1933 Act File No. 2-54929
1940 Act File No. 811-2602
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. 52 X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 24 X
TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES
(Exact Name of Registrant as Specified in Charter)
Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)
(412) 288-1900
(Registrant's Telephone Number)
John W. McGonigle, Esquire,
Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b)
X on January 31, 1995 pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a) (i)
on pursuant to paragraph (a) (i)
___ 75 days after filing pursuant to paragraph (a) (ii)
___ on _______________ pursuant to paragraph (a) (ii) of Rule 485.
If appropriate, check the following box:
___ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Registrant has filed with the Securities and Exchange Commission a
declaration pursuant to Rule 24f-2 under the Investment Company Act of
1940, and:
X filed the Notice required by that Rule on January 17, 1995; 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.
CROSS REFERENCE SHEET
This Amendment to the Registration Statement of TRUST FOR SHORT-TERM
U.S. GOVERNMENT SECURITIES 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 Trust Expenses.
Item 3. Condensed Financial
Information Financial Highlights; Performance
Information; Financial Statements.
Item 4. General Description of
Registrant General Information; Investment
Information; Investment Objective;
Investment Policies; Investment
Limitations; Regulatory Compliance
.
Item 5. Management of the Fund Trust Information; Management of the
Trust; Distribution of Shares;
Administration of the Trust.
Item 6. Capital Stock and Other
Securities Dividends; Capital Gains; Shareholder
Information; Voting Rights;
Massachusetts Partnership Law; Tax
Information; Federal Income Tax.
Item 7. Purchase of Securities Being
Offered Investing in the Trust; Share
Purchases; Minimum Investment
Required; Subaccounting Services;
Certificates and Confirmations; Net
Asset Value.
Item 8. Redemption or Repurchase Redeeming Shares; By Mail; Telephone
Redemption; 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 Not applicable.
Item 13. Investment Objectives and
Policies Investment Policies; Acceptable
Investments; Investment Limitations.
Item 14. Management of the Fund Trust for Short-Term U.S. Government
Securities Management.
Item 15. Control Persons and Principal
Holders of Securities Not applicable.
Item 16. Investment Advisory and Other
Services Investment Advisory Services; Trust
Administration; Shareholder Services
Plan.
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 Determining Net Asset Value.
Item 20. Tax Status The Trust's Tax Status.
Item 21. Underwriters Not applicable.
Item 22. Calculations of Performance
Data Performance Information; Yield;
Effective Yield; Total Return;
Performance Comparisons.
Item 23. Financial Statements Filed in Part A.
TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES
PROSPECTUS
The shares of Trust for Short-Term U.S. Government Securities (the "Trust")
offered by this prospectus represent interests in an open-end, diversified
management investment company (a mutual fund), investing in short-term U.S.
government securities to achieve current income consistent with stability of
principal and liquidity.
THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK AND ARE NOT INSURED OR
GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THESE
SHARES INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. THE
TRUST ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE; THERE
CAN BE NO ASSURANCE THAT THE TRUST WILL BE ABLE TO DO SO.
This prospectus contains the information you should read and know before you
invest in the Trust. Keep this prospectus for future reference.
The Trust has also filed a Statement of Additional Information dated January 31,
1995, 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 Trust, by
contacting the Trust at the address listed in the back of this prospectus.
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, 1995
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
SUMMARY OF TRUST EXPENSES 1
- ------------------------------------------------------
FINANCIAL HIGHLIGHTS 2
- ------------------------------------------------------
GENERAL INFORMATION 3
- ------------------------------------------------------
INVESTMENT INFORMATION 3
- ------------------------------------------------------
Investment Objective 3
Investment Policies 3
Investment Limitations 4
Regulatory Compliance 4
TRUST INFORMATION 5
- ------------------------------------------------------
Management of the Trust 5
Distribution of Shares 6
Administration of the Trust 6
NET ASSET VALUE 7
- ------------------------------------------------------
INVESTING IN THE TRUST 7
- ------------------------------------------------------
Share Purchases 7
Minimum Investment Required 8
Subaccounting Services 8
Certificates and Confirmations 8
Dividends 8
Capital Gains 8
REDEEMING SHARES 9
- ------------------------------------------------------
By Mail 9
Telephone Redemption 9
Accounts with Low Balances 10
SHAREHOLDER INFORMATION 10
- ------------------------------------------------------
Voting Rights 10
Massachusetts Partnership Law 10
TAX INFORMATION 11
- ------------------------------------------------------
Federal Income Tax 11
PERFORMANCE INFORMATION 11
- ------------------------------------------------------
FINANCIAL STATEMENTS 12
- ------------------------------------------------------
INDEPENDENT AUDITORS' REPORT 20
- ------------------------------------------------------
ADDRESSES Inside Back Cover
- ------------------------------------------------------
SUMMARY OF TRUST EXPENSES
- --------------------------------------------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<S> <C> <C>
Maximum Sales Load Imposed on Purchases (as a percentage of offering
price)..................................................................... None
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price)........................................ None
Contingent Deferred Sales Charge (as a percentage of original
purchase price or redemption proceeds, as applicable)...................... None
Redemption Fee (as a percentage of amount redeemed, if applicable)........... None
Exchange Fee................................................................. None
</TABLE>
ANNUAL TRUST OPERATING EXPENSES
(As a percentage of average net assets)
<TABLE>
<S> <C> <C>
Management Fee (after waiver)(1)............................................. 0.29%
12b-1 Fee.................................................................... None
Total Other Expenses......................................................... 0.16%
Shareholder Services Fee (after waiver)(2).............................. 0.05%
Total Trust Operating Expenses(3).................................. 0.45%
</TABLE>
(1) The management fee has been reduced to reflect the waiver of a portion of
the management fee. The maximum management fee is 0.40%.
(2) The maximum shareholder services fee is 0.25%.
(3) The Total Trust Operating Expenses in the table above are based on expenses
expected during the fiscal year ending November 30, 1995. The Total Trust
Operating Expenses were 0.45% for the fiscal year ended November 30, 1994, and
were 0.55% absent the 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 Trust will bear, either
directly or indirectly. For more complete descriptions of the various costs and
expenses, see "Trust 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................................... $5 $14 $25 $57
</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.
TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
Reference is made to the Independent Auditors' Report on page 20.
<TABLE>
<CAPTION>
YEAR ENDED NOVEMBER 30,
-----------------------------------------------------------------------------------------------------------------
1994 1993 1992 1991 1990 1989 1988 1987 1986 1985
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET
VALUE,
BEGINNING OF
PERIOD $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
- ------------
INCOME FROM
INVESTMENT
OPERATIONS
- ------------
Net
investment
income 0.04 0.03 0.04 0.06 0.08 0.09 0.07 0.06 0.06 0.08
- ------------
LESS
DISTRIBUTIONS
- ------------
Distributions
from net
investment
income (0.04) (0.03) (0.04) (0.06) (0.08) (0.09) (0.07) (0.06) (0.06) (0.08)
- ------------ --- --- --- --- --- --- --- --- --- ---
NET ASSET
VALUE, END
OF PERIOD $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
- ------------ --- --- --- --- --- --- --- --- --- ---
Total return
(a) 3.70% 2.87% 3.72% 6.10% 8.08% 9.01% 7.05% 6.09% 6.59% 8.65%
- ------------
RATIOS TO
AVERAGE
NET ASSETS
- ------------
Expenses 0.45% 0.45% 0.45% 0.46% 0.45% 0.45% 0.45% 0.45% 0.45% 0.45%
- ------------
Net
investment
income 3.55% 2.82% 3.68% 5.99% 7.79% 8.65% 6.79% 5.90% 6.39% 7.91%
- ------------
SUPPLEMENTAL
DATA
- ------------
Net assets,
end of
period (000
omitted) $1,184,269 $1,730,402 $2,358,748 $2,802,108 $3,603,455 $3,852,650 $3,993,621 $5,148,285 $5,866,222 $6,108,833
- ------------
</TABLE>
(a) Based on net asset value which does not reflect the sales load or contingent
deferred sales charge, if applicable.
(See Notes which are an integral part of the Financial Statements)
GENERAL INFORMATION
- --------------------------------------------------------------------------------
The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated October 30, 1975. The Trust is designed for institutional
investors, such as banks, fiduciaries, custodians of public funds, and similar
institutional investors, such as corporations, unions, hospitals, insurance
companies, and municipalities, as a convenient means of accumulating an interest
in a professionally managed, diversified portfolio investing only in short-term
U.S. government securities. A minimum initial investment of $25,000 over a
90-day period is required.
The Trust attempts to stabilize the value of a share at $1.00. Shares are
currently sold and redeemed at that price.
INVESTMENT INFORMATION
- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVE
The investment objective of the Trust is high current income consistent with
stability of principal and liquidity. While there is no assurance that the Trust
will achieve its investment objective, it endeavors to do so by following the
investment policies described in this prospectus. The investment objective and
the policies and limitations described below, unless indicated otherwise, cannot
be changed without shareholder approval.
INVESTMENT POLICIES
The Trust pursues its investment objective by investing only in a portfolio of
U.S. government securities maturing in one year or less. The average maturity of
the securities in the Trust's portfolio, computed on a dollar-weighted basis,
will be 120 days or less. As a matter of operating policy, which may be changed
without shareholder approval, the Trust will limit the average maturity of its
portfolio to 90 days or less, in order to meet regulatory requirements.
ACCEPTABLE INVESTMENTS. The Trust invests only in U.S. government securities.
These instruments 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: Farm Credit System, including the
National Bank for Cooperatives, Farm Credit Banks, and Banks for
Cooperatives; Farmers Home Administration; Federal Home Loan Banks;
Federal Home Loan Mortgage Corporation; Federal National Mortgage
Association; 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;
- 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. Certain securities in which the Trust invests may be
purchased pursuant to repurchase agreements. Repurchase agreements are
arrangements in which banks, brokers/dealers, and other recognized financial
institutions sell securities to the Trust and agree at the time of sale to
repurchase them at a mutually agreed upon time and price. To the extent that the
seller does not repurchase the securities from the Trust, the Trust could
receive less than the repurchase price on any sale of such securities.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS. The Trust may purchase securities
on a when-issued or delayed delivery basis. These transactions are arrangements
in which the Trust purchases securities with payment and delivery scheduled for
a future time. The seller's failure to complete these transactions may cause the
Trust to miss a price or yield considered to be advantageous. Settlement dates
may be a month or more after entering into these transactions, and the market
values of the securities purchased may vary from the purchase prices.
Accordingly, the Trust may pay more/less than the market value of the securities
on the settlement date.
The Trust may dispose of a commitment prior to settlement if the adviser deems
it appropriate to do so. In addition, the Trust may enter into transactions to
sell its purchase commitments to third parties at current market values and
simultaneously acquire other commitments to purchase similar securities at later
dates. The Trust may realize short-term profits or losses upon the sale of such
commitments.
INVESTMENT LIMITATIONS
The Trust will not borrow money except, under certain circumstances, the Trust
may borrow up to one-third of the value of its total assets.
The above investment 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 Trust will not invest more than 10% of its net assets in illiquid
securities, including repurchase agreements providing for settlement in more
than seven days after notice.
REGULATORY COMPLIANCE
The Trust may follow non-fundamental operational policies that are more
restrictive than its fundamental investment limitations, as set forth in this
prospectus and its Statement of Additional Information, in order to comply with
applicable laws and regulations, including the provisions of and
regulations under the Investment Company Act of 1940, as amended. In particular,
the Trust will comply with the various requirements of Rule 2a-7, which
regulates money market mutual funds. The Trust will determine the effective
maturity of its investments according to Rule 2a-7. The Trust may change these
operational policies to reflect changes in the laws and regulations without the
approval of its shareholders.
TRUST INFORMATION
- --------------------------------------------------------------------------------
MANAGEMENT OF THE TRUST
BOARD OF TRUSTEES. The Trust is managed by a Board of Trustees. The Trustees are
responsible for managing the Trust's business affairs and for exercising all the
Trust's powers except those reserved for the shareholders. An Executive
Committee of the Board of Trustees handles the Board's responsibilities between
meetings of the Board.
INVESTMENT ADVISER. Investment decisions for the Trust are made by Federated
Research, the Trust's investment adviser (the "Adviser"), subject to direction
by the Trustees. The Adviser continually conducts investment research and
supervision for the Trust and is responsible for the purchase and sale of
portfolio instruments.
ADVISORY FEES. The Adviser receives an annual investment advisory fee equal
to .40 of 1% of the Trust's average daily net assets. The Adviser has
undertaken to reimburse the Trust, up to the amount of the advisory fee,
for operating expenses in excess of limitations established by certain
states. In addition, under the investment advisory contract, the Adviser
will waive the amount, limited to the amount of the advisory fee, by which
the Trust's aggregate annual operating expenses, including the investment
advisory fee, but excluding interest, taxes, brokerage commissions,
expenses of registering and qualifying the Trust and its shares under
federal and state laws and regulations, expenses of withholding taxes, and
extraordinary expenses, exceed .45 of 1% of its average daily net assets.
ADVISER'S BACKGROUND. Federated Research, a Delaware business trust,
organized on April 11, 1989, is a registered investment adviser under the
Investment Advisers Act of 1940. It is a subsidiary of Federated Investors.
All of the Class A (voting) shares of Federated Investors are owned by a
trust, the trustees of which are John F. Donahue, Chairman and Trustee of
Federated Investors, Mr. Donahue's wife, and Mr. Donahue's son, J.
Christopher Donahue, who is President and Trustee of Federated Investors.
Federated Research and other subsidiaries of Federated Investors serve as
investment advisers to a number of investment companies and private
accounts. Certain other subsidiaries also provide administrative services
to a number of investment companies. Total assets under management or
administration by these and other subsidiaries of Federated Investors are
approximately $70 billion. Federated Investors, which was founded in 1956
as Federated Investors, Inc., develops and manages mutual funds primarily
for the financial industry. Federated Investors' track record of
competitive performance and its disciplined, risk averse investment
philosophy serve approximately 3,500 client institutions nationwide.
Through these same client institutions, individual shareholders also have
access to this same level of investment expertise.
DISTRIBUTION OF SHARES
Federated Securities Corp. is the principal distributor for shares of the Trust.
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 SERVICES PLAN. The Trust has adopted a Shareholder Services Plan
(the "Services Plan") under which it will pay Federated Shareholder Services, an
affiliate of Federated Investors, an amount not exceeding .25 of 1% of the
average daily net asset value of the Trust to provide personal services and/or
maintenance of shareholder accounts to the Trust and its shareholders. From time
to time and for such periods as deemed appropriate, the amount stated above may
be reduced voluntarily.
Federated Shareholder Services may elect to pay financial institutions fees
based upon shares owned by their clients or customers for services provided to
those clients or customers. The schedules of such fees and the basis upon which
such fees will be paid will be determined from time to time by Federated
Shareholder Services.
GLASS-STEAGALL ACT. The Glass-Steagall Act prohibits a depository institution
(such as a commercial bank or a savings and loan association) from being an
underwriter or distributor of most securities. In the event the Glass-Steagall
Act is deemed to prohibit depository institutions from acting in the
administrative capacities described above or should Congress relax current
restrictions on depository institutions, the Board of Trustees will consider
appropriate changes in the administrative services.
State securities laws governing the ability of depository institutions to act as
underwriters or distributors of securities may differ from interpretations given
to the Glass-Steagall Act and, therefore, banks and financial institutions may
be required to register as dealers pursuant to state law.
ADMINISTRATION OF THE TRUST
ADMINISTRATIVE SERVICES. Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel and services (including
certain legal and accounting services) necessary to operate the Trust. Federated
Administrative Services provides these at an annual rate as specified below:
<TABLE>
<CAPTION>
AVERAGE AGGREGATE
MAXIMUM FEE DAILY NET ASSETS
----------------------------------- ------------------------------------
<S> <C>
.15 of 1% on the first $250 million
.125 of 1% on the next $250 million
.10 of 1% on the next $250 million
.075 of 1% on assets in excess of $750 million
</TABLE>
The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares. Average
aggregate daily net assets include those of all mutual funds advised by
affiliates of Federated Investors. Federated Administrative Services may choose
voluntarily to waive a portion of its fee.
CUSTODIAN. State Street Bank and Trust Company, Boston, Massachusetts is
custodian for the securities and cash of the Trust.
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT. Federated Services Company,
Pittsburgh, Pennsylvania is transfer agent for the shares of, and dividend
disbursing agent for, the Trust.
INDEPENDENT AUDITORS. The independent auditors for the Trust are Deloitte &
Touche LLP, Pittsburgh, Pennsylvania.
