employs and appoints the Company to act as, and the Company
agrees to act as, transfer agent for each Fund's Shares, dividend
disbursing agent, and agent in connection with any accumulation,
open-account or similar plans provided to the shareholders of any Fund
("Shareholders"), including without limitation any periodic investment
plan or periodic withdrawal program.
Proper Instructions as used throughout Section Two of this Agreement
means a writing signed or initialed by one or more person or persons as
the Board shall have from time to time authorized. Each such writing
shall set forth the specific transaction or type of transaction involved.
Oral instructions will be considered Proper Instructions if the Company
reasonably believes them to have been given by a person previously
authorized in Proper Instructions to give such instructions with respect
to the transaction involved. The Trust and the Company shall cause all
oral instructions to be confirmed in writing. Proper Instructions may
include communications effected directly between electro-mechanical or
electronic devices provided that the Trust and the Company are satisfied
that such procedures afford adequate safeguards for a Fund's assets.
Proper Instructions may only be amended in writing.
Article 5. Duties of the Company.
The Company agrees that it will perform the following services in
accordance with Proper Instructions as may be provided from time to time
by the Trust as to any Fund:
A. Purchases
(1) The Company shall receive orders and payment for the
purchase of shares and promptly deliver payment and
appropriate documentation therefore to the custodian of the
relevant Fund, (the "Custodian"). The Company shall notify
the Trust and the Custodian on a daily basis of the total
amount of orders and payments so delivered.
(2) Pursuant to purchase orders and in accordance with the
Fund's current Prospectus, the Company shall compute and
issue the appropriate number of shares and hold such shares
in the appropriate Shareholder accounts.
(3) If a Shareholder or its agent requests a certificate, the
Company, as Transfer Agent, shall countersign and mail by
first class mail, a certificate to the Shareholder at his
address as set forth on the transfer books of the Fund,
subject to any Proper Instructions regarding the delivery of
certificates.
(4) In the event that any check or other order for the purchase
of Shares of the Fund is returned unpaid for any reason, the
Company shall debit the Share account of the Shareholder by
the number of Shares that had been credited to his account
upon receipt of the check or other order, promptly mail a
debit advice to the Shareholder, and notify the Trust of its
action. In the event that the amount paid for such Shares
exceeds proceeds of the redemption of such Shares plus the
amount of any dividends paid with respect to such Shares,
the Company will receive reimbursement of such excess from
the Fund or its distributor.
B. Distribution
(1) Upon notification by the Trust of the declaration of any
distribution to shareholders, the Company shall act as
Dividend Disbursing Agent for the Fund in accordance with
the provisions of its governing document and the then
current Prospectus of the Fund and as such shall prepare and
mail or credit income, capital gain, or any other payments
to Shareholders. As the Dividend Disbursing Agent, the
Company shall, on or before the payment date of any such
distribution, notify the Custodian of the estimated amount
required to pay any portion of said distribution which is
payable in cash and request the Custodian to make available
sufficient funds for the cash amount to be paid out. The
Company shall reconcile the amounts so requested and the
amounts actually received with the Custodian on a daily
basis. If a Shareholder is entitled to receive additional
Shares by virtue of any such distribution or dividend,
appropriate credits shall be made to the Shareholder's
account and certificates delivered where requested; and
(2) The Company shall maintain records of account for each Fund
and advise the Trust and its Shareholders as to the
foregoing.
C. Redemptions and Transfers
(1) The Company shall receive redemption requests and
redemption directions and, if such redemption requests
comply with the procedures as may be described in the Fund
Prospectus or set forth in Proper Instructions, deliver the
appropriate instructions therefore to the Custodian. The
Company shall notify the Trust on a daily basis of the total
amount of redemption requests processed and monies paid to
the Company by the Custodian for redemptions.
(2) At the appropriate time as and when it receives monies paid
to it by the Custodian with respect to any redemption, the
Company shall pay over or cause to be paid over in the
appropriate manner such monies as instructed by the
redeeming Shareholders, pursuant to procedures described in
the then current Prospectus of the Fund.