NET ASSET VALUE
- --------------------------------------------------------------------------------
The Trust 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 total assets
and dividing the remainder by the number of shares outstanding. The Trust cannot
guarantee that its net asset value will always remain at $1.00 per share.
The net asset value is determined at 12:00 noon, 3:00 p.m. (Eastern time), and
as of the close of trading (normally 4:00 p.m., Eastern time) on the New York
Stock Exchange each day the New York Stock Exchange is open.
INVESTING IN THE TRUST
- --------------------------------------------------------------------------------
SHARE PURCHASES
Shares are sold at their net asset value, without a sales charge, next
determined after an order is received, on days on which the New York Stock
Exchange and the Federal Reserve Wire System are open for business. Shares may
be purchased either by wire or mail. The Trust reserves the right to reject any
purchase request.
To make a purchase, open an account by calling Federated Securities Corp.
Information needed to establish the account will be taken by telephone.
BY WIRE. To purchase by Federal Reserve wire, call the Trust before 3:00 p.m.,
(Eastern time) to place an order. The order is considered received immediately.
Payment by federal funds must be received before 3:00 p.m., (Eastern time) that
day. Federal funds should be wired as follows: Federated Services Company, c/o
State Street Bank and Trust Company, Boston, Massachusetts; Attention: EDGEWIRE;
For Credit to: Trust for Short-Term U.S. Government Securities ; Fund Number
(this number can be found on the account statement or by contacting the Trust);
Group Number or Order Number; Nominee or Institution Name; and ABA Number
011000028.
BY MAIL. To purchase by mail, send a check made payable to Trust for Short-Term
U.S. Government Securities to: Federated Services Company, Trust for Short-Term
U.S. Government Securities, P.O. Box 8602, Boston, Massachusetts 02266-8602.
Orders by mail are considered received when payment by check is converted into
federal funds. This is normally the next business day after the check is
received.
AUTOMATIC INVESTMENTS. Investors may establish accounts with their
financial institutions to have cash accumulations automatically invested in
the Trust. The investments may be made on predetermined dates or when the
investor's account reaches a certain level. Participating financial
institutions are responsible for prompt transmission of orders relating to
the program, and they may charge for their services. Investors should read
this prospectus along with the financial institution's agreement or
literature describing these services and fees.
MINIMUM INVESTMENT REQUIRED
The minimum initial investment is $25,000. However, an account may be opened
with a smaller amount as long as the minimum is reached within 90 days. Minimum
investments will be calculated by combining all accounts maintained with the
Trust. Financial institutions may impose different minimum investment
requirements on their customers.
SUBACCOUNTING SERVICES
Financial institutions are encouraged to open single master accounts. However,
certain financial institutions may wish to use the transfer agent's
subaccounting system to minimize their internal recordkeeping requirements. The
transfer agent charges a fee based on the level of subaccounting services
rendered. Financial institutions may charge or pass through subaccounting fees
as part of or in addition to normal trust or agency account fees. They may also
charge fees for other services provided which may be related to the ownership of
Trust shares. This prospectus should, therefore, be read together with any
agreement between the customer and the financial institution with regard to the
services provided, the fees charged for those services and any restrictions and
limitations imposed.
CERTIFICATES AND CONFIRMATIONS
As transfer agent for the Trust, Federated Services Company maintains a share
account for each shareholder. Share certificates are not issued unless requested
by contacting the Trust or Federated Services Company in writing.
Monthly confirmations are sent to report transactions such as all purchases and
redemptions as well as dividends paid during the month.
DIVIDENDS
Dividends are declared daily and paid monthly. Dividends are automatically
reinvested on payment dates in additional shares of the Trust unless cash
payments are requested by writing to the Trust. Shares purchased by wire before
3:00 p.m., (Eastern time) begin earning dividends that day. Shares purchased by
check begin earning dividends the day after the check is converted into federal
funds.
CAPITAL GAINS
The Trust does not expect to realize any capital gains or losses. If capital
gains or losses were to occur, they could result in an increase or decrease in
dividends. The Trust will distribute in cash or additional shares any realized
net long-term capital gains at least once every 12 months.
REDEEMING SHARES
- --------------------------------------------------------------------------------
Shares are redeemed at their net asset value next determined after the Federated
Services Company receives the redemption request. Redemptions will be made on
days on which the Trust computes its net asset value. Redemption requests must
be received in proper form and can be made as described below.
BY MAIL
Shares may be redeemed by sending a written request to: Trust for Short-Term
U.S. Government Securities, P.O. Box 8602, Boston, Massachusetts 02266-8602. The
written request should state: Trust for Short-Term U.S. Government Securities;
shareholder's name; the account number; and the share or dollar amount
requested. Sign the request exactly as the shares are registered. Shareholders
should call the Trust for assistance in redeeming by mail.
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 Trust, or a
redemption payable other than to the shareholder of record must have their
signatures guaranteed by:
- a trust company or commercial bank whose deposits are insured by the Bank
Insurance Fund which is administered by the Federal Deposit Insurance
Corporation ("FDIC");
- a member of the New York, American, Boston, Midwest, or Pacific Stock
Exchanges;
- a savings bank or savings and loan association whose deposits are insured
by the Savings Association Insurance Fund, which is administered by the
FDIC; or
- any other "eligible guarantor institution," as defined in the Securities
Exchange Act of 1934.
The Trust does not accept signatures guaranteed by a notary public.
The Trust and the transfer agent have adopted standards for accepting signature
guarantees from the above institutions. The Trust may elect in the future to
limit eligible signature guarantors to institutions that are members of the
signature guarantee program. The Trust 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. Dividends are paid up to and including the day that a redemption
request is processed.
TELEPHONE REDEMPTION
Shares may be redeemed in minimum amounts of $5,000 by telephoning the Trust.
Telephone instructions may be recorded and if reasonable procedures are not
followed by the Trust, it may be liable for losses due to unauthorized or
fraudulent telephone instructions. An authorization form permitting the Trust to
accept telephone requests must first be completed. Authorization forms and
information on this service are available from Federated Securities Corp.
If the redemption request is received before 3:00 p.m. (Eastern time), the
proceeds will be wired the same day to the shareholder's account at a domestic
commercial bank which is a member of the Federal Reserve System, and those
shares redeemed will not be entitled to that day's dividend. A daily dividend
will be paid on shares redeemed if the redemption request is received after 3:00
p.m. (Eastern time). However, the proceeds are not wired until the following
business day. Under limited circumstances, arrangements may be made with the
distributor for same-day payments of proceeds, without that day's dividend, for
redemption requests received before 3:00 p.m. (Eastern time).
In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption, such as "By Mail," should be considered. If at any time
the Trust shall determine it necessary to terminate or modify this method of
redemption, shareholders would be promptly notified.
ACCOUNTS WITH LOW BALANCES
Due to the high cost of maintaining accounts with low balances, the Trust may
redeem shares in any account and pay the proceeds to the shareholder if the
account balance falls below a required minimum value of $25,000 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 Trust gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for 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's
operation and for election of Trustees under certain circumstances.
Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting of the Trust shall be called by the Trustees upon the written
request of shareholders owning at least 10% of the Trust's outstanding shares.
MASSACHUSETTS PARTNERSHIP LAW
Under certain circumstances, shareholders may be held personally liable as
partners under Massachusetts law for obligations of the Trust. To protect its
shareholders, the Trust has filed legal documents with Massachusetts that
expressly disclaim the liability of its shareholders for 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.
In the unlikely event a shareholder 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.
TAX INFORMATION
- --------------------------------------------------------------------------------
FEDERAL INCOME TAX
The Trust will pay no federal income tax because it expects to meet requirements
of the Internal Revenue Code, as amended, applicable to regulated investment
companies and to receive the special tax treatment afforded to such companies.
Unless otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions received. This applies whether dividends
and distributions are received in cash or as additional shares.
In the opinion of Houston, Houston, & Donnelly, counsel to the Trust:
- the Trust is not subject to Pennsylvania corporate or personal property
taxes; and
- Trust shares may be subject to personal property taxes imposed by
counties, municipalities, and school districts in Pennsylvania to the
extent that the portfolio securities in the Trust would be subject to
such taxes if owned directly by residents of those jurisdictions.
OTHER STATE AND LOCAL TAXES. The Trust will limit its investments to those
which, if owned directly, pay interest exempt from state personal income tax.
However, under the laws of some states, the net investment income distributed by
the Trust may be taxable to shareholders. Shareholders are urged to consult
their own tax advisers regarding the status of their accounts under state and
local tax laws.
PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------
From time to time the Trust advertises its yield and effective yield.
Yield represents the annualized rate of income earned on an investment over a
seven-day period. It is the annualized dividends earned during the period on an
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 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 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 Trust 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, advertisements for the Trust refer to ratings, rankings, and
other information in certain financial publications and/or compare its
performance to certain indices.
TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES
PORTFOLIO OF INVESTMENTS
NOVEMBER 30, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT VALUE
- ------------ -------------------------------------------------------------- --------------
<C> <C> <S> <C>
SHORT-TERM GOVERNMENT OBLIGATIONS--26.5%
- ---------------------------------------------------------------------------------
** FEDERAL FARM CREDIT BANK, DISCOUNT NOTES--4.1%
--------------------------------------------------------------
$ 49,375,000 5.11%-6.05%, 1/4/95-6/9/95 $ 48,392,072
-------------------------------------------------------------- --------------
FEDERAL HOME LOAN BANK NOTES--3.6%
--------------------------------------------------------------
42,000,000 5.58%-5.71%, 6/5/95-10/6/95 41,983,522
-------------------------------------------------------------- --------------
** FEDERAL HOME LOAN BANK, DISCOUNT NOTES--11.0%
--------------------------------------------------------------
133,250,000 5.11%-6.24%, 1/4/95-7/17/95 130,773,396
-------------------------------------------------------------- --------------
* STUDENT LOAN MARKETING ASSOCIATION, FLOATING RATE NOTES--7.0%
--------------------------------------------------------------
83,000,000 5.74%-6.19%, 3/27/95-9/23/95 82,990,274
-------------------------------------------------------------- --------------
** STUDENT LOAN MARKETING ASSOCIATION, DISCOUNT NOTE--0.8%
--------------------------------------------------------------
10,000,000 5.77%, 4/5/95 9,806,944
-------------------------------------------------------------- --------------
TOTAL SHORT-TERM GOVERNMENT OBLIGATIONS 313,946,208
-------------------------------------------------------------- --------------
SHORT-TERM U.S. TREASURY OBLIGATIONS--8.1%
- ---------------------------------------------------------------------------------
** U.S. TREASURY BILLS--5.0%
--------------------------------------------------------------
60,000,000 3.78%-5.73%, 2/9/95-8/24/95 58,755,521
-------------------------------------------------------------- --------------
U.S. TREASURY NOTES--3.1%
--------------------------------------------------------------
37,000,000 5.50%-8.50%, 2/15/95-5/15/95 37,187,753
-------------------------------------------------------------- --------------
TOTAL SHORT-TERM U.S. TREASURY OBLIGATIONS 95,943,274
-------------------------------------------------------------- --------------
TOTAL SHORT-TERM OBLIGATIONS 409,889,482
-------------------------------------------------------------- --------------
REPURCHASE AGREEMENTS***--67.4%
- ---------------------------------------------------------------------------------
10,000,000 BOT Securities Corp., 5.75%, dated 11/30/94, due 12/1/94 10,000,000
--------------------------------------------------------------
55,000,000 BT Securities, Inc., 5.78%, dated 11/30/94, due 12/1/94 55,000,000
--------------------------------------------------------------
35,000,000 Daiwa Securities America, Inc., 5.72%, dated 11/30/94, due
12/1/94 35,000,000
--------------------------------------------------------------
40,000,000 Donaldson, Lufkin & Jenrette Securities Corp., 5.70%, dated
11/30/94, due 12/1/94 40,000,000
--------------------------------------------------------------
95,000,000 Greenwich Capital Markets, Inc., 5.75%, dated 11/30/94, due
12/1/94 95,000,000
--------------------------------------------------------------
</TABLE>
TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT VALUE
- ------------ -------------------------------------------------------------- --------------
<C> <C> <S> <C>
REPURCHASE AGREEMENTS***--CONTINUED
- ---------------------------------------------------------------------------------
$ 43,400,000 J.P. Morgan Securities, Inc., 5.77%, dated 11/30/94, due
12/1/94 $ 43,400,000
--------------------------------------------------------------
55,000,000 Nationsbank Capital Markets, 5.73%, dated 11/30/94, due
12/1/94 55,000,000
--------------------------------------------------------------
255,000,000 PaineWebber Inc., 5.75%, dated 11/30/94, due 12/1/94 255,000,000
--------------------------------------------------------------
50,000,000 S.G. Warburg & Co., Inc. 5.72%, dated 11/30/94, due 12/1/94 50,000,000
--------------------------------------------------------------
20,000,000 Sanwa-BGK Securities Co., L.P., 5.45%, dated 11/30/94, due
12/1/94 20,000,000
--------------------------------------------------------------
50,000,000 Sanwa-BGK Securities Co., L.P., 5.70%, dated 11/30/94, due
12/1/94 50,000,000
--------------------------------------------------------------
17,000,000 @ Daiwa Securities America, Inc., 5.25%, dated 11/9/94, due
12/20/94 17,000,000
--------------------------------------------------------------
25,000,000 @ First Boston Corp., 5.08%, dated 11/4/94, due 12/5/94 25,000,000
--------------------------------------------------------------
23,000,000 @ Morgan Stanley & Co., Inc., 5.46%, dated 11/25/94, due
12/20/94 23,000,000
--------------------------------------------------------------
25,000,000 @ Morgan Stanley & Co., Inc., 5.47%, dated 11/17/94, due
12/12/94 25,000,000
-------------------------------------------------------------- --------------
TOTAL REPURCHASE AGREEMENTS 798,400,000
-------------------------------------------------------------- --------------
TOTAL INVESTMENTS, AT AMORTIZED COST $1,208,289,482+
-------------------------------------------------------------- --------------
* Denotes variable rate obligations for which current rates and next reset dates are
shown.
** Each issue shows the rate of discount at the time of purchase.
*** Repurchase agreements are fully collateralized by U.S. government and/or agency
obligations based on market prices at the date of the portfolio. The investments in
repurchase agreements were through participation in a joint account with other Federated
funds.
@ Although the final maturity falls beyond seven days, a liquidity feature is included in
each transaction to permit termination of the repurchase agreement within seven days.
+ Also represents costs for federal tax purposes.
</TABLE>
Note: The categories of investments are shown as a percentage of net assets
($1,184,269,066) at November 30, 1994.
(See Notes which are an integral part of the Financial Statements)
TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES
STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 1994
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
ASSETS:
- ----------------------------------------------------------------------------
Investments in repurchase agreements $798,400,000
- ------------------------------------------------------------
Investments in securities 409,889,482
- ------------------------------------------------------------ ------------
Total investments in securities, at amortized cost and value $1,208,289,482
- ----------------------------------------------------------------------------
Cash 481,419
- ----------------------------------------------------------------------------
Income receivable 1,829,547
- ----------------------------------------------------------------------------
Receivable for Shares sold 35,031,331
- ---------------------------------------------------------------------------- --------------
Total assets 1,245,631,779
- ----------------------------------------------------------------------------
LIABILITIES:
- ----------------------------------------------------------------------------
Payable for investments purchased $ 21,990,100
- ------------------------------------------------------------
Payable for Shares redeemed 35,023,857
- ------------------------------------------------------------
Income distribution payable 4,222,705
- ------------------------------------------------------------
Accrued expenses 126,051
- ------------------------------------------------------------ ------------
Total liabilities 61,362,713
- ---------------------------------------------------------------------------- --------------
NET ASSETS for 1,184,269,066 Shares outstanding $1,184,269,066
- ---------------------------------------------------------------------------- --------------
NET ASSET VALUE, Offering Price and Redemption Proceeds Per Share:
($1,184,269,066 / 1,184,269,066 Shares of beneficial interest outstanding) $1.00
- ---------------------------------------------------------------------------- --------------
</TABLE>
(See Notes which are an integral part of the Financial Statements)
TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES
STATEMENT OF OPERATIONS
YEAR ENDED NOVEMBER 30, 1994
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
- -------------------------------------------------------------------------------
Interest income $59,251,467
- -------------------------------------------------------------------------------
EXPENSES:
- -------------------------------------------------------------------------------
Investment advisory fee $5,919,255
- ------------------------------------------------------------------
Administrative personnel and services fee 1,007,251
- ------------------------------------------------------------------
Shareholder services fee 532,465
- ------------------------------------------------------------------
Custodian fees 318,107
- ------------------------------------------------------------------
Transfer agent and dividend disbursing agent fees 62,565
- ------------------------------------------------------------------
Trustees fees 14,988
- ------------------------------------------------------------------
Auditing fees 24,577
- ------------------------------------------------------------------
Legal fees 99,977
- ------------------------------------------------------------------
Portfolio accounting fees 60,077
- ------------------------------------------------------------------
Share registration costs 26,628
- ------------------------------------------------------------------
Printing and postage 12,003
- ------------------------------------------------------------------
Insurance premiums 27,553
- ------------------------------------------------------------------
Taxes 29,742
- ------------------------------------------------------------------
Miscellaneous 18,671
- ------------------------------------------------------------------ ----------
Total expenses 8,153,859
- ------------------------------------------------------------------
Deduct--Waiver of investment advisory fee 1,442,536
- ------------------------------------------------------------------ ----------
Net expenses 6,711,323
- ------------------------------------------------------------------------------- -----------
Net investment income $52,540,144
- ------------------------------------------------------------------------------- -----------
</TABLE>
(See Notes which are an integral part of the Financial Statements)
TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED NOVEMBER 30,
------------------------------------
1994 1993
--------------- ----------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
- --------------------------------------------------------
OPERATIONS--
- --------------------------------------------------------
Net investment income $ 52,540,144 $ 61,504,285
- -------------------------------------------------------- --------------- ----------------
DISTRIBUTIONS TO SHAREHOLDERS--
- --------------------------------------------------------
Distributions from net investment income (52,540,144) (61,504,285)
- -------------------------------------------------------- --------------- ----------------
SHARE TRANSACTIONS--
- --------------------------------------------------------
Net proceeds from sale of shares 7,553,555,938 9,948,537,734
- --------------------------------------------------------
Net asset value of shares issued to shareholders in
payment of distributions declared 5,452,034 5,956,915
- --------------------------------------------------------
Cost of Shares redeemed (8,105,140,603) (10,582,840,994)
- -------------------------------------------------------- --------------- ----------------
Change in net assets resulting from Trust share
transactions (546,132,631) (628,346,345)
- -------------------------------------------------------- --------------- ----------------
Change in net assets (546,132,631) (628,346,345)
- -------------------------------------------------------- --------------- ----------------
NET ASSETS:
- --------------------------------------------------------
Beginning of period 1,730,401,697 2,358,748,042
- -------------------------------------------------------- --------------- ----------------
End of period $ 1,184,269,066 $ 1,730,401,697
- -------------------------------------------------------- --------------- ----------------
</TABLE>
(See Notes which are an integral part of the Financial Statements)
TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1994
- --------------------------------------------------------------------------------
(1) ORGANIZATION
Trust for Short-Term U.S. Government Securities (the "Trust") is registered
under the Investment Company Act of 1940, as amended (the "Act"), as a
diversified, open-end, management investment company.
(2) SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently
followed by the Trust in the preparation of its financial statements. These
policies are in conformity with generally accepted accounting principles.
<TABLE>
<S> <C>
A. INVESTMENT VALUATIONS--The Trust's use of the amortized cost method to value its
portfolio securities is in accordance with Rule 2a-7 under the Act.
B. REPURCHASE AGREEMENTS--It is the policy of the Trust 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 Trust to monitor, on a daily basis, the market value of each
repurchase agreement's underlying collateral to ensure that the value of collateral at
least equals the principal amount of the repurchase agreement, including accrued
interest.
The Trust will only enter into repurchase agreements with banks and other recognized
financial institutions, such as broker/dealers, which are deemed by the Trust's adviser
to be creditworthy pursuant to the guidelines established by the Board of Trustees (the
"Trustees"). Risks may arise from the potential inability of counterparties to honor the
terms of the repurchase agreement. Accordingly, the Trust could receive less than the
repurchase price on the sale of collateral securities.
C. INVESTMENT INCOME, EXPENSES, AND DISTRIBUTIONS--Interest income and expenses are accrued
daily. Bond premium and discount, if applicable, are amortized as required by the
Internal Revenue Code, as amended (the "Code"). Distributions to shareholders are
recorded on the ex-dividend date.
D. FEDERAL TAXES--It is the Trust's policy to comply with the provisions of the Code
applicable to regulated investment companies and to distribute to shareholders each year
substantially all taxable income. Accordingly, no provisions for federal tax are
necessary.
</TABLE>
<TABLE>
<S> <C>
E. WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS--The Trust may engage in when-issued or
delayed delivery transactions. The Trust records when-issued securities on the trade
date and maintains 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. GENERAL--Investment transactions are accounted for on the trade date.
</TABLE>
(3) CAPITAL SHARES
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value). At
November 30, 1994, capital paid-in aggregated $1,184,269,066. Transactions in
capital shares were as follows:
<TABLE>
<CAPTION>
PERIOD ENDED NOVEMBER 30,
-----------------------------------
1994 1993
- ----------------------------------------------------------- --------------- ----------------
<S> <C> <C>
Shares sold 7,553,555,938 9,948,537,734
- -----------------------------------------------------------
Shares issued to shareholders in payment of dividends
declared 5,452,034 5,956,915
- -----------------------------------------------------------
Shares redeemed (8,105,140,603) (10,582,840,994)
- ----------------------------------------------------------- --------------- ----------------
Net change (546,132,631) (628,346,345)
- ----------------------------------------------------------- --------------- ----------------
</TABLE>
(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
INVESTMENT ADVISORY FEE--Federated Research, the Trust's investment adviser (the
"Adviser"), receives for its services an annual investment advisory fee equal to
.40 of 1% of the Trust's average daily net assets. Under the investment advisory
contract, the Adviser has undertaken to reimburse the amount, limited to the
amount of the advisory fee, by which the Trust's aggregate annual operating
expenses, including its investment advisory fee, but excluding interest, taxes,
brokerage commissions, expenses of registering and qualifying the Trust and its
shares under federal and state laws, expenses of withholding taxes, and
extraordinary expenses exceed .45 of 1% of its average daily net assets.
ADMINISTRATIVE FEE--Federated Administrative Services ("FAS") provides the Trust
with administrative personnel and services. Prior to March 1, 1994, these
services were provided at approximate cost. Effective March 1, 1994, the FAS fee
is based on the level of average aggregate daily net assets of all funds advised
by subsidiaries of Federated Investors for the period. The administrative fee
received during the period of the Administrative Services Agreement shall be at
least $125,000 per portfolio and $30,000 per each additional class of shares.
SHAREHOLDER SERVICES FEE--Under the terms of a Shareholder Services Agreement
with Federated Shareholder Services ("FSS"), the Trust will pay FSS up to .25 of
1% of average net assets of the Trust for the period. This fee is to obtain
certain personal services for shareholders and to maintain the shareholder
accounts.
TRANSFER AGENT FEES--Federated Services Company ("FServ") serves as transfer and
dividend disbursing agent for the Trust. This fee is based on the size, type,
and number of accounts and transactions made by shareholders.
PORTFOLIO ACCOUNTING FEES--FServ maintains the Trust's accounting records. The
fee is based on the level of the Fund's average net assets for the period plus
out-of-pocket expenses.
GENERAL--Certain of the Officers and Trustees of the Trust are Officers and
Directors or Trustees of the above companies.
(5) FORWARD TRADE COMMITMENTS
The Trust may enter into forward commitments for the delayed delivery of
securities which are based upon financial indices at a fixed price at a future
date. Risks may arise upon entering these contracts from the potential inability
of counterparts to meet the terms of their contracts and from unanticipated
movements in security prices.
At November 30, 1994, the Trust was committed to enter into the following
repurchase agreements:
$14,000,000 Harris Nesbitt Thomson Securities, Inc., 7.30%, dated 12/30/94,
due 1/3/95
$8,000,000 Lehman Government Securities, 8.00%, dated 12/30/94, due 1/3/95
$12,000,000 Sanwa-BGK Securities Co., 7.50%, dated 12/30/94, due 1/3/95
The fair value of the forward commitments approximates the contract amounts at
November 30, 1994.
INDEPENDENT AUDITORS' REPORT
- --------------------------------------------------------------------------------
To the Board of Trustees and the Shareholders of
TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES:
We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Trust for Short-Term U.S. Government Securities
as of November 30, 1994, the related statement of operations for the year then
ended, and the statement of changes in net assets for the years ended November
30, 1994 and 1993 and financial highlights (see page 2) for each of the ten
years in the period ended November 30, 1994. These financial statements and
financial highlights are the responsibility of the Trust'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 audits 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 the securities owned as of
November 30, 1994 by correspondence with the custodian and brokers; where
replies were not received from brokers, we performed other auditing procedures.
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, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Trust for Short-Term
U.S. Government Securities as of November 30, 1994, the results of its
operations, the changes in its net assets and its financial highlights for the
respective stated periods in conformity with generally accepted accounting
principles.
Deloitte & Touche LLP
Pittsburgh, Pennsylvania
January 17, 1995
ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
Trust for Short-Term U.S. Government Securities
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Distributor
Federated Securities Corp. Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Investment Adviser
Federated Research Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Custodian
State Street Bank and Trust Company P.O. Box 8602
Boston, Massachusetts 02266
- ------------------------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
Federated Services Company P.O. Box 8602
Boston, Massachusetts 02266
- ------------------------------------------------------------------------------------------------
Independent Auditors
Deloitte & Touche LLP 2500 One PPG Place
Pittsburgh, Pennsylvania 15222
- ------------------------------------------------------------------------------------------------
</TABLE>
TRUST FOR SHORT-TERM
U.S. GOVERNMENT SECURITIES
PROSPECTUS
An Open-End, Diversified,
Management Investment Company
Prospectus dated January 31, 1995
FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------------
Distributor
A subsidiary of FEDERATED INVESTORS
FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779
898331103
8010415A (1/95)
Trust for Short-Term U.S. Government Securities
Statement of Additional Information
This Statement of Additional Information should be read with the
prospectus of Trust for Short-Term U.S. Government Securities (the
"Trust") dated January 31, 1995. This Statement is not a prospectus.
To receive a copy of a prospectus, write or call the Trust.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Statement dated January 31, 1995
Federated Securities Corp.
Distributor
A subsidiary of Federated
Investors
Investment Policies 1
Acceptable Investments 1
When-Issued And Delayed Delivery
Transactions 1
Repurchase Agreements 1
Investment Limitations 1
Brokerage Transactions 2
Trust for Short-Term U.S.
Government Securities Management 3
The Funds 6
Share Ownership 7
Officers and Trustees
Compensation 7
Trustee Liability 8
Investment Advisory Services 8
Investment Adviser 8
Advisory Fees 8
Shareholder Services Plan 9
Determining Net Asset Value 9
Redemption in Kind 9
The Trust's Tax Status 9
Performance Information 10
Yield 10
Effective Yield 10
Total Return 10
Performance Comparisons 10
Investment Policies
Unless indicated otherwise, the policies described below may not be changed
by the Trustees without shareholder approval.
Acceptable Investments
Some of the short-term U.S. government securities that the Trust 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 that 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
Trust may purchase variable rate U.S. government securities upon the
determination by the Board of 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 or yield for the Trust. 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 Trust sufficient to make payment for the securities to
be purchased are segregated on the Trust's records at the trade date.
These assets are marked to market daily and are maintained until the
transaction has been settled. As a matter of operating policy, the Trust
does not intend to engage in when-issued and delayed delivery transactions
to an extent that would cause the segregation of more than 20% of the total
value of its assets.
Repurchase Agreements
The Trust or its custodian will take possession of the securities subject
to repurchase agreements, and these securities will be marked to market
daily. In the event that a defaulting seller filed for bankruptcy or
became insolvent, disposition of such securities by the Trust might be
delayed pending court action. The Trust believes that under the regular
procedures normally in effect for custody of the Trust's portfolio
securities subject to repurchase agreements, a court of competent
jurisdiction would rule in favor of the Trust and allow retention or
disposition of such securities. The Trust will only enter into repurchase
agreements with banks and other recognized financial institutions, such as
broker/dealers, which are deemed by the Trust's adviser to be creditworthy
pursuant to guidelines established by the Trustees.
Investment Limitations
Selling Short and Buying on Margin
The Trust will not sell any securities short or purchase any
securities on margin but may obtain such short-term credits as are
necessary for clearance of transactions.
Issuing Senior Securities and Borrowing Money
The Trust will not issue senior securities.
The Trust will not borrow money, except as a temporary measure for
extraordinary or emergency purposes, and then (a) only in amounts not
in excess of 5% of the value of its total assets or (b) in an amount
up to one-third of the value of its total assets, including the
amount borrowed, in order to meet redemption requests without
immediately selling any portfolio securities (any such borrowings
under this section will not be collateralized).
Pledging Assets
The Trust will not pledge securities.
Making Loans
The Trust will not make loans, except that it may purchase or hold
U.S. government securities, including repurchase agreements,
permitted by its investment objective and policies.
Acquiring Securities
The Trust will not acquire the voting securities of any issuer,
except as a part of a merger, consolidation, reorganization, or
acquisition of assets.
The above limitations cannot be changed without shareholder approval. The
following investment 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 Restricted Securities
The Trust will not invest in securities subject to restrictions on
resale under federal securities law.
Investing in Illiquid Securities
The Trust will not invest more than 10% of the value of its net
assets in illiquid securities.
Investing in New Issuers
The Trust will not invest more than 5% of the value of its total
assets in securities of issuers which have records of less than three
years of continuous operations, including the operation of any
predecessor.
Investing for Control
The Trust will not invest in securities of a company for the purpose
of exercising control or management.
Investing in Issuers Whose Securities Are Owned by Officers of the Trust
The Trust will not purchase or retain the securities of any issuer if
the Officers and Trustees of the Trust or its investment adviser
owning individually more than .50 of 1% of the issuer's securities
together own more than 5% of the issuer's securities.
Investing in Options
The Trust will not invest in puts, calls, straddles, spreads, or any
combination of them.
Investing in Minerals
The Trust will not purchase or sell interests in oil, gas, or other
mineral exploration or development programs or leases, although it
may purchase the securities of issuers which invest in or sponsor
such programs.
The Trust did not borrow money in excess of 5% of the value of its net
assets during the last fiscal year and has no present intent to do so
during the coming fiscal year.
Brokerage Transactions
When selecting brokers and dealers to handle the purchase and sale of
portfolio instruments, the adviser looks for prompt execution of the order
at a favorable price. In working with dealers, the adviser will generally
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 guidelines established by the Board
of Trustees. The adviser may select brokers and dealers who offer
brokerage and research services. These services may be furnished directly
to the Trust 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. Research services provided by brokers
and dealers may be used by the adviser or its affiliates of Federated
Investors in advising the Trust 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. 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. During the fiscal
years ended 1994, 1993, and 1992, the Trust paid no brokerage commissions.
Although investment decisions for the Trust are made independently from
those of the other accounts managed by the adviser, investments of the type
the Trust may make may also be made by those other accounts. When the
Trust and one or more other accounts managed by the adviser are prepared to
invest in, or desire to dispose of, the same security, available
investments or opportunities for sales will be allocated in a manner
believed by the adviser to be equitable to each. In some cases, this
procedure may adversely affect the price paid or received by the Trust or
the size of the position obtained or disposed of by the Trust. In other
cases, however, it is believed that coordination and the ability to
participate in volume transactions will be to the benefit of the Trust.
Trust for Short-Term U.S. Government Securities Management
Officers and Trustees are listed with their addresses, present positions
with Trust for Short-Term U.S. Government Securities, and principal
occupations.
John F. Donahue@*
Federated Investors Tower
Pittsburgh, Pennsylvania
Chairman and Trustee
Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated
Research Corp.; Chairman, Passport Research, Ltd.; Director, AEtna Life and
Casualty Company; Chief Executive Officer and Director, Trustee, or
Managing General Partner of the Funds. Mr. Donahue is the father of J.
Christopher Donahue, Vice President of the Trust.
Thomas G. Bigley
28th Floor, One Oxford Center
Pittsburgh, Pennsylvania
Trustee
Director, Oberg Manufacturing Co.; Chairman of the Board, Children's
Hospital of Pittsburgh; Director, Trustee, or Managing General Partner of
the Funds; formerly, Senior Partner, Ernst & Young LLP.
John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, Florida
Trustee
President, Investment Properties Corporation; Senior Vice-President, John
R. Wood and Associates, Inc., Realtors; President, Northgate Village
Development Corporation; Partner or Trustee in private real estate ventures
in Southwest Florida; Director, Trustee, or Managing General Partner of the
Funds; formerly, President, Naples Property Management, Inc.