(3) If any such certificate or request for redemption does not
comply with the procedures for redemption approved by the
Trust, the Company shall promptly notify the Shareholder of
such fact, together with the reason therefor, and shall
effect such redemption at the price applicable to the date
and time of receipt of documents complying with said
procedures.
(4) The Company shall effect transfers of Shares by the
registered owners thereof.
(5) The Company shall identify and process abandoned accounts
and uncashed checks for state escheat requirements on an
annual basis and report such actions to the Trust.
D. Recordkeeping
(1) The Company shall record the issuance of shares of the Fund
and maintain pursuant to applicable rules of the Securities
and Exchange Commission ("SEC") a record of the total number
of shares of the Fund which are authorized, based upon data
provided to it by the Trust, and issued and outstanding.
The Company shall also provide the Trust on a regular basis
or upon reasonable request with the total number of Shares
which are authorized and issued and outstanding, but shall
have no obligation when recording the issuance of Shares,
except as otherwise set forth herein, to monitor the
issuance of such shares or to take cognizance of any laws
relating to the issue or sale of such Shares, which
functions shall be the sole responsibility of the Trust.
(2) The Company shall establish and maintain records pursuant
to applicable rules of the SEC relating to the services to
be performed hereunder in the form and manner as agreed to
by the Trust to include a record for each Shareholder's
account of the following:
(a) Name, address and tax identifying number (and whether
such number has been certified);
(b) Number of Shares held;
(c) Historical information regarding the account,
including dividends paid and date and price for all
transactions;
(d) Any stop or restraining order placed against the
account;
(e) Information with respect to withholdings in the case
of a foreign account or an account for which
withholding is required by the Internal Revenue Code;
(f) Any dividend reinvestment order, plan application,
dividend address and correspondence relating to the
current maintenance of the account;
(g) Certificate numbers and denominations for any
Shareholder holding certificates;
(h) Any information required in order for the Company to
perform the calculations contemplated or required by
this Agreement.
(3) The Company shall preserve any such records required to be
maintained pursuant to the rules of the SEC for the periods
prescribed in said rules as specifically noted below. Such
record retention shall be at the expense of the Fund, and
such records may be inspected by the Trust at reasonable
times. The Company may, at its option at any time, and
shall forthwith upon the Trust's demand, turn over to the
Trust and cease to retain in the Company's files, records
and documents created and maintained by the Company pursuant
to this Agreement, which are no longer needed by the Company
in performance of its services or for its protection. If
not so turned over to the Trust, such records and documents
will be retained by the Company for six years from the year
of creation, during the first two of which such documents
will be in readily accessible form. At the end of the six
year period, such records and documents will either be
turned over to the Trust or destroyed in accordance with
Proper Instructions.
E. Confirmations/Reports
(1) The Company shall furnish to the Trust periodically the
following information:
(a) A copy of the transaction register;
(b) Dividend and reinvestment blotters;
(c) The total number of Shares issued and outstanding in
each state for "blue sky" purposes as determined
according to Proper Instructions delivered from time to
time by the Trust to the Company;
(d) Shareholder lists and statistical information;
(e) Payments to third parties relating to distribution
agreements, allocations of sales loads, redemption
fees, or other transaction- or sales-related payments;
(f) Such other information as may be agreed upon from time
to time.
(2) The Company shall prepare in the appropriate form, file
with the Internal Revenue Service and appropriate state
agencies, and, if required, mail to Shareholders, such
notices for reporting dividends and distributions paid as
are required to be so filed and mailed and shall withhold
such sums as are required to be withheld under applicable
federal and state income tax laws, rules and regulations.