William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, Pennsylvania
Trustee
Director and Member of the Executive Committee, Michael Baker, Inc.;
Director, Trustee, or Managing General Partner of the Funds; formerly, Vice
Chairman and Director, PNC Bank, N.A., and PNC Bank Corp. and Director,
Ryan Homes, Inc.
James E. Dowd
571 Hayward Mill Road
Concord, Massachusetts
Trustee
Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director,
Trustee, or Managing General Partner of the Funds; formerly, Director, Blue
Cross of Massachusetts, Inc.
Lawrence D. Ellis, M.D.
3471 Fifth Avenue, Suite 1111
Pittsburgh, Pennsylvania
Trustee
Hematologist, Oncologist, and Internist, Presbyterian and Montefiore
Hospitals; Professor of Medicine and Trustee, University of Pittsburgh;
Director of Corporate Health, University of Pittsburgh Medical Center;
Director, Trustee, or Managing General Partner of the Funds.
Edward L. Flaherty, Jr.@
5916 Penn Mall
Pittsburgh, Pennsylvania
Trustee
Attorney-at-law; Partner, Meyer and Flaherty; Director, Eat'N Park
Restaurants, Inc., and Statewide Settlement Agency, Inc.; Director,
Trustee, or Managing General Partner of the Funds; formerly, Counsel,
Horizon Financial, F.A., Western Region.
Peter E. Madden
225 Franklin Street
Boston, Massachusetts
Trustee
Consultant; State Representative, Commonwealth of Massachusetts; Director,
Trustee, or Managing General Partner of the Funds; formerly, President,
State Street Bank and Trust Company and State Street Boston Corporation and
Trustee, Lahey Clinic Foundation, Inc.
Gregor F. Meyer
5916 Penn Mall
Pittsburgh, Pennsylvania
Trustee
Attorney-at-law; Partner, Meyer and Flaherty; Chairman, Meritcare, Inc.;
Director, Eat'N Park Restaurants, Inc.; Director, Trustee, or Managing
General Partner of the Funds; formerly, Vice Chairman, Horizon Financial,
F.A.
Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, Pennsylvania
Trustee
Professor, Foreign Policy and Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer
Library Center, Inc., and U.S. Space Foundation; Chairman, Czecho Slovak
Management Center; Director, Trustee, or Managing General Partner of the
Funds; President Emeritus, University of Pittsburgh; formerly, Chairman,
National Advisory Council for Environmental Policy and Technology.
Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, Pennsylvania
Trustee
Public relations/marketing consultant; Director, Trustee, or Managing
General Partner of the Funds.
Glen R. Johnson
Federated Investors Tower
Pittsburgh, Pennsylvania
President
Trustee, Federated Investors; President and/or Trustee of some of the
Funds; staff member, Federated Securities Corp. and Federated
Administrative Services.
J. Christopher Donahue
Federated Investors Tower
Pittsburgh, Pennsylvania
Vice President
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated
Research Corp.; President, Passport Research, Ltd.; Trustee, Federated
Administrative Services, Federated Services Company, and Federated
Shareholder Services; 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.
Richard B. Fisher
Federated Investors Tower
Pittsburgh, Pennsylvania
Vice President
Executive Vice President and Trustee, Federated Investors; Director,
Federated Research Corp.; Chairman and Director, Federated Securities
Corp.; President or Vice President of some of the Funds; Director or
Trustee of some of the Funds.
Edward C. Gonzales
Federated Investors Tower
Pittsburgh, Pennsylvania
Vice President and Treasurer
Vice President, Treasurer, and Trustee, Federated Investors; Vice President
and Treasurer, Federated Advisers, Federated Management, Federated
Research, Federated Research Corp., and Passport Research, Ltd.; Executive
Vice President, Treasurer, and Director, Federated Securities Corp.;
Trustee, Federated Services Company and Federated Shareholder Services;
Chairman, Treasurer, and Trustee, Federated Administrative Services;
Trustee or Director of some of the Funds; Vice President and Treasurer of
the Funds.
John W. McGonigle
Federated Investors Tower
Pittsburgh, Pennsylvania
Vice President and Secretary
Vice President, Secretary, General Counsel, and Trustee, Federated
Investors; Vice President, Secretary, and Trustee, Federated Advisers,
Federated Management, and Federated Research; Vice President and Secretary,
Federated Research Corp. and Passport Research, Ltd.; Trustee, Federated
Services Company; Executive Vice President, Secretary, and Trustee,
Federated Administrative Services; Secretary and Trustee, Federated
Shareholder Services; Executive Vice President and Director, Federated
Securities Corp.; Vice President and Secretary of the Funds.
* This Trustee is deemed to be an "interested person" as defined in the
Investment Company Act of 1940, as amended.
@ Member of the 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
As referred to in the list of Trustees and Officers, "Funds" includes the
following investment companies: American Leaders Fund, Inc.; Annuity
Management Series; Arrow Funds; Automated Cash Management Trust; Automated
Government Money Trust; California Municipal Cash Trust; Cash Trust Series
II; Cash Trust Series, Inc.; DG Investor Series; Edward D. Jones & Co.
Daily Passport Cash Trust; Federated ARMs Fund; Federated Exchange Fund,
Ltd.; Federated GNMA Trust; Federated Government Trust; Federated Growth
Trust; Federated High Yield Trust; Federated Income Securities Trust;
Federated Income Trust; Federated Index Trust; Federated Institutional
Trust; Federated Intermediate Government Trust; Federated Master Trust;
Federated Municipal Trust; Federated Short-Intermediate Government Trust;
Federated Short-Term U.S. Government Trust; Federated Stock Trust;
Federated Tax-Free Trust; Federated U.S. Government Bond Fund; First
Priority Funds; Fixed Income Securities, Inc.; Fortress Adjustable Rate
U.S. Government Fund, Inc.; Fortress Municipal Income Fund, Inc.; Fortress
Utility Fund, Inc.; Fund for U.S. Government Securities, Inc.; Government
Income Securities, Inc.; High Yield Cash Trust; Insight Institutional
Series, Inc.; Insurance Management Series; Intermediate Municipal Trust;
International Series, Inc.; Investment Series Funds, Inc.; Investment
Series Trust; Liberty Equity Income Fund, Inc.; Liberty High Income Bond
Fund, Inc.; Liberty Municipal Securities Fund, Inc.; Liberty U.S.
Government Money Market Trust; Liberty Term Trust, Inc. - 1999; Liberty
Utility Fund, Inc.; Liquid Cash Trust; Managed Series Trust; The Medalist
Funds: Money Market Management, Inc.; Money Market Obligations Trust; Money
Market Trust; Municipal Securities Income Trust; New York Municipal Cash
Trust; 111 Corcoran Funds; Peachtree Funds; The Planters Funds; Portage
Funds; RIMCO Monument Funds; The Shawmut Funds; Short-Term Municipal Trust;
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 U.S. Treasury Obligations; World
Investment Series, Inc.
Share Ownership
Officers and Trustees own less than 1% of the Trust's outstanding shares.
As of January 10, 1995, the following shareholder of record owned 5% or
more of the outstanding shares of the Trust: Fleet Securities Corp., Funds
Control, 92,828,691 shares (8.2%).
Officers and Trustees Compensation
NAME , AGGREGATE TOTAL COMPENSATION PAID
POSITION WITH COMPENSATION FROM TO TRUSTEES FROM
TRUST TRUST TRUST AND FUND COMPLEX
John F. Donahue,
Chairman and Trustee $ -0- $ -0- for the Trust and
69 investment companies
Thomas G. Bigley,
Trustee $ 612.00 $ 24,991 for the Trust and
50 investment companies
John T. Conroy, Jr.,
Trustee $ 2,839.75 $ 136,100 for the Trust and
65 investment companies
William J. Copeland,
Trustee $ 2,839.75 $ 136,100 for the Trust and
65 investment companies
James E. Dowd,
Trustee $ 2,839.75 $ 136,100 for the Trust and
65 investment companies
Lawrence D. Ellis, M.D.,
Trustee $ 2,569.50 $ 123,600 for the Trust and
65 investment companies
Edward L. Flaherty, Jr.,
Trustee $ 2,839.75 $ 136,100 for the Trust and
65 investment companies
Peter E. Madden,
Trustee $ 2,202.50 $ 104,880 for the Trust and
65 investment companies
Gregor F. Meyer,
Trustee $ 2,569.50 $ 123,600 for the Trust and
65 investment companies
Wesley W. Posvar,
Trustee $ 2,569.50 $ 123,600 for the Trust and
65 investment companies
Marjorie P. Smuts,
Trustee $ 2,569.50 $ 123,600 for the Trust and
65 investment companies
Trustee Liability
The Declaration of Trust provides that the Trustees will not be liable for
errors of judgment or mistakes of fact or law. However, they are not
protected against any liability to which they would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of their office.
Investment Advisory Services
Investment Adviser
The Trust's investment adviser is Federated Research. It is a subsidiary
of Federated Investors. All the voting securities of Federated Investors
are owned by a trust, the trustees of which are John F. Donahue, his wife
and his son, J. Christopher Donahue.
The adviser shall not be liable to Trust or any shareholder 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, Federated Research receives an annual investment
advisory fee as described in the prospectus.
For the fiscal years ended November 30, 1994, 1993, and 1992, the adviser
earned $5,919,255, $8,689,582, and $10,472,154, respectively, of which
$1,442,536, $523,530, and $442,035, respectively, was waived.
State Expense Limitations
The adviser has undertaken to comply with the expense limitations
established by certain states for investment companies whose shares
are registered for sale in those states. If the Trust'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 Trust for its expenses over the
limitation.
If the Trust's monthly projected operating expenses exceed this
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 fees.
This arrangement is not part of the advisory contract and may be
amended or rescinded in the future.
Trust Administration
Federated Administrative Services, a subsidiary of Federated Investors,
provides administrative personnel and services to the Trust for a fee as
described in the prospectus. Prior to March 1, 1994, Federated
Administrative Services, Inc., also a subsidiary of Federated Investors,
served as the Trust's Administrator. (For purposes of this Statement of
Additional Information, Federated Administrative Services and Federated
Administrative Services, Inc. may hereinafter collectively be referred to
as the "Administrators".) For the fiscal years ended November 30, 1994,
1993, and 1992, the Administrators earned $1,007,251, $918,792, and
$852,928, respectively. Dr. Henry J. Gailliot, an officer of Federated
Research, the adviser to the Trust, holds approximately 20% of the
outstanding common stock and serves as a director of Commercial Data
Services, Inc., a company which provides computer processing services to
Federated Administrative Services.
Custodian and Portfolio Recordkeeper. State Street Bank and Trust
Company, Boston, Massachusetts is custodian for the securities and cash of
the Trust. It also provides certain accounting and recordkeeping services
with respect to the Trust's portfolio investments.
Transfer Agent. As transfer agent, Federated Services Company maintains
all necessary shareholder records. For its services, the transfer agent
receives a fee based upon the size, type, and number of accounts and
transactions made by shareholders.
Federated Services Company also maintains the Trust's accounting records.
The fee paid for this service is based upon the level of the Trust's
average net assets for the period plus out-of-pocket expenses.
Shareholder Services Plan
This arrangement permits the payment of fees to Federated Shareholder
Services and financial institutions to cause services to be provided which
are necessary for the maintenance of shareholder accounts and to encourage
personal services to shareholders by a representative who has knowledge of
the shareholder's particular circumstances and goals. These activities and
services may include, but are not limited to: providing office space,
equipment, telephone facilities, and various clerical, supervisory,
computer, and other personnel as necessary or beneficial to establish and
maintain shareholder accounts and records; processing purchase and
redemption transactions and automatic investments of client account cash
balance; answering routine client inquiries; and assisting clients in
changing dividend options, account designations, and addresses. By
adopting the Shareholder Services Plan, the Board of Trustees expects that
the Trust will benefit by: (1) providing personal services to shareholders;
(2) investing shareholder assets with a minimum of delay and administrative
detail; (3) enhancing shareholder recordkeeping systems; and (4) responding
promptly to shareholders' requests and inquiries concerning their accounts.
For the fiscal period ending November 30, 1994, payment in the amount of
$532,465 was made pursuant to the Shareholder Services Plan.
Determining Net Asset Value
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.
Accordingly, 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 Trust computed by dividing the annualized daily income on the
Trust'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
opposite may be true.
The Trust's use of the amortized cost method of valuing portfolio
instruments depends on its compliance with certain conditions in Rule 2a-7
(the "Rule") promulgated by the Securities and Exchange Commission 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
Trust's investment objective. The 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 0.5 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.
Redemption in Kind
The Trust is obligated to redeem shares solely in cash up to $250,000 or 1%
of the Trust's net asset value, whichever is less, for any one shareholder
within a 90-day period. Any redemption beyond this amount will also be in
cash unless the Trustees determine that further payments should be in kind.
In such cases, the Trust will pay all or a portion of the remainder of the
redemption in portfolio instruments valued in the same way as the Trust
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 who sell these securities could receive less than the
redemption value and could incur certain transaction costs.
The Trust's Tax Status
To qualify for the special tax treatment afforded to regulated investment
companies, the Trust 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.
Performance Information
Performance depends upon such variables as: portfolio quality; average
portfolio maturity; type of instruments in which the portfolio is invested;
changes in interest rates; changes in expenses; and the relative amount of
cash flow. To the extent that financial institutions and broker/dealers
charge fees in connection with services provided in conjunction with an
investment in shares of the Trust, the performance will be reduced for
those shareholders paying those fees.
Yield
The Trust calculates its yield 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.
The Trust's yield for the seven-day period ended November 30, 1994, was
5.15%.
Effective Yield
The Trust calculates its effective yield by compounding the unannualized
base period return by: adding 1 to the base period return; raising the sum
to the 365/7th power; and subtracting 1 from the result.
The Trust's effective yield for the seven-day period ended November 30,
1994, was 5.29%.
Total Return
Average annual total return is the average compounded rate of return for a
given period that would equate a $1,000 initial investment to the ending
redeemable value of that investment. The ending redeemable value is
computed by multiplying the number of shares owned at the end of the period
by the net asset value per share at the end of the period. The number of
shares owned at the end of the period is based on the number of shares
purchased at the beginning of the period with $1,000, adjusted over the
period by any additional shares, assuming the monthly reinvestment of all
dividends and distributions.
Performance Comparisons
Investors may use financial publications and/or indices to obtain a more
complete view of the Trust's performance. When comparing performance,
investors should consider all relevant factors such as the composition of
any index used, prevailing market conditions, portfolio compositions of
other funds, and methods used to value portfolio securities and compute
offering price. The financial publications and/or indices which the Trust
uses in advertising may include:
o Lipper Analytical Services, Inc. ranks funds in various fund
categories based on total return, which assumes the reinvestment of
all income dividends and capital gains distributions, if any.
o Donoghue's Money Fund Report publishes annualized yields of money
market funds weekly. Donoghue's Money Market Insight publication
reports monthly and 12-month-to-date investment results for the same
money funds.
o Money, a monthly magazine, regularly ranks money market funds in
various categories based on the latest available seven-day effective
yield.
o 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.
898331103
8010415B (1/95)
PART C. OTHER INFORMATION.
Item 24. Financial Statements and Exhibits:
(a) Financial Statements (Filed in Part A);
(b) Exhibits:
(1) (i) Conformed Copy of Declaration of Trust of the
Registrant;+
(ii) Conformed Copy of Amendment No. 1 to the
Declaration of Trust;+
(2) Copy of By-Laws of the Registrant including
amendments 1 through 5;+
(3) Not applicable;
(4) Conformed Copy of Specimen Certificate for Shares of
Beneficial Interest of the Registrant;+
(5) Conformed Copy of Investment Advisory Contract of the
Registrant;+
(6) Conformed Copy of Distributor's Contract of the
Registrant;+
(7) Not applicable;
(8) Conformed Copy of Custodian Agreement of the
Registrant;+
(9) (i) Conformed Copy of Portfolio Accounting and
Shareholder Recordkeeping Agreement of the
Registrant;+
(ii) Conformed Copy of Administrative Services
Agreement;+
(iii) Conformed Copy of Shareholder Services
Agreement;+
(iv) Conformed Copy of Shareholder Services Plan;+
(v) Copy of Shareholder Services Sub-Contract;+
(10) Conformed Copy of Opinion and Consent of Counsel as
to the Legality of the Securities being
Registered;+
(11) Conformed Copy of Consent of Independent Auditors;+
(12) Not applicable;
(13) Conformed Copy of Initial Capital Understanding;+
(14) Not applicable;
(15) Not applicable;
(16) Copy of Schedule For Computation of Yield
Calculation;+
(17) Copy of Financial Data Schedule of the Registrant;+
(18) Not applicable;
(19) Conformed Copy of Power of Attorney;+
+ All exhibits have been filed electronically.
Item 25. Persons Controlled by or Under Common Control with Registrant:
None
Item 26. Number of Holders of Securities:
Shares of Beneficial Interest Number of Record Holders
(no par value) as of January 10, 1995
2,402
Item 27. Indemnification: (1.)
Item 28. Business and Other Connections of Investment Adviser:
(a) For a description of the other business of the investment
adviser, see the section entitled "Trust Information -
Management of the Trust" in Part A. The affiliations with the
Registrant of four of the Trustees and one of the Officers of
the investment adviser are included in Part B of this
Registration Statement under "Trust for Short-Term U.S.
Government Securities Management" The remaining Trustee of the
investment adviser, his position with the investment adviser,
and, in parentheses, his principal occupation is: Mark D.
Olson, (Partner, Wilson, Halbrook & Bayard), 107 W. Market
Street, Georgetown, Delaware 19947.
The remaining Officers of the investment adviser are: William
D. Dawson, J. Thomas Madden, and Mark L. Mallon, Executive Vice
Presidents; Henry J. Gailliot, Senior Vice President-Economist;
Peter R. Anderson, Gary J. Madich, and J. Alan Minteer, Senior
Vice Presidents; J. Scott Albrecht, Randall A. Bauer, Jonathan
C. Conley, Deborah A. Cunningham, Michael P. Donnelly, Mark
Durbiano, Kathleen M. Foody-Malus, Thomas M. Franks, Jeff A.
Kozemchak, Marian R. Marinack, Gregory M. Melvin, Susan M.
Nason, Mary Jo Ochson, Robert J. Ostrowski, Frederick L.
Plautz, Jr., Charles A. Ritter, James D. Roberge, and
Christopher H. Wiles, Vice Presidents. The business address of
each of the Officers of the investment adviser is Federated
Investors Tower, Pittsburgh, PA 15222-3779. These individuals
are also officers of a majority of the investment advisers to
the Funds listed in Part B of this Registration Statement under
"Federated Funds."
1. Response is incorporated by reference to Registrants Post-Effective
Amendment No. 44 filed on Form N-1A January 25, 1991. (File No. 2-54929
and 811-2602)
Item 29. Principal Underwriters:
(a) Federated Securities Corp., the Distributor for shares of the
Registrant, also acts as principal underwriter for the
following open-end investment companies: Alexander Hamilton
Funds; American Leaders Fund, Inc.; Annuity Management Series;
Arrow Funds; Automated Cash Management Trust; Automated
Government Money Trust; BayFunds; The Biltmore Funds; The
Biltmore Municipal Funds; California Municipal Cash Trust; Cash
Trust Series, Inc.; Cash Trust Series II; DG Investor Series;
Edward D. Jones & Co. Daily Passport Cash Trust; Federated ARMs
Fund; Federated Exchange Fund, Ltd.; Federated GNMA Trust;
Federated Government Trust; Federated Growth Trust; Federated
High Yield Trust; Federated Income Securities Trust; Federated
Income Trust; Federated Index Trust; Federated Institutional
Trust; Federated Intermediate Government Trust; Federated
Master Trust; Federated Municipal Trust; Federated Short-
Intermediate Government Trust; Federated Short-Term U.S.
Government Trust; Federated Stock Trust; Federated Tax-Free
Trust; Federated U.S. Government Bond Fund; First Priority
Funds; First Union Funds; Fixed Income Securities, Inc.;
Fortress Adjustable Rate U.S. Government Fund, Inc.; Fortress
Municipal Income Fund, Inc.; Fortress Utility Fund, Inc.;
Fountain Square Funds; Fund for U.S. Government Securities,
Inc.; Government Income Securities, Inc.; High Yield Cash
Trust; Independence One Mutual Funds; Insight Institutional
Series, Inc.; Insurance Management Series; Intermediate
Municipal Trust; International Series Inc.; Investment Series
Funds, Inc.; Investment Series Trust; Liberty Equity Income
Fund, Inc.; Liberty High Income Bond Fund, Inc.; Liberty
Municipal Securities Fund, Inc.; Liberty U.S. Government Money
Market Trust; Liberty Utility Fund, Inc.; Liquid Cash Trust;
Managed Series Trust; Marshall Funds, Inc.; Money Market
Management, Inc.; The Medalist Funds; Money Market Obligations
Trust; Money Market Trust; The Monitor Funds; Municipal
Securities Income Trust; New York Municipal Cash Trust; 111
Corcoran Funds; Peachtree Funds; The Planters Funds; Portage
Funds; RIMCO Monument Funds; The Shawmut Funds; Short-Term
Municipal Trust; 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 U.S. Treasury Obligations; Vision Fiduciary Funds,
Inc.; Vision Group of Funds, Inc.; and World Investment Series,
Inc.
Federated Securities Corp. also acts as principal underwriter
for the following closed-end investment company: Liberty Term
Trust, Inc.- 1999.
(b)
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With Registrant
Richard B. Fisher Director, Chairman, Chief Vice President
Federated Investors Tower Executive Officer, Chief
Pittsburgh, PA 15222-3779 Operating Officer, and
Asst. Treasurer, Federated
Securities Corp.
Edward C. Gonzales Director, Executive Vice Vice President and
Federated Investors Tower President, and Treasurer, 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 B. Fisher President-Institutional Sales, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James F. Getz President-Broker/Dealer, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark R. Gensheimer Executive Vice President of --
Federated Investors Tower Bank/Trust
Pittsburgh, PA 15222-3779 Federated Securities Corp.
Mark W. Bloss Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Theodore Fadool, Jr. Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Bryant R. Fisher Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Christopher T. Fives Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James S. Hamilton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James M. Heaton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
H. Joseph Kennedy Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Keith Nixon Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Timothy C. Pillion Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard W. Boyd Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jane E. Broeren-Lambesis Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mary J. Combs Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
R. Edmond Connell, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Laura M. Deger Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jill Ehrenfeld Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark D. Fisher Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Michael D. Fitzgerald Vice President,
Federated Investors Tower Federated Securities Corp. --
Pittsburgh, PA 15222-3779
Joseph D. Gibbons Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
David C. Glabicki Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard C. Gonzales Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Scott A. Hutton Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William J. Kerns Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William E. Kugler Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Dennis M. Laffey Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Francis J. Matten, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark J. Miehl Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard C. Mihm Vice President,
Federated Investors Tower Federated Securities Corp. --
Pittsburgh, PA 15222-3779
J. Michael Miller Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
R. Jeffrey Niss Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Michael P. O'Brien Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Robert D. Oehlschlager Vice President,
Federated Investors Tower Federated Securities Corp. --
Pittsburgh, PA 15222-3779
Solon A. Person, IV Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Robert F. Phillips Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Eugene B. Reed Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Paul V. Riordan Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Charles A. Robison Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
David W. Spears Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jeffrey A. Stewart Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Thomas E. Territ Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jamie M. Teschner Vice President,
Federated Investors Tower Federated Securities Corp. --
Pittsburgh, PA 15222-3779
William C. Tustin Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard B. Watts Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Philip C. Hetzel Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Ernest L. Linane Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
S. Elliott Cohan Secretary, Federated Assistant
Federated Investors Tower Securities Corp. Secretary
Pittsburgh, PA 15222-3779
(c) Not applicable.
Item 30. Location of Accounts and Records:
All accounts and records required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and Rules 31a-1 through 31a-3 promulgated
thereunder are maintained at one of the following locations:
Registrant Federated Investors Tower
Pittsburgh, PA 15222-3779
Federated Services Company Federated Investors Tower
("Transfer Agent, Dividend Pittsburgh, PA 15222-3779
Disbursing Agent")
Federated Administrative Services Federated Investors Tower
("Administrator") Pittsburgh, PA 15222-3779
Federated Research Federated Investors Tower
("Adviser") Pittsburgh, PA 15222-3779
State Street Bank and Trust Company P.O. Box 8604
("Custodian") Boston, MA 02266-8604
Item 31. Management Services: Not applicable.
Item 32. Undertakings:
Registrant hereby undertakes to comply with the provisions of
Section 16(c) of the 1940 Act with respect to the removal of
Trustees and the calling of special shareholder meetings by
shareholders.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, TRUST FOR SHORT-TERM U.S.
GOVERNMENT SECURITIES, 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 23rd day of January, 1995.
TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES
BY: /s/Robert C. Rosselot
Robert C. Rosselot, Assistant Secretary
Attorney in Fact for John F. Donahue
January 23, 1995
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to its Registration Statement has been signed below by the
following person in the capacity and on the date indicated:
NAME TITLE DATE
By: /s/Robert C. Rosselot
Robert C. Rosselot Attorney In Fact January 23,1995
ASSISTANT SECRETARY For the Persons
Listed Below
NAME TITLE
John F. Donahue* Chairman and Trustee
(Chief Executive Officer)
Glen R. Johnson* President
Edward C. Gonzales* Vice President and Treasurer
(Principal Financial and
Accounting Officer)
Thomas G. Bigley* Trustee
William J. Copeland* Trustee
James E. Dowd* Trustee
Lawrence D. Ellis, M.D.* Trustee
Edward L. Flaherty, Jr.* Trustee
Gregor F. Meyer* Trustee
Wesley W. Posvar* Trustee
Marjorie P. Smuts* Trustee
Peter E. Madden* Trustee
John T. Conroy, Jr.* Trustee
* By Power of Attorney
Exhibit 11 under Form N-1A
Exhibit 23 under Item 601/Reg. S-K
INDEPENDENT AUDITORS' CONSENT
To the Board of Trustees of
Trust for Short-Term U.S. Government Securities:
We consent as to the use in the Post-Effective Amendment No. 52 to
Registration Statement (No. 2-54929) of Trust for Short-Term U.S.
Government Securities of our report dated January 17, 1995, appearing in
the Prospectus, which is a part of such Registration Statement, and to
the reference to us under the heading "Financial Highlights" in such
Prospectus.
DELIOTTE & TOUCHE LLP
Pittsburgh, Pennsylvania
January 20, 1995
Exhibit 19 under Form N-1A
Exhibit 24 under Item 601/Reg. S-K
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints the Secretary and Assistant Secretary of TRUST FOR SHORT-TERM
U.S. GOVERNMENT SECURITIES and the Assistant General Counsel of
Federated Investors, and each of them, their true and lawful attorneys-
in-fact and agents, with full power of substitution and resubstitution
for them and in their names, place and stead, in any and all capacities,
to sign any and all documents to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, the
Securities Exchange Act of 1934 and the Investment Company Act of 1940,
by means of the Securities and Exchange Commission's electronic
disclosure system known as EDGAR; and to file the same, with all
exhibits thereto and other documents in connection thterewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to sign and
perform each and every act and thing requisite and necessary to be done
in connection thereiwth, as fully to all intents and purposes as each of
them might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
SIGNATURES TITLE DATE
/s/ John F. Donahue Chairman January 16,
1995
John F. Donahue (Chief Executive Officer)
and Trustee
/s/ Glen R. Johnson President January 16,
1995
Glen R. Johnson
/s/ Edward C. Gonzales Vice President & Treasurer January 16,
1995
Edward C. Gonzales (Principal Financial and
Accounting Officer)
/s/ Thomas G. Bigley Trustee January 16,
1995
Thomas G. Bigley
/s/ John T. Conroy, Jr. Trustee January 16,
1995
John T. Conroy, Jr.
/s/ William J. Copeland Trustee January 16,
1995
William J. Copeland
/s/ James E. Dowd Trustee January 16,
1995
James E. Dowd
/s/ Lawrence D. Ellis, M.D. Trustee
January 16, 1995
Lawrence D. Ellis, M.D.
/s/ Edward L. Flaherty, Jr. Trustee
January 16, 1995
Edward L. Flaherty, Jr.
/s/ Peter E. Madden Trustee January 16,
1995
Peter E. Madden
/s/ Gregor F. Meyer Trustee January 16,
1995
Gregor F. Meyer
/s/ Marjorie P. Smuts Trustee January 16,
1995
Marjorie P. Smuts
/s/ Wesley W. Posvar Trustee January 16,
1995
Wesley W. Posvar
Sworn to and subscribed before me this 16th day of January, 1995.
/s/ Marie M. Hamm
Notary Public
-1-
Exhibit 1(i) under Form N-1A
Exhibit 3(a) under Item 601/Reg. S-K
SHORT-TERM U.S. GOVERNMENT SECURITIES TRUST
DECLARATION OF TRUST
Dated October 30, 1975
DECLARATION OF TRUST made October 30, 1975, by John F. Donahue,
Richard B. Fisher, J. Joseph Maloney, Jr., Wesley W. Posvar, Edward E.
Smuts, Thomas J. Donnelly, Glen R. Johnson, Gregor F. Meyer, and Edward
L. Flaherty, Jr.
WHEREAS, the Trustees desire to establish a trust fund for the
investment and reinvestment of funds contributed thereto;
NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust fund hereunder shall be held and managed under
this Declaration of Trust IN TRUST as herein set forth below.
ARTICLE I
NAMES AND DEFINITIONS
Section 1. Name. This Trust shall be known as the "Short-Term
U.S. Government Securities Trust."
Section 2. Definitions. Wherever used herein, unless otherwise
required by the context or specifically provided:
(a) The terms "Affiliated Person," "Assignment,"
"Commission," "Interested Person," "Majority Shareholder Vote"
(the 67% or 50% requirement of the third sentence of Section
2(a)(42) of the 1940 Act, whichever may be applicable) and
"Principal Underwriter" shall have the meanings given them in the
Investment Company Act of 1940, as amended from time to time;
(b) The "Trust" refers to Short-Term U.S. Government
Securities Trust;
(c) "Accumulated Net Income" means the accumulated net
income of the Trust determined in the manner provided or
authorized in Article X, Section 3;
(d) "Shareholder" means a record owner of Shares of the
Trust;
(e) The "Trustees" refer to the individual Trustees in
their capacity as Trustees hereunder of the Trust and their
successor or successors for the time being in office as such
Trustees;
(f) "Shares" means the equal proportionate units of
interest into which the beneficial interest in the Trust shall be
divided from time to time and includes fractions of Shares as well
as whole Shares; and
(g) The "1940 Act" refers to the Investment Company Act of
1940, as amended from time to time.
ARTICLE II
PURPOSE OF TRUST
The purpose of this Trust is to provide investors a continuous
source of managed investments primarily in securities.
ARTICLE III
BENEFICIAL INTEREST
Section 1. Shares of Beneficial Interest. The beneficial
interest in the Trust shall at all times be divided into transferable
Shares, without par value. each of which shall represent an equal
proportionate interest in the Trust with each other Share outstanding,
none having priority or preference over another. The number of Shares
which may be issued is unlimited. The Trustees may from time to time
divide or combine the outstanding Shares into a greater or lesser number
without thereby changing the proportionate beneficial interest in the
Trust. Contributions to the Trust may be accepted for, and Shares shall
be redeemed as, whole Shares and/or fractions.
Section 2. Ownership of Shares. The ownership of Shares shall be
recorded in the books of the Trust or a transfer agent. The Trustees
may make such rules as they consider appropriate for the transfer of
shares and similar matters. The record books of the Trust or any
transfer agent, as the case may be, shall be conclusive as to who are
the holders of Shares and as to the number of Shares held from time to
time by each.
Section 3. Investment in the Trust. The Trustees shall accept
investments in the Trust from such persons and on such terms as they may
from time to time authorize. After the date of the initial contribution
of capital (which shall occur prior to the initial public offering of
Shares of the Trust), the number of Shares to represent the initial
contribution shall be considered as outstanding and the amount received
by the Trustees on account of the contribution shall be treated as an
asset of the Trust. Subsequent to such initial contribution of capital,
Shares (including Shares which may have been redeemed or repurchased by
the Trust) may be issued or sold at a price which will net the Trust,
before paying any taxes in connection with such issue or sale, not less
than the net asset value (as defined in Article X, Section 4) thereof;
provided, however, that the Trustees may in their discretion impose a
sales charge upon investments in the Trust.
Section 4. No Pre-emptive Rights. Shareholders shall have no pre-
emptive or other right to subscribe to any additional Shares or other
securities issued by the Trust or the Trustees.