(3) In addition to and not in lieu of the services set forth
above, the Company shall:
(a) Perform all of the customary services of a transfer
agent, dividend disbursing agent and, as relevant,
agent in connection with accumulation, open-account or
similar plans (including without limitation any
periodic investment plan or periodic withdrawal
program), including but not limited to: maintaining
all Shareholder accounts, mailing Shareholder reports
and Prospectuses to current Shareholders, withholding
taxes on accounts subject to back-up or other
withholding (including non-resident alien accounts),
preparing and filing reports on U.S. Treasury
Department Form 1099 and other appropriate forms
required with respect to dividends and distributions by
federal authorities for all Shareholders, preparing and
mailing confirmation forms and statements of account to
Shareholders for all purchases and redemptions of
Shares and other confirmable transactions in
Shareholder accounts, preparing and mailing activity
statements for Shareholders, and providing Shareholder
account information; and
(b) provide a system which will enable the Trust to
monitor the total number of Shares of each Fund sold in
each state ("blue sky reporting"). The Trust shall by
Proper Instructions (i) identify to the Company those
transactions and assets to be treated as exempt from
the blue sky reporting for each state and (ii) verify
the classification of transactions for each state on
the system prior to activation and thereafter monitor
the daily activity for each state. The responsibility
of the Company for each Fund's state blue sky
registration status is limited solely to the recording
of the initial classification of transactions or
accounts with regard to blue sky compliance and the
reporting of such transactions and accounts to the
Trust as provided above.
F. Other Duties
(1) The Company shall answer correspondence from Shareholders
relating to their Share accounts and such other
correspondence as may from time to time be addressed to the
Company;
(2) The Company shall prepare Shareholder meeting lists, mail
proxy cards and other material supplied to it by the Trust
in connection with Shareholder Meetings of each Fund;
receive, examine and tabulate returned proxies; and certify
the vote of the Shareholders;
(3) The Company shall establish and maintain facilities and
procedures for safekeeping of stock certificates, check
forms and facsimile signature imprinting devices, if any;
and for the preparation or use, and for keeping account of,
such certificates, forms and devices.
Article 6. Duties of the Trust.
A. Compliance
The Trust assumes full responsibility for the preparation,
contents and distribution of each Prospectus of the Fund and for
complying with all applicable requirements of the Securities Act
of 1933, as amended, the 1940 Act and any laws, rules and
regulations of government authorities having jurisdiction.
B. Share Certificates
The Trust shall supply the Company with a sufficient supply of
blank Share certificates and from time to time shall renew such
supply upon request of the Company. Such blank Share
certificates shall be properly signed, manually or by facsimile,
if authorized by the Trust and shall bear the seal of the Trust
or facsimile thereof; and notwithstanding the death, resignation
or removal of any officer of the Trust authorized to sign
certificates, the Company may continue to countersign
certificates which bear the manual or facsimile signature of such
officer until otherwise directed by the Trust.
C. Distributions
The Trust shall promptly inform the Company of the declaration
of any dividend or distribution on account of any Fund's shares.
Article 7. Fees and Expenses.
A. Annual Fee
For performance by the Company pursuant to Section Two of this
Agreement, the Trust agrees to pay the Company an annual
maintenance fee for each Shareholder account as set out in the
fee schedule, attached hereto. Such fees may be changed from
time to time subject to mutual written agreement between the
Trust and the Company.
B. Reimbursements
In addition to the fee paid under Article 7A above, the Trust
agrees to reimburse the Company for out-of-pocket expenses or
advances incurred by the Company for the items set out in
attached hereto. In addition, any other expenses incurred by the
Company at the request or with the consent of the Trust, will be
reimbursed by the appropriate Fund.
C. Payment
The Company shall issue billing notices with respect to fees and
reimbursable expenses on a timely basis, generally within 15 days
following the end of the month in which the fees and expenses
have been incurred. The Trust agrees to pay all fees and
reimbursable expenses within 30 days following the receipt of the
respective billing notices.
Article 8. Assignment of Shareholder Recordkeeping.
Except as provided below, neither this Agreement nor any rights
or obligations hereunder may be assigned by either party without
the written consent of the other party.
(1) This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors
and assigns.
(2) The Company may without further consent on the part of the
Trust subcontract for the performance hereof with (A) Boston
Financial Data Services, Inc., a Massachusetts Trust
("BFDS"), which is duly registered as a transfer agent
pursuant to Section 17A(c)(1) of the Securities Exchange Act
of 1934, as amended, or any succeeding statute ("Section
17A(c)(1)"), or (B) a BFDS subsidiary duly registered as a
transfer agent pursuant to Section 17A(c)(1), or (C) a BFDS
affiliate; provided, however, that the Company shall be as
fully responsible to the Trust for the acts and omissions of
any subcontractor as it is for its own acts and omissions.