Section 5. Limitation of Personal Liability. The Trustees shall
have no power to bind any Shareholder personally or to call upon any
Shareholder for the payment of any sum of money or assessment whatsoever
other than such as the Shareholder may at any time personally agree to
pay by way of subscription to any shares or otherwise. Every note,
bond, contract or other undertaking issued by or on behalf of the Trust
or the Trustees relating to the Trust shall include a recitation
limiting the obligation represented thereby to the Trust and its assets
(but the omission of such a recitation shall not operate to bind any
Shareholder).
ARTICLE IV
THE TRUSTEES
Section 1. Management of the Trust. The business and affairs of
the Trust shall be managed by the Trustees, and they shall have all
powers necessary and desirable to carry out that responsibility. The
Trustees who shall serve until the election of Trustees at the 1976
Meeting of Shareholders shall be John F. Donahue, Richard B. Fisher, J.
Joseph Maloney, Jr., Wesley W. Posvar, Edward E. Smuts, Thomas J.
Donnelly, Glen R. Johnson, Gregor F. Meyer, and Edward F. Flaherty, Jr.
Section 2. Election of Trustees at 1976 Meeting of Shareholders.
In the year 1976, on a date fixed by the Trustees, which shall be
subsequent to the initial public offering of Shares of the Trust, the
Shareholders shall elect Trustees. The number of Trustees shall be
determined by the Trustees pursuant to Article IV, Section 6.
Section 3. Term of Office of Trustees. The Trustees shall hold
office during the lifetime of this Trust, and until its termination as
hereinafter provided; except (a) that any Trustee may resign his trust
by written instrument signed by him and delivered to the other Trustees,
which shall take effect upon such delivery or upon such later date as is
specified therein; (b) that any Trustee may be removed at any time by
written instrument signed by at least two-thirds of the number of
Trustees prior to such removal, specifying the date when such removal
shall become effective; (c) that any Trustee who requests in writing to
be retired or who has become mentally or physically incapacitated may be
retired by written instrument signed by a majority of the other
Trustees, specifying the date of his retirement; and (d) a Trustee may
be removed at any special meeting of Shareholders of the Trust by a vote
of two-thirds of the outstanding Shares.
Section 4. Termination of Service and Appointment of Trustees.
In case of the death, resignation, retirement, removal or mental or
physical incapacity of any of the Trustees, or in case a vacancy shall,
by reason of an increase in number, or for any other reason, exist, the
remaining Trustees shall fill such vacancy by appointing such other
person as they in their discretion shall see fit. Such appointment
shall be effected by the signing of a written instrument by a majority
of the Trustees in office. Within three months of such appointment, the
Trustees shall cause notice of such appointment to be mailed to each
Shareholder at his address as recorded on the books of the Trust. An
appointment of a Trustee may be made by the Trustees then in office and
notice thereof mailed to Shareholders as aforesaid in anticipation of a
vacancy to occur by reason of retirement, resignation or increase in
number of Trustees effective at a later date, provided that said
appointment shall become effective only at or after the effective date
of said retirement, resignation or increase in number of Trustees. As
soon as any Trustee so appointed shall have accepted this Trust, the
trust estate shall vest in the new Trustee or Trustees, together with
the continuing Trustees, without any further act or conveyance, and he
shall be deemed a Trustee hereunder. Any appointment authorized by this
Section 4 is subject to the provisions of Section 16(a) of the 1940 Act.
Section 5. Temporary Absence of Trustee. Any Trustee may, by
power of attorney, delegate his power for a period not exceeding six
months at any one time to any other Trustee or Trustees, provided that
in no case shall less than two of the Trustees personally exercise the
other powers hereunder except as herein otherwise expressly provided.
Section 6. Number of Trustees. The number of Trustees, not less
than three (3) nor more than twenty (20) serving hereunder at any time
shall be determined by the Trustees themselves.
Whenever a vacancy in the Board of Trustees shall occur, until
such vacancy is filled or while any Trustee is absent from the
Commonwealth of Massachusetts or, if not a domiciliary of Massachusetts,
is absent from his state of domicile, or is physically or mentally
incapacitated, the other Trustees shall have all the powers hereunder
and the certificate signed by a majority of the other Trustees of such
vacancy, absence or incapacity, shall be conclusive, provided, however,
that no vacancy which reduces the number of Trustees below three (3)
shall remain unfilled for a period longer than six calendar months.
Section 7 Effect of Death, Resignation, etc. of a Trustee. The
death, resignation, retirement, removal, or mental or physical
incapacity of the Trustees, or any one of them, shall not operate to
annul the Trust or to revoke any existing agency created pursuant to the
terms of this Declaration of Trust.
Section 8. Ownership of the Trust. The assets of the Trust
shall be held separate and apart from any assets now or hereafter held
in any capacity other than as Trustee hereunder by the Trustees or any
successor Trustee. All of the assets of the Trust shall at all times be
considered as vested in the Trustees. No Shareholder shall be deemed to
have a severable ownership in any individual asset of the Trust or any
right of partition or possession thereof, but each Shareholder shall
have a proportionate undivided beneficial interest in the Trust.
ARTICLE V
POWERS OF THE TRUSTEES
Section 1. Powers. The Trustees in all instances shall act as
principals, and are and shall be free from the control of the
Shareholders. The Trustees shall have full power and authority to do
any and all acts and to make and execute any and all contracts and
instruments that they may consider necessary or appropriate in
connection with the management of the Trust. The Trustees shall not be
bound or limited by present or future laws or customs in regard to trust
investments, but shall have full authority and power to make any and all
investments which they, in their uncontrolled discretion, shall deem
proper to accomplish the purpose of this Trust. Without limiting the
foregoing, the Trustees shall have the following specific powers and
authority, subject to any applicable limitation in this Declaration of
Trust or in the By-Laws of the Trust.
(a) To buy, and invest funds in their hands in, securities
including, but not limited to, common stocks, preferred stocks,
bonds, debentures, warrants and rights to purchase securities,
certificates of beneficial interest, money market instruments,
notes or other evidences of indebtedness issued by corporations,
trusts or associations, domestic or foreign, or issued or
guaranteed by the United States of America or any agency or
instrumentality thereof, by the government of any foreign country,
by any State of the United States, or by any political subdivision
or agency or instrumentality of any State or foreign country, or
in "when-issued" or "delayed-delivery" contracts for any such
securities, or in any repurchase agreement (agreements under which
the seller agrees at the time of sale to repurchase the security
at an agreed time and price), or retain Trust assets in cash, and
from time to time change the investments of the assets of the
Trust;
(b) To adopt By-Laws not inconsistent with the Declaration
of Trust providing for the conduct of the business of the Trust
and to amend and repeal them to the extent that they do not
reserve that right to the Shareholders;
(c) To Elect and remove such officers and appoint and
terminate such agents as they consider appropriate;
(d) To appoint or otherwise engage a bank or trust company
as custodian of any assets of the Trust subject to any conditions
set forth in this Declaration of Trust or in the By-Laws;
(e) To appoint or otherwise engage transfer agents,
dividend disbursing agents, Shareholder servicing agents,
investment advisers, sub-investment advisers, principal
underwriters, administrative service agents, and such other agents
as the Trustees may from time to time appoint or otherwise engage;
(f) To provide for the distribution of interests of the
Trust either through a principal underwriter in the manner
hereinafter provided for or by the Trust itself, or both;
(g) To set record dates in the manner hereinafter provided
for;
(h) To delegate such authority as they consider desirable
to a committee or committees composed of Trustees, including
without limitation, an Executive Committee, or to any officers of
the Trust and to any agent, custodian or underwriter;
(i) To sell or exchange any or all of the assets of the
Trust, subject to the provisions of Article XII, Section 4(b)
hereof;
(j) To vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities or property;
and to execute and deliver powers of attorney to such person or
persons as the Trustees shall deem proper, granting to such person
or persons such power and discretion with relation to securities
or property as the Trustees shall deem proper;
(k) To exercise powers and rights of subscription or
otherwise which in any manner arise out of ownership of
securities;
(l) To hold any security or property in a form not
indicating any trust, whether in bearer, unregistered or other
negotiable form; or either in its own name or in the name of a
custodian or a nominee or nominees, subject in either case to
proper safeguards according to the usual practice of Massachusetts
trust companies or investment companies;
(m) To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or
concern, any security of which is held in the Trust; to consent to
any contract, lease, mortgage, purchase, or sale of property by
such corporation or concern, and to pay calls or subscriptions
with respect to any security held in the Trust;
(n) To engage in and to prosecute, compound, compromise,
abandon, or adjust, by arbitration, or otherwise, any actions,
suits, proceedings, disputes, claims, demands, and things relating
to the Trust, and out of the assets of the Trust to pay, or to
satisfy, any debts, claims or expenses incurred in connection
therewith, including those of litigation, upon any evidence that
the Trustees may deem sufficient (such powers shall include
without limitation any actions, suits, proceedings, disputes,
claims, demands and things relating to the Trust wherein any of
the Trustees may be named individually and the subject matter of
which arises by reason of business for or on behalf of the Trust);
(o) To make distributions of income and of capital gains
to Shareholders in the manner hereinafter provided for;
(p) To borrow money but only as a temporary measure for
extraordinary or emergency purposes and then (a) only in amounts
not in excess of 5% of the value of its total assets or (b) in any
amount up to one-third of the value of its total assets, including
the amount borrowed, in order to meet redemption requests without
immediately selling any portfolio securities. The Trustees shall
not pledge, mortgage or hypothecate the assets of the Trust.
(q) From time to time to issue and sell the Shares of the
Trust either for cash or for property whenever and in such amounts
as the Trustee may deem desirable, but subject to the limitation
set forth in Section 3 of Article III.
(r) To purchase insurance of any kind, including, without
limitation, insurance on behalf of any person who is or was a
Trustee, Officer, employee or agent of the Trust, or is or was
serving at the request of the Trust as a Trustee, Director,
Officer, agent or employee of another corporation, partnership,
joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity or
arising out of his status as such.
No one dealing with the Trustees shall be under any
obligation to make any inquiry concerning the authority of the Trustees,
or to see to the application of any payments made or property
transferred to the Trustees or upon their order.
Section 2. Principal Transactions. The Trustees shall not on
behalf of the Trust buy any securities (other than Shares of the Trust)
from or sell any securities (other than Shares of the Trust) to, or lend
any assets of the Trust to, any Trustee or officer of the Trust or any
firm of which any such Trustee or officer is a member acting as
principal unless authorized by the 1940 Act, but the Trust may employ
any such other party or any such person or firm or company in which any
such person is interested in any capacity not prohibited by the 1940
Act.
Section 3. Trustees and Officers as Shareholders. Any Trustee,
officer or other agent of the Trust may acquire, own and dispose of
shares of the Trust to the same extent as if he were not a Trustee,
officer or agent; and the Trustees may issue and sell or cause to be
issued or sold Shares of the Trust to and buy such Shares from any such
person or any firm or company in which he is interested, subject only to
the general limitations herein contained as to the sale and purchase of
such Shares; and all subject to any restrictions which may be contained
in the By-Laws.
Section 4. Parties to Contract. The Trustee may enter into any
contract of the character described in Section 1, 2, 3, or 4 of Article
VII or in Article IX hereof or any other capacity not prohibited by the
1940 Act with any corporation, firm, trust or association, although one
or more of the shareholders, Trustees, officers, employees or agents of
the Trust or their affiliates may be an officer, director, Trustee,
shareholder or interested person of such other party to the contract,
and no such contract shall be invalidated or rendered voidable by reason
of the existence of any such relationship, nor shall any person holding
such relationship be liable merely by reason of such relationship for
any loss or expense to the Trust under or by reason of said contract or
accountable for any profit realized directly or indirectly therefrom, in
the absence of actual fraud. The same person (including a firm,
corporation, trust or association) may be the other party to contracts
entered into pursuant to Sections 1, 2, 3 and 4 of Article VII or
Article IX or any other capacity deemed legal under the 1940 Act, and
any individual may be financially interested or otherwise interested in
persons who are parties to any or all of the contracts mentioned in this
Section 4.
ARTICLE VI
TRUSTEES' EXPENSES AND COMPENSATION
Section 1. Trustee Reimbursement. The Trustees shall be
reimbursed from the Trust estate for all of their expenses and
disbursements, including, without limitation, expenses of organizing the
Trust and continuing its existence; fees and expenses of Trustees and
Officers of the Trust; fees for investment advisory services,
administrative services and principal underwriting services provided for
in Article VII, Sections 1, 2 and 3; fees and expenses of preparing and
printing its Registration Statements under the Securities Act of 1933
and the Investment Company Act of 1940 and any amendments thereto;
expenses of registering and qualifying the Trust and its shares under
federal and state laws and regulations; expenses of preparing, printing
and distributing prospectuses and any amendments thereof sent to
shareholders, underwriters, broker-dealers and to investors who may be
considering the purchase of shares; expenses of registering, licensing
or other authorization of the Trust as a broker-dealer and of its
Officers as agents and salesmen under federal and state laws and
regulations; interest expense, taxes, fees and commissions of every
kind; expenses of issue (including cost of stock certificates),
repurchase and redemption of shares, including expenses attributable to
a program of periodic issue; charges and expenses of custodians,
transfer agents, dividend disbursing agents, shareholder servicing
agents and registrars; printing and mailing costs; auditing, accounting
and legal expenses; reports to shareholders and governmental officers
and commissions; expenses of meetings of shareholders and proxy
solicitations therefor; insurance expenses; association membership dues
and nonrecurring items as may arise, including all losses and
liabilities by them incurred in administering the Trust, including
expenses incurred in connection with litigation, proceedings and claims
and the obligations of the Trust under Article XI, Sections 2 and 3
hereof to indemnify its Trustees, Officers, employees, shareholders and
agents, and for the payment of such expenses, disbursements, losses and
liabilities, the Trustees shall have a lien on the Trust estate prior to
any rights or interests of the Shareholders thereto. This section shall
not preclude the Trust from directly paying any of the aforementioned
fees and expenses.
Section 2. Trustee Compensation. The Trustees shall be entitled
to compensation from the Trust for their respective services as
Trustees, to be determined from time to time by vote of the Trustees,
and the Trustees shall also determine the compensation of all officers,
consultants and agents whom they may elect or appoint. The Trust may
pay any Trustee or any corporation, firm, trust or association with
which a Trustee is affiliated for services rendered to the Trust in any
capacity not prohibited by the 1940 Act, and such payments shall not be
deemed compensation for services as a Trustee under the first sentence
of this Section 2 of Article VI.
ARTICLE VII
INVESTMENT ADVISER, ADMINISTRATIVE SERVICES,
PRINCIPAL UNDERWRITER AND TRANSFER AGENT
Section 1. Investment Adviser. Subject to a Majority
Shareholder vote, the Trustees may in their discretion from time to time
enter into an investment advisory contract whereby the other party to
such contract shall undertake to furnish the Trustees investment
advisory services upon such terms and conditions and for such
compensation as the Trustees may in their discretion determine. Subject
to a Majority Shareholder vote, the investment adviser may enter into a
sub-investment advisory contract to receive investment advice,
statistical and factual information from the sub-investment adviser upon
such terms and conditions and for such compensation as the Trustees may
in their discretion agree to. Notwithstanding any provisions of this
Declaration of Trust, the Trustees may authorize the investment adviser
or sub-investment adviser or any person furnishing administrative
personnel and services as set forth in Article VII, Section 2 (subject
to such general or specific instructions as the Trustees may from time
to time adopt) to effect purchases, sales or exchanges of portfolio
securities of the Trust on behalf of the Trustees or may authorize any
officer or Trustee to effect such purchases, sales, or exchanges
pursuant to recommendations of the investment adviser (and all without
further action by the Trustees). Any such purchases, sales and
exchanges shall be deemed to have been authorized by the Trustees. The
Trustees may also authorize the investment adviser to determine what
firms shall be employed to effect transactions in securities for the
account of the Trust and to determine what firms shall participate in
any such transactions or shall share in commissions or fees charged in
connection with such transactions.
Section 2. Administrative Services. The Trustees may in their
discretion from time to time contract for administrative personnel and
services whereby the other party shall agree to provide the Trustees
administrative personnel and services to operate the Trust on a daily
basis, on such terms and conditions as the Trustees may in their
discretion determine. Such services may be provided by one or more
entities.
Section 3. Principal Underwriter. The Trustees may in their
discretion from time to time enter into an exclusive or nonexclusive
contract or contracts providing for the sale of the Shares of the Trust
to net the Trust not less than the amount provided in Article III,
Section 3 hereof, whereby the Trust may either agree to sell the Shares
to the other party to the contract or appoint such other party its sales
agent for such shares. In either case, the contract shall be on such
terms and conditions as the Trustees may in their discretion determine
not inconsistent with the provisions of this Article VII; and such
contract may also provide for the repurchase or sale of Shares of the
Trust by such other party as principal or as agent of the Trust and may
provide that the other party may maintain a market for shares of the
Trust.