(3) The Company shall upon instruction from the Trust
subcontract for the performance hereof with an Agent, other
than BFDS as described in (2) above, which is duly
registered as a transfer agent pursuant to Section 17A(c)(1)
or any succeeding statutes; provided, however, that the
Company shall in no way be responsible to the Trust for the
acts and omissions of the Agent.
SECTION THREE: General Provisions.
Article 9. Documents.
A. In connection with the appointment of the Company under this
Agreement, the Trust shall file with the Company the following documents:
(1) A copy of the Declaration of Trust and By-Laws of the Trust
and all amendments thereto;
(2) A copy of the resolution of the Board of the Trust
authorizing this Agreement;
(3) Specimens of all forms of outstanding Share certificates of
the Funds in the forms approved by the Board of the Trust
with a certificate of the Secretary of the Trust as to such
approval;
(4) All account application forms and other documents relating
to Shareholders accounts; and
(5) A copy of the current Prospectus for each fund.
B. The Trust will also furnish from time to time the following
documents:
(1) Each resolution of the Board of the Trust authorizing the
original issuance of each Fund's Shares;
(2) Each Registration Statement filed with the SEC and
amendments thereof and orders relating thereto in effect
with respect to the sale of Shares of any Fund;
(3) A certified copy of each amendment to the governing
document and the By-Laws of the Trust;
(4) Certified copies of each vote of the Board authorizing
officers to give Proper Instructions to the Transfer Agent;
(5) Specimens of all new Share certificates representing Shares
of any Fund, accompanied by Board resolutions approving such
forms;
(6) Such other certificates, documents or opinions which the
Company may, in its discretion, deem necessary or
appropriate in the proper performance of its duties; and
(7) Revisions to the Prospectus of any Fund.
Article 10. Representations and Warranties.
A. Representations and Warranties of the Company
The Company represents and warrants to the Trust that:
(1) It is a business trust duly organized and existing and in
good standing under the laws of the State of Delaware.
(2) It is duly qualified to carry on its business in the State
of Delaware.
(3) It is empowered under applicable laws and by its charter
and by-laws to enter into and perform this Agreement.
(4) All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
(5) It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties
and obligations under this Agreement.
(6) It is in compliance with federal securities law
requirements and in good standing as a transfer agent.
B. Representations and Warranties of the Trust
The Trust represents and warrants to the Company that:
(1) It is a business trust duly organized and existing and in
good standing under the laws of the Commonwealth of
Massachusetts.
(2) It is empowered under applicable laws and by its
Declaration of Trust and By-Laws to enter into and perform
this Agreement.
(3) All corporate proceedings required by said Declaration of
Trust and By-Laws have been taken to authorize it to enter
into and perform this Agreement.
(4) The Trust is an open-end investment company registered
under the 1940 Act.
(5) A registration statement under the Securities Act of 1933
will be effective, and appropriate state securities law
filings have been made and will continue to be made, with
respect to all Shares of each Fund being offered for sale.
Article 11. Standard of Care/Indemnification.
A. Standard of Care
The Company shall be held to a standard of reasonable care in
carrying out the provisions of this Agreement; provided, however
that the Company shall be held to any higher standard of care
which would be imposed upon the Company by any applicable law or
regulation even though such stated standard of care was not part
of this Agreement.
B. Indemnification by Trust
The Company shall not be responsible for and the Trust shall
indemnify and hold the Company harmless against any and all
losses, damages, costs, charges, counsel fees, payments, expenses
and liabilities arising out of or attributable to:
(1) The Trust's refusal or failure to comply with the terms of
this Agreement, or which arise out of the Trust's lack of
good faith, negligence or willful misconduct or which arise
out of the breach of any representation or warranty of the
Trust hereunder.
(2) The reliance on or use by the Company or its agents or
subcontractors of information, records and documents in
proper form which
(a) are received by the Company or its agents or
subcontractors and furnished to it by or on behalf of
the Trust, its shareholders or investors regarding the
purchase, redemption or transfer of shares and
shareholder account information, or
(b) have been prepared and/or maintained by the Trust or
its affiliates or any other person or firm on behalf of
the Trust.
(3) The reliance on, or the carrying out by the Company or its
agents or subcontractors of Proper Instructions of the
Trust.
(4) The offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations or the
securities laws or regulations of any state that such Shares
be registered in such state or in violation of any stop
order or other determination or ruling by any federal agency
or any state with respect to the offer or sale of such
Shares in such state.
Provided, however, that the Company shall not be protected by
this Article 11.B. from liability for any act or omission
resulting from the Company's lack of good faith, negligence,
willful misconduct, or failure to meet the standard of care set
forth in Article 11.A., above.
C. Indemnification by the Company
The Company shall indemnify and hold each Fund harmless from and
against any and all losses, damages, costs, charges, counsel
fees, payments, expenses and liabilities arising out of or
attributable to any action or failure or omission to act by the
Company as a result of the Company's lack of good faith,
negligence, willful misconduct, or failure to meet the standard
of care set forth in Article 11.A above.
D. Reliance
At any time the Company may apply to any officer of the Trust
for instructions, and may consult with legal counsel with respect
to any matter arising in connection with the services to be
performed by the Company under this Agreement, and the Company
and its agents or subcontractors shall not be liable and shall be
indemnified by the appropriate Fund for any action reasonably
taken or omitted by it in reliance upon such instructions or upon
the opinion of such counsel provided such action is not in
violation of applicable Federal or state laws or regulations.
The Company, its agents and subcontractors shall be protected and
indemnified in recognizing stock certificates which are
reasonably believed to bear the proper manual or facsimile
signatures of the officers of the Trust, and the proper
countersignature of any former transfer agent or registrar, or of
a co-transfer agent or co-registrar.
E. Notification
In order that the indemnification provisions contained in this
Article 11 shall apply, upon the assertion of a claim for which
either party may be required to indemnify the other, the party
seeking indemnification shall promptly notify the other party of
such assertion, and shall keep the other party advised with
respect to all developments concerning such claim. The party who
may be required to indemnify shall have the option to participate
with the party seeking indemnification in the defense of such
claim. The party seeking indemnification shall in no case
confess any claim or make any compromise in any case in which the
other party may be required to indemnify it except with the other
party's prior written consent.
Article 12. Termination of Agreement.
This Agreement may be terminated by either party upon one hundred
twenty (120) days written notice to the other. Should the Trust exercise
its rights to terminate, all out-of-pocket expenses associated with the
movement of records and materials will be borne by the appropriate Fund.
Additionally, the Company reserves the right to charge for any other
reasonable expenses associated with such termination.
Article 13. Amendment.
This Agreement may be amended or modified by a written agreement
executed by both parties.
Article 14. Interpretive and Additional Provisions.
In connection with the operation of this Agreement, the Company and
the Trust may from time to time agree on such provisions interpretive of
or in addition to the provisions of this Agreement as may in their joint
opinion be consistent with the general tenor of this Agreement. Any such
interpretive or additional provisions shall be in a writing signed by
both parties and shall be annexed hereto, provided that no such
interpretive or additional provisions shall contravene any applicable
Federal or state regulations or any provision of the Declaration of
Trust. No interpretive or additional provisions made as provided in the
preceding sentence shall be deemed to be an amendment of this Agreement.
Article 15. Governing Law. Massachusetts Law to Apply
This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.
Article 16. Notices.
Except as otherwise specifically provided herein, Notices and other
writings delivered or mailed postage prepaid to the Trust at Federated
Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or to the Company
at Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or to
such other address as the Trust or the Company may hereafter specify,
shall be deemed to have been properly delivered or given hereunder to the
respective address.
Article 17. Counterparts.
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original.
Article 18. Limitations of Liability of Trustees and Shareholders of
the Trust.
The execution and delivery of this Agreement have been authorized by
the Trustees of the Trust and signed by an authorized officer of the
Trust, 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 the Trust, but bind only the
appropriate trust property of a Fund or Class as provided in the
Declaration of Trust.