Section 4. Transfer Agent. The Trustees may in their discretion
from time to time enter into transfer agency and shareholder services
contracts whereby the other party shall undertake to furnish the
Trustees transfer agency and shareholder services. The contract shall
be on such terms and conditions as the Trustees may in their discretion
determine not inconsistent with the provisions of this Declaration of
Trust or of the By-Laws. Such services may be provided by one or more
entities.
Section 5. Provisions and Amendments. Any contract entered into
pursuant to Sections 1 or 3 of this Article VII shall be consistent with
and subject to the requirements of Section 15 of the 1940 Act (including
any amendments thereof or other applicable Act of Congress hereafter
enacted) with respect to its continuance in effect, its termination, and
the method of authorization and approval of such contract or renewal
thereof.
ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section 1. Voting Powers. The Shareholders shall have power to
vote (i) for the election of Trustees as provided in Article IV, Section
2; (ii) for the removal of Trustees as provided in Article IV, Section
3(d); (iii) with respect to any investment adviser or sub-investment
adviser as provided in Article VII, Section 1; (iv) with respect to the
amendment of this Declaration of Trust as provided in Article XII,
Section 7; (v) to the same extent as the shareholders of a Massachusetts
business corporation as to whether or not a court action, proceeding or
claim should be brought or maintained derivatively or as a class action
on behalf of the Trust or the Shareholders; and (vi) with respect to
such additional matters relating to the Trust as may be required by law,
by this Declaration of Trust, or the By-Laws of the Trust or any
regulation of the Trust or the Commission or any State, or as the
Trustees may consider desirable. Each whole Share shall be entitled to
one vote as to any matter on which it is entitled to vote, and each
fractional Share shall be entitled to a proportionate fractional vote.
There shall be no cumulative voting in the election of Trustees. Shares
may be voted in person or by proxy. Until Shares are issued, the
Trustees may exercise all rights of Shareholders and may take any action
required or permitted by law, this Declaration of Trust or any By-Laws
of the Trust to be taken by Shareholders.
Section 2. Meetings. A 1976 Shareholders meeting shall be held
as specified in Section 2 of Article IV at the principal office of the
Trust or such other place as the Trustees may designate. Special
meetings of the Shareholders may be called by the Trustees or the Chief
Executive Officer of the Trust and shall be called by the Trustees upon
the written request of Shareholders owning at least one-tenth of the
outstanding Shares entitled to vote. Shareholders shall be entitled to
at least fifteen days' notice of any meeting.
Section 3. Quorum and Required Vote. Except as otherwise
provided by law, to constitute a quorum for the transaction of any
business at any meeting of Shareholders there must be present, in person
or by proxy, holders of one-fourth of the total number of Shares of the
Trust then outstanding and entitled to vote at such meeting. If a
quorum, as above defined, shall not be present for the purpose of any
vote that may properly come before the meeting, the Shareholders present
in person or by proxy and entitled to vote at such meeting on such
matter holding a majority of the Shares present entitled to vote on such
matter may by vote adjourn the meeting from time to time to be held at
the same place without further notice than by announcement to be given
at the meeting until a quorum, as above defined, entitled to vote on
such matter shall be present, whereupon any such matter may be voted
upon at the meeting as though held when originally convened. Subject to
any applicable requirement of law or of this Declaration of Trust or the
By-Laws, a plurality of the votes cast shall elect a Trustee and all
other matters shall be decided by a majority of the votes cast entitled
to vote thereon.
Section 4. Additional Provisions. The By-Laws may include
further provisions for Shareholders' votes and meetings and related
matters.
ARTICLE IX
CUSTODIAN
Section 1. Appointment and Duties. The Trustees shall appoint or
otherwise engage a bank or trust company having an aggregate capital,
surplus and undivided profits (as shown in its last published report) of
at least two million dollars ($2,000,000) as custodian with authority as
its agent, but subject to such restrictions, limitations and other
requirements, if any, as may be contained in the By-Laws of the Trust;
(1) To receive and hold the securities owned by the Trust
and deliver the same upon written order;
(2) To receive and receipt for any moneys due to the Trust
and deposit the same in its own banking department or elsewhere as
the Trustees may direct; and
(3) To disburse such funds upon orders or vouchers; and
and may also employ such custodian as the agent of the Trust:
(4) To keep the books and accounts of the Trust and
furnish clerical and accounting services;
(5) To compute, if authorized to do so by the Trustees,
the Accumulated Net Income of the Trust and the net asset value of
the Shares in accordance with the provisions hereof;
all upon such basis of compensation as may be agreed upon between the
Trustees and the custodian. If so directed by a Majority Shareholder
Vote, the custodian shall deliver and pay over all the property of the
Trust held by it as specified in such vote.
The Trustees may also authorize the custodian to employ one or
more sub-custodians from time to time to perform such of the acts and
services of the custodian and upon such terms and conditions, as may be
agreed upon between the custodian and such sub-custodian and approved by
the Trustees, provided that in every case such sub-custodian shall be a
bank or trust company organized under the laws of the United States or
one of the states thereof and having an aggregate capital, surplus and
undivided profits (as shown in its last published report) of at least
two million dollars ($2,000,000).
Section 2. Central Certificate System. Subject to such rules,
regulations and orders as the Commission may adopt, the Trustees may
direct the custodian to deposit all or any part of the securities owned
by the Trust in a system for the central handling of securities
established by a national securities exchange or a national securities
association registered with the Commission under the Securities Exchange
Act of 1934, or such other person as may be permitted by the Commission,
or otherwise in accordance with the 1940 Act as from time to time
amended, pursuant to which system all securities of any particular class
or series of any issuer deposited within the system are treated as
fungible and may be transferred or pledged by bookkeeping entry without
physical delivery of such securities, provided that all such deposits
shall be subject to withdrawal only upon the order of the custodian at
the direction of the Trustees.
ARTICLE X
DISTRIBUTIONS AND REDEMPTIONS
Section 1. Distributions.
(a) The Trustees may from time to time declare and pay
dividends, and the amount of such dividends and the payment of
them shall be wholly in the discretion of the Trustees.
(b) The Trustees may, on each day Accumulated Net Income
of the Trust (as defined in Section 3 of this Article X) is
determined and is positive, declare such Accumulated Net Income as
a dividend to Shareholders of record at such time as the Trustees
shall designate, payable in additional full and fractional Shares
or in cash.
(c) The Trustees may distribute in respect of any fiscal
year as ordinary dividends and as capital gains distributions,
respectively, amounts sufficient to enable the Trust as a
regulated investment company to avoid any liability for federal
income taxes in respect of that year.
(d) The decision of the Trustees as to what, in accordance
with good accounting practice, is income and what is principal
shall be final, and except as specifically provided herein the
decision of the Trustees as to what expenses and charges of the
Trust shall be charged against principal and what against the
income shall be final. Any income not distributed in any year may
be permitted to accumulate and as long as not distributed may be
invested from time to time in the same manner as the principal
funds of the Trust.
(e) The Trustees shall have power, to the fullest extent
permitted by the laws of Massachusetts, at any time, or from time
to time, to declare and cause to be paid dividends, which
dividends, at the election of the Trustees, may be accrued,
automatically reinvested in additional Shares (or fractions
thereof) of the Trust or paid in cash or additional Shares, all
upon such terms and conditions as the Trustees may prescribe.
(f) Anything in this instrument to the contrary
notwithstanding, the Trustees may at any time declare and
distribute a "stock dividend."
Section 2. Redemptions and Repurchases.
(a) In case any Shareholder of record of the Trust at any
time desires to dispose of Shares recorded in his name, he may
deposit a written request (or such other form of request as the
Trustees may from time to time authorize) requesting that the
Trust purchase his Shares, together with such other instruments or
authorizations to effect the transfer as the Trustees may from
time to time require, at the office of the Custodian, and the
Trust shall purchase his said Shares, but only at the net asset
value of such Shares (as defined in Section 4 of this Article X)
determined by or on behalf of the Trustees next after said
deposit.
Payment for such Shares shall be made by the Trust to the
Shareholder of record within seven (7) days after the date upon
which the request (and, if required, such other instruments or
authorizations of transfer) is deposited, subject to the right of
the Trustees to postpone the date of payment pursuant to Section 5
of this Article X. If the redemption is postponed beyond the date
on which it would normally occur by reason of a declaration by the
Trustees suspending the right of redemption pursuant to Section 5
of this Article X, the right of the Shareholder to have his Shares
purchased by the Trust shall be similarly suspended, and he may
withdraw his request (or such other instruments or authorizations
of transfer) from deposit if he so elects; or, if he does not so
elect, the purchase price shall be the net asset value of his
Shares, determined next after termination of such suspension and
payment therefor shall be made within seven (7) days thereafter.
(b) The Trust may purchase Shares of the Trust by
agreement with the owner thereof (1) at a price not exceeding the
net asset value per Share determined next after the purchase or
contract of purchase is made or (2) at a price not exceeding the
net asset value per Share determined at some later time.
(c) Shares purchased by the Trust either pursuant to
paragraph (a) or paragraph (b) of this Section 2 shall be deemed
treasury Shares and may be resold by the Trust.
(d) If the Trustees determine that economic conditions
would make it detrimental to the best interests of the remaining
Shareholders of the Trust to make payment wholly or partly in
cash, the Trust may pay the redemption price in whole or in part
by a distribution in kind of securities from the portfolio of the
Trust, in lieu of cash in conformity with applicable rules of the
Securities and Exchange Commission, taking such securities at the
same value employed in determining net asset value, and selecting
the securities in such manner as the Trustees may deem fair and
equitable.
Section 3. Determination of Accumulated Net Income. The
Accumulated Net Income of the Trust shall be determined by or on behalf
of the Trustees daily or at the discretion of the Trustees on each
business day (which term shall, whenever it appears in this Declaration
of Trust, be deemed to mean each day when the New York Stock Exchange is
open for trading) at such time or times as the Trustees shall in their
discretion determine. Such determination shall be made in accordance
with generally accepted accounting principles and practices and may
include realized and/or unrealized gains from the sale or other
disposition of securities or other property of the Trust. The power and
duty to determine Accumulated Net Income may be delegated by the
Trustees from time to time to one or more of the Trustees or officers of
the Trust, to the other party to any contract entered into pursuant to
Section 1 or 2 of Article VII, or to the custodian or to a transfer
agent.
Section 4. Net Asset Value of Shares. The net asset value of
each share of the Trust outstanding shall be determined at least once on
each business day by or on behalf of the Trustees. The power and duty
to determine net asset value may be delegated by the Trustees from time
to time to one or more of the Trustees or Officers of the Trust, to the
other party to any contract entered into pursuant to Section 1 or 2 of
Article VII or to the custodian or to a transfer agent.
The net asset value of each Share of the Trust as of any
particular time shall be the quotient (adjusted to the nearer cent)
obtained by dividing the value, as of such time, of the net assets of
the Trust (i.e., the value of the assets of the Trust less its
liabilities exclusive of capital and surplus) by the total number of
Shares outstanding (exclusive of treasury Shares) at such time in
accordance with the requirements of the 1940 Act and applicable
provisions of the By-Laws of the Trust in conformity with generally
accepted accounting practices and principles.
The Trustees may declare a suspension of the determination of net
asset value for the whole or any part of any period (a) during which the
New York Stock Exchange is closed other than customary weekend and
holiday closings, (b) during which trading on the New York Stock
Exchange is restricted, (c) during which an emergency exists as a result
of which disposal by the Trust of securities owned by it is not
reasonably practicable, or it is not reasonably practicable for the
Trust fairly to determine the value of its net assets, or (d) during
such other periods as the Commission (or any succeeding governmental
authority) may by order permit for the protection of security holders of
the Trust; provided that applicable rules and regulations of the
Commission (or any succeeding governmental authority) shall govern as to
whether the conditions prescribed in (b) or (c) exist. Such suspension
shall take effect at such times as the Trustees shall specify but not
later than the close of business on a business day next following the
declaration, and thereafter there shall be no determination of net asset
value until the Trustees shall declare the suspension at an end, except
that the suspension shall terminate in any event on the first day on
which said stock exchange shall have reopened or the period specified in
(b) or (c) shall have expired (as to which in the absence of an official
ruling by said Commission or succeeding authority, the determination of
the Trustees shall be conclusive).
Section 5. Suspension of the Right of Redemption. The Trustees
may declare a suspension of the right of redemption or postpone the date
of payment for the whole or any part of any period (i) during which the
New York Stock Exchange is closed other than customary weekend and
holiday closings, (ii) during which trading on the New York Stock
Exchange is restricted, (iii) during which an emergency exists as a
result of which disposal by the Trust of securities owned by it is not
reasonably practicable or it is not reasonably practicable for the Trust
fairly to determine the value of its net assets, or (iv) during any
other period when the Commission (or any succeeding governmental
authority) may for the protection of security holders of the Trust by
order permit suspension of the right of redemption or postponement of
the date of payment on redemption; provided that applicable rules and
regulations of the Commission (or any succeeding governmental authority)
shall govern as to whether the conditions prescribed in (ii) or (iii)
exist. Such suspension shall take effect at such time as the Trustees
shall specify but not later than the close of business on the business
day next following the declaration of suspension, and thereafter there
shall be no right of redemption or payment until the Trustees shall
declare the suspension at an end, except that the suspension shall
terminate in any event on the first day on which said stock exchange
shall have reopened or the period specified in (ii) or (iii) shall have
expired (as to which in the absence of an official ruling by said
Commission or succeeding authority, the determination of the Trustees
shall be conclusive).
Section 6. Trust's Right to Redeem Shares. The Trust shall have
the right to cause the redemption of Shares in any Shareholder's account
for their then current net asset value (which will be promptly paid to
the Shareholder in cash), if at any time the total investment in the
account does not have a minimum dollar value determined from time to
time by the Trustees in their sole discretion. Shares of the Trust are
redeemable at the option of the Trust if, in the opinion of the
Trustees, ownership of Trust Shares has or may become concentrated to an
extent which would cause the Trust to be a personal holding company
within the meaning of the Federal Internal Revenue Code (and thereby
disqualified under Sub-chapter M of said Code); in such circumstances
the Trust may compel the redemption of Shares, reject any order for the
purchase of Shares or refuse to give effect to the transfer of Shares.
ARTICLE XI
LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 1. Limitation of Liability. Provided they have exercised
reasonable care and have acted under the reasonable belief that their
actions are in the best interest of the Trust, the Trustees and Officers
shall not be responsible for or liable in any event for neglect or
wrongdoing of them or any officer, agent, employee, investment adviser
or principal underwriter of the Trust or of any entity providing
administrative services for the Trust, but nothing herein contained
shall protect any Trustee of Officer against any liability to which he
would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the
conduct of his office.
Section 2. Indemnification.
(a) Every person who is or has been a Trustee or Officer,
employee or other agent of the Trust and persons who serve at the
Trust's request as director, Officer, employee or other agent of
another corporation, partnership, joint venture, trust or other
enterprise shall be indemnified by the Trust to the fullest extent
permitted by law against liability and against all expenses
reasonably incurred or paid by him in connection with any claim,
action, suit or proceeding in which he becomes involved as a party
or otherwise by virtue of his being or having been a Trustee,
Officer, employee or other agent of the Trust or of another
corporation, partnership, joint venture, trust or other enterprise
at the request of the Trust and against amounts paid or incurred
by him in the settlement thereof.
(b) The words "claim," "action," "suit," or "proceeding"
shall apply to all claims, actions, suits or proceedings (civil,
criminal, administrative, legislative or other, including
appeals), actual or threatened, and the words "liability" and
"expenses" shall include, without limitation, attorneys' fees,
costs, judgments, amounts paid in settlement, fines, penalties and
other liabilities.
(c) No indemnification shall be provided hereunder to a
Trustee, Officer, employee or agent against any liability to the
Trust or its Shareholders by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office.
(d) The rights of indemnification herein provided may be
insured against by policies maintained by the Trust, shall be
severable, shall not affect any other rights to which any Trustee
or Officer, employee or agent may now or hereafter be entitled,
shall continue as to a person who has ceased to be such Trustee or
Officer, employee or agent and shall insure to the benefit of the
heirs, executors and administrators of such a person.