Article 19. Limitations of Liability of Trustees and Shareholders of
the Company.
The execution and delivery of this Agreement have been authorized by
the Trustees of the Company and signed by an authorized officer of the
Company, 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 the Company, but bind only
the trust property of the Trust as provided in the Declaration of Trust.
Article 20. Assignment.
This Agreement and the rights and duties hereunder shall not be
assignable with respect to a Fund by either of the parties hereto except
by the specific written consent of the other party.
Article 21. Merger of Agreement.
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.
Article 22. Successor Agent.
If a successor agent for the Trust shall be appointed by the Trust,
the Company shall upon termination of this Agreement deliver to such
successor agent at the office of the Company all properties of the Trust
held by it hereunder. If no such successor agent shall be appointed, the
Company shall at its office upon receipt of Proper Instructions deliver
such properties in accordance with such instructions.
In the event that no written order designating a successor agent or
Proper Instructions shall have been delivered to the Company on or before
the date when such termination shall become effective, then the Company
shall have the right to deliver to a bank or trust company, which is a
"bank" as defined in the Investment Company Act of 1940, as amended, of
its own selection, having an aggregate capital, surplus, and undivided
profits, as shown by its last published report, of not less than
$2,000,000, all properties held by the Company under this Agreement.
Thereafter, such bank or trust company shall be the successor of the
Company under this Agreement.
Article 23. Force Majeure.
The Company shall have no liability for cessation of services
hereunder or any damages resulting therefrom to the Trust as a result of
work stoppage, power or other mechanical failure, natural disaster,
governmental action, communication disruption or other impossibility of
performance.
Article 24. Assignment; Successors.
This Agreement shall not be assigned by either party without the
prior written consent of the other party, except that either party may
assign to a successor all of or a substantial portion of its business, or
to a party controlling, controlled by, or under common control with such
party.
Article 25. Severability.
In the event any provision of this Agreement is held illegal, void
or unenforceable, the balance shall remain in effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in their names and on their behalf under their seals by and
through their duly authorized officers, as of the day and year first
above written.
ATTEST: PORTAGE FUNDS
/s/ S. Elliott Cohan By:/s/ John W. McGonigle
Assistant Secretary Vice President
ATTEST: FEDERATED SERVICES COMPANY
/s/ Joseph M. Huber By:/s/ Ronald L. Cavanagh
Assistant Secretary Vice President
<TABLE>
Fee Schedule
TRANSFER AGENCY AND SERVICE AGREEMENTS
between
FEDERATED SERVICES COMPANY
and
PORTAGE FUNDS
THE PASSAGEWAY FUNDS
Fee Schedule
<CAPTION>
<S> <C> <C>
DAILY DIVIDEND ACCRUAL FUND DECLARED DIVIDEND FUND
Annual Fee Per Shareholder Fee Per Shareholder
Account Account
BASE TRANSFER AGENCY SERVICES
- - System Access, Funds $14.50 per Account plus $7.50 per Account plus
Control & Reconcilement, Out-of-Pocket Expenses Out-of-Pocket Expenses
Statement Processing
ADDITIONAL SERVICE -
ACCOUNT ACTIVITY PROCESSING
- - Account Establishment, Forms $3.50 per Account plus $3.50 per Account plus
Processing, Trade Processing, Out-of-Pocket Expenses Out-of-Pocket Expenses
Maintenance
ADDITIONAL SERVICE -
SHAREHOLDER SERVICING
- - Customer Service Telephones, $4.50 per Account plus $4.50 per Account plus
Correspondence Out-of-Pocket Expenses Out-of-Pocket Expenses
The account fee is an annualized amount, prorated on a monthly basis for billing
purposes.
Minimum Transfer Agent Fee - $750/month per Fund, Class or other sub-division, no
introductory waiver period.
Closed Account Fee - $.10 a month per closed account.
Out-of-Pocket Expenses Schedule
- Postage (including overnight courier service)
- Statement Stock
- Envelopes
- Telephones
- Telecommunication Charges (including FAX)
- Travel
- Duplicating
- Forms
- Supplies
- Microfiche
- Computer Access Charges
- Client Specific System Enhancements
- Access to the Shareholder Recordkeeping System
</TABLE>
<TABLE>
AMENDMENT NUMBER 1
Dated January 1, 1993
to
Fee Schedule
TRANSFER AGENCY AND SERVICE AGREEMENTS
between
FEDERATED SERVICES COMPANY
and
PORTAGE FUNDS
THE PASSAGEWAY FUNDS
Fee Schedule
<CAPITON>
<S> <C> <C>
DAILY DIVIDEND ACCRUAL FUND DECLARED DIVIDEND FUND
Annual Fee Per Shareholder Fee Per Shareholder
Account Account
BASE TRANSFER AGENCY SERVICES
- - System Access, Funds $14.50 per Account plus $7.50 per Account plus
Control & Reconcilement, Out-of-Pocket Expenses Out-of-Pocket Expenses
Statement Processing
ADDITIONAL SERVICE -
ACCOUNT ACTIVITY PROCESSING
- - Account Establishment, Forms $3.50 per Account plus $3.50 per Account plus
Processing, Trade Processing, Out-of-Pocket Expenses Out-of-Pocket Expenses
Maintenance
ADDITIONAL SERVICE -
SHAREHOLDER SERVICING
- - Customer Service Telephones, $4.50 per Account plus $4.50 per Account plus
Correspondence Out-of-Pocket Expenses Out-of-Pocket Expenses
The account fee is an annualized amount, prorated on a monthly basis for billing
purposes.
Minimum Transfer Agent Fee - $1,000/month per Fund, Class or other sub-division, no
introductory waiver period.
Closed Account Fee - $.10 a month per closed account.
</TABLE>
Out-of-Pocket Expenses Schedule
- Postage (including overnight courier service)
- Statement Stock
- Envelopes
- Telephones
- Telecommunication Charges (including FAX)
- Travel
- Duplicating
- Forms
- Supplies
- Microfiche
- Computer Access Charges
- Client Specific System Enhancements
- Access to the Shareholder Recordkeeping System
ATTEST: PORTAGE FUNDS
THE PASSAGEWAY FUNDS
/s/ S. Elliott Cohan By:/s/ J. Christopher Donahue
Assistant Secretary Vice President
ATTEST: FEDERATED SERVICES COMPANY
/s/ Joseph M. Huber By:/s/ Ronald L. Cavanagh
Assistant Secretary Vice President
HOUSTON, HOUSTON & DONNELLY
ATTORNEYS AT LAW
2510 CENTRE CITY TOWER
WILLIAM McC. HOUSTON PITTSBURGH, PA. 15222
FRED CHALMERS HOUSTON, JR. __________
THOMAS J. DONNELLY
JOHN F. MECK (412) 471-5828 FRED CHALMERS HOUSTON
FAX (412) 471-0736 (1914 - 1971)
MARIO SANTILLI, JR.
THEODORE M. HAMMER
January 24, 1994
Portage Funds
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
As counsel to Portage Funds ("Trust") we have reviewed Post-effective
Amendment No. 6 to the Trust's Registration Statement to be filed with the
Securities and Exchange Commission under the Securities Act of 1933 (File
No. 33-37993). The subject Post-effective Amendment will be filed pursuant to
Paragraph (b) of Rule 485 and become effective pursuant to said Rule
immediately upon filing.
Our review also included an examination of other relevant portions of
the amended 1933 Act Registration Statement of the Trust and such other
documents and records deemed appropriate. On the basis of this review we are
of the opinion that Post-effective Amendment No. 6 does not contain
disclosures which would render it ineligible to become effective pursuant to
Paragraph (b) of Rule 485.
We hereby consent to the filing of this representation letter as a part
of the Trust's Registration Statement filed with the Securities and Exchange
Commission under the Securities Act of 1933 and as part of any application or
registration statement filed under the Securities Laws of the States of the
United States.
Very truly yours,
Houston, Houston & Donnelly
By: /s/Thomas J. Donnelly
TJD:smg