(e) Expenses in connection with the preparation and
presentation of a defense to any claim, action, suit or proceeding
of the character described in paragraph (a) of this Section 2 may
be paid by the Trust prior to final disposition thereof upon
receipt of an undertaking by or on behalf of the Trustee or
Officer, employee or agent secured by a surety bond or other
suitable insurance that such amount will be paid over by him to
the Trust if it is ultimately determined that he is not entitled
to indemnification under this Section 2.
Section 3. Shareholders. In case any Shareholder or former
Shareholder shall be held to be personally liable solely by reason of
his being or having been a Shareholder and not because of his acts or
commissions or for some other reason, the Shareholder or former
Shareholder (or his heirs, executors, administrators or other legal
representatives or in case of corporation or other entity, its corporate
or other general successor) shall be entitled out of the Trust estate to
be held harmless from and indemnified against all loss and expense
arising from such liability. The Trust shall, upon request by the
Shareholder, assume the defense of any claim made against any
Shareholder for any act or obligation of the Trust and satisfy any
judgment thereon.
ARTICLE XII
MISCELLANEOUS
Section 1. Trust is not a Partnership. It is hereby expressly
declared that a trust and not a partnership is created hereby. No
Trustee hereunder shall have any power to bind personally either the
Trust's officers or any Shareholders. All persons extending credit to,
contracting with or having any claim against the Trust or the Trustees
shall look only to the assets of the Trust for payment under such
credit, contract or claim; and neither the Shareholders nor the
Trustees, nor any of their agents, whether past, present or future,
shall be personally liable therefor. Nothing in this Declaration of
Trust shall protect the Trustee against any liability to which the
Trustee would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of the duties involved in
the conduct of the office of Trustee hereunder.
Section 2. Trustee's Good Faith Action, Expert Advice, No Bond or
Surety. The exercise by the Trustees of their powers and discretions
hereunder in good faith and with reasonable care under the circumstances
then prevailing, shall be binding upon everyone interested. Subject to
the provisions of Section 1 of this Article XII and to Article XI, the
Trustees shall not be liable for errors of judgment or mistakes of fact
or law. The Trustees may take advice of counsel or other experts with
respect to the meaning and operation of this Declaration of Trust, and
subject to the provisions of Section 1 of this Article XII and to
Article XI, shall be under no liability for any act or omission in
accordance with such advice or for failing to follow such advice. The
Trustees shall not be required to give any bond as such, nor any surety
if a bond is required.
Section 3. Establishment of Record Dates. The Trustees may close
the Share transfer books of the Trust for a period not exceeding sixty
(60) days preceding the date of any meeting of Shareholders, or the date
for the payment of any dividend or the making of any distribution to
Shareholders, or the date for the allotment of rights, or the date when
any change or conversion or exchange of Shares shall go into effect; or
in lieu of closing the Share transfer books as aforesaid, the Trustees
may fix in advance a date, not exceeding sixty (60) days preceding the
date of any meeting of Shareholders, or the date for the payment of any
dividend or the making of any distribution to Shareholders, or the date
for the allotment of rights, or the date when any change or conversion
or exchange of Shares shall go into effect, or the last day on which the
consent or dissent of Shareholders may be effectively expressed for any
purpose, as a record date for the determination of the Shareholders
entitled to notice of, and, to vote at, any such meeting and any
adjournment thereof, or entitled to receive payment of any such dividend
or distribution, or to any such allotment of rights, or to exercise the
rights in respect of any such change, conversion or exchange of shares,
or to exercise the right to give such consent or dissent, and in such
case such Shareholder and only such Shareholder as shall be Shareholders
of record on the date so fixed shall be entitled to such notice of, and
to vote at, such meeting, or to receive payment of such dividend or
distribution, or to receive such allotment or rights, or to exercise
such rights, as the case may be, notwithstanding any transfer of any
Shares on the books of the Trust after any such date fixed as aforesaid.
Section 4. Termination of Trust.
(a) This Trust shall continue without limitation of time
but subject to the provisions of paragraphs (b), (c) and (d) of
this Section 4.
(b) The Trustees, with the approval of the holders of at
least two-thirds of the outstanding Shares, may by unanimous
action sell and convey the assets of the Trust to another trust or
corporation organized under the laws of any state of the United
States, which is a diversified open-end management investment
company as defined in the 1940 Act, for an adequate consideration
which may include the assumption of all outstanding obligations,
taxes and other liabilities, accrued or contingent, of the Trust
and which may include shares of beneficial interest or stock of
such trust or corporation. Upon making provision for the payment
of all such liabilities, by such assumption or otherwise, the
Trustees shall distribute the remaining proceeds ratably among the
holders of the Shares of the Trust then outstanding.
(c) Subject to a Majority Shareholder Vote, the Trustees
may at any time sell and convert into money all the assets of the
Trust. Upon making provision for the payment of all outstanding
obligations, taxes and other liabilities, accrued or contingent,
of the Trust, the Trustees shall distribute the remaining assets
of the Trust ratably among the holders of the outstanding Shares.
(d) Upon completion of the distribution of the remaining
proceeds of the remaining assets as provided in paragraphs (b) and
(c), the Trust shall terminate and the Trustees shall be
discharged of any and all further liabilities and duties hereunder
and the right, title and interest of all parties shall be canceled
and discharged.
Section 5. Filing of Copies, References, Headings. The original
or a copy of this instrument and of each declaration of trust
supplemental hereto shall be kept at the office of the Trust where it
may be inspected by any Shareholder. A copy of this instrument and of
each supplemental declaration of trust shall be filed by the Trustees
with the Massachusetts Secretary of State and the Boston City Clerk, as
well as any other governmental office where such filing may from time to
time be required. Anyone dealing with the Trust may rely on a
certificate by an officer of the Trust as to whether or not any such
supplemental declaration of trust has been made and as to any matters in
connection with the trust hereunder, and with the same effect as if it
were the original, may rely on a copy certified by an officer of the
Trust to be a copy of this instrument or of any such supplemental
declaration of trust. In this instrument or in any such supplemental
declaration of trust, references to this instrument, and all expressions
like "herein," "hereof" and "hereunder," shall be deemed to refer to
this instrument as amended or affected by any such supplemental
declaration of trust. Headings are placed herein for convenience of
reference only and in case of any conflict, the text of this instrument,
rather than the headings, shall control. This instrument may be
executed in any number of counterparts each of which shall be deemed an
original.
Section 6. Applicable Law. The Trust set forth in this
instrument is created under and is to be governed by and construed and
administered according to the laws of the Commonwealth of Massachusetts.
The Trust shall be of the type commonly called a Massachusetts business
trust, and without limiting the provisions hereof, the Trust may
exercise all powers which are ordinarily exercised by such a trust.
Section 7. Amendments. Prior to the initial issuance of Shares
pursuant to the second sentence of Section 3 of Article III, a majority
of the Trustees then in office may amend or otherwise supplement this
instrument by making a Declaration of Trust supplemental hereto, which
thereafter shall form a part hereof. Subsequent to such initial
issuance of Shares, if authorized by a majority of the Trustees then in
office and by a Majority Shareholder Vote, or by any larger vote which
may be required by applicable law or this Declaration of Trust in any
particular case, the Trustees shall amend or otherwise supplement this
instrument, by making a Declaration of Trust supplemental hereto, which
thereafter shall form a part hereof. Any such supplemental Declaration
of Trust shall be signed by at least a majority of the Trustees then in
office. Copies of the supplemental Declaration of Trust shall be filed
as specified in Section 5 of this Article XII.
IN WITNESS WHEREOF, the undersigned have executed this instrument
this 30th day of October, 1975.
/s/John F. Donahue /s/Richard B. Fisher
John F. Donahue Richard B. Fisher
/s/J. Joseph Maloney, Jr. /s/Wesley W. Posvar
J. Joseph Maloney, Jr. Wesley W. Posvar
/s/Edward E. Smuts /s/Thomas J. Donnelly
Edward E. Smuts Thomas J. Donnelly
/s/Glen R. Johnson /s/Gregor F. Meyer
Glen R. Johnson Gregor F. Meyer
/s/Edward L. Flaherty, Jr.
Edward L. Flaherty, Jr.
COMMONWEALTH OF PENNSYLVANIA )
: ss:
COUNTY OF ALLEGHENY )
I hereby certify that on October 30, 1975, before me, the
subscriber, a Notary Public of the Commonwealth of Pennsylvania, in and
for the County of Allegheny, personally appeared JOHN F. DONAHUE,
RICHARD B. FISHER, J. JOSEPH MALONEY, JR., WESLEY W. POSVAR, EDWARD E.
SMUTS, THOMAS J. DONNELLY, GLEN R. JOHNSON, GREGOR F. MEYER, and EDWARD
F. FLAHERTY, JR., who acknowledged the foregoing Declaration of Trust to
be their act.
WITNESS my hand and notarial seal the day and year last above
written.
/s/Shirley A. Hutton
Notary Public
-1-
Exhibit 1(ii) under Form N-1A
Exhibit 3(a) under Item 601/Reg. S-K
TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES
AMENDMENT NO. 1 to
DECLARATION OF TRUST
Dated October 30, 1975
THIS AMENDMENT to the DECLARATION OF TRUST is made this 24th day
of December, 1975, by John F. Donahue, Richard B. Fisher, J. Joseph
Maloney, Jr., Wesley W. Posvar, Edward E. Smuts, Thomas J. Donnelly,
Glen R. Johnson, Gregor F. Meyer, and Edward L. Flaherty, Jr.
WHEREAS the Trustees executed a Declaration of Trust among
themselves on October 30, 1975, creating a Massachusetts Business Trust
for the investment and reinvestment of funds contributed thereto; and
WHEREAS the Trustees desire to amend the Declaration of Trust:
NOW, THEREFORE, the Trustees hereby amend and restate the
Declaration of Trust as follows:
1. By striking out Section 1 of Article I and substituting the
following in place thereof.
Section 1. Name. This Trust shall be known as the "Trust For
Short-Term U.S. Government Securities."
2. By striking out Section 5 of Article III.
3. By amending and restating Section 2 of Article V as follows:
Section 2. Principal Transactions. The Trustees shall not on
behalf of the Trust buy any securities (other than Shares of the
Trust) from or sell any securities (other than Shares of the
Trust) to, or lend any assets of the Trust to, any Trustee,
officer or employee of the Trust or any firm of which any such
Trustee or officer is a member acting as principal unless
permitted by the 1940 Act, but the Trust may employ any such other
party or any such person or firm or company in which any such
person is interested in any capacity not prohibited by the 1940
Act.
4. By amending and restating Section 1 of Article VI as
follows:
Section 1. Trustee Reimbursement. The Trustees shall be
reimbursed from the Trust estate for all of their expenses and
disbursements, including, without limitation, expenses of
organizing the Trust and continuing its existence; fees and
expenses of Trustees and Officers of the Trust; fees for
investment advisory services, administrative services and
principal underwritings services provided for in Article VII,
Sections 1, 2 and 3; fees and expenses of preparing and printing
its Registration Statements under the Securities Act of 1933 and
the Investment Company Act of 1940 and any amendments thereto;
expenses of registering and qualifying the Trust and its shares
under federal and state laws and regulations; expenses of
preparing, printing and distributing prospectuses and any
amendments thereof sent to shareholders, underwriters, broker-
dealers and to investors who may be considering the purchase of
shares; expenses of registering, licensing or other authorization
of the Trust as a broker-dealer and its Officers as agents and
salesmen under federal and state laws and regulations; interest
expense, taxes, fees and commissions of every kind; expenses of
issue (including cost of stock certificates), repurchase and
redemption of shares, including expenses attributable to a program
of periodic issue; charges and expenses of custodians, transfer
agents, dividend disbursing agents, shareholder servicing agents
and registrars; printing and mailing costs; auditing, accounting
and legal expenses; reports to shareholders and governmental
officers and commissions; expenses of meeting of shareholders and
proxy solicitations therefor; insurance expenses; association
membership dues and nonrecurring items as may arise, including all
losses and liabilities by them incurred in administering the
Trust, including expenses incurred in connection with litigation,
proceedings and claims and the obligations of the Trust under
Article XI hereof to indemnify its Trustees, Officers, employees,
shareholders and agents, and for the payment of such expenses,
disbursements, losses and liabilities, the Trustees shall have a
lien on the Trust estate prior to any rights or interests of the
Shareholders thereto. This section shall not preclude the Trust
from directly paying any of the aforementioned fees and expenses.
5. By amending and restating Section 3 of Article X as follows:
Section 3. Determination of Accumulated Net Income. The
Accumulated Net Income of the Trust shall be determined by or on
behalf of the Trustees daily, or more frequently at the discretion
of the Trustees, on each business day (which term shall, whenever
it appears in this Declaration of Trust, be deemed to mean each
day when the New York Stock Exchange is open for trading) at such
time or times as the Trustees shall in their discretion determine.
Such determination shall be made in accordance with generally
accepted accounting principles and practices and may include
realized and/or unrealized gains from the sale or other
disposition of securities or other property of the Trust. The
power and duty to determine Accumulated Net Income may be
delegated by the Trustees from time to time to one or more of the
Trustees of officers of the Trust, to the other party to any
contract entered into pursuant to Section 1 or 2 of Article VII,
or to the custodian or to a transfer agent.
6. By amending and restating Article XI as follows:
ARTICLE XI
LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 1. Limitation of Personal Liability and
Indemnification of Shareholders. The Trustees, officers,
employees or agents of the Trust shall have no power to bind any
Shareholder personally or to call upon any Shareholder for the
payment of any sum of money or assessment whatsoever, other than
such as the Shareholder may at any time agree to pay by way of
subscription to any Shares or otherwise.
No Shareholder or former Shareholder of the Trust shall be
liable solely by reason of his being or having been a Shareholder
for any debt, claim, action, demand, suit, proceeding, judgment,
decree, liability or obligation of any kind of, against, or with
respect to the Trust arising out of any action taken or omitted
for or on behalf of the Trust, and the Trust shall be solely
liable therefor and resort shall be had solely to the Trust
property for the payment or performance thereof.
Each Shareholder or former Shareholder of the Trust (or
their heirs, executors, administrators or other legal
representatives or, in case of a corporate entity, its corporate
or general successor) shall be entitled to indemnity and
reimbursement out of the Trust property to the full extent of such
liability and the costs of any litigation or other proceedings in
which such liability shall have been determined, including,
without limitation, the fees and disbursements of counsel if,
contrary to the provisions hereof, such Shareholder or former
Shareholder of the Trust shall be held to personal liability.
The Trust shall, upon request by the Shareholder or former
Shareholder, assume the defense of any claim made against any
Shareholder for any act or obligation of the Trust and satisfy any
judgment thereon.
Section 2. Limitation of Personal Liability of Trustees,
Officers, Employees or Agents of the Trust. No Trustee, officer,
employee or agent of the Trust shall have the power to bind any
other Trustee, officer, employee or agent of the Trust personally.
The Trustees, officers, employees or agents of the Trust incurring
any debts, liabilities or obligations, or in taking or omitting
any other actions for or in connection with the Trust are, and
each shall be deemed to be, acting as Trustee, officer, employee
or agent of the Trust and not in his own individual capacity.
Provided they have acted under the belief that their actions
are in the best interest of the Trust, the Trustees and officers
shall not be responsible for or liable in any event for neglect or
wrongdoing by them or any officer, agent, employee, investment
advisor or principal underwriter of the Trust or of any entity
providing administrative services for the Trust, but nothing
herein contained shall protect any Trustee or officer against any
liability to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
Section 3. Express Exculpatory Clauses and Instruments. The
Trustees shall use every reasonable means to assure that all
persons having dealings with the Trust shall be informed that the
property of the Shareholders and the Trustees, officers, employees
and agents of the Trust shall not be subject to claims against or
obligations of the Trust to any extent whatsoever. The Trustees
shall cause to be inserted in any written agreement, undertaking
or obligation made or issued on behalf of the Trust (including
certificates for Shares of the Trust) an appropriate reference to
this Declaration, providing that neither the Shareholders, the
Trustees, the officers, the employees nor any agent of the Trust
shall be liable thereunder, and that the other parties to such
instrument shall look solely to the Trust property for the payment
of any claim thereunder or for the performance thereof; but the
omission of such provisions from any such instrument shall not
render any Shareholder, Trustee, officer, employee or agent
liable, nor shall the Trustee, or any officer, agent or employee
of the Trust be liable to anyone for such omission. If,
notwithstanding this provision, any Shareholder, Trustee, officer,
employee or agent shall be held liable to any other person by
reason of the omission of such provision from any such agreement,
undertaking or obligation, the Shareholder, Trustee, officer,
employee or agent shall be entitled to indemnity and reimbursement
out of the Trust property, as provided in this Article XI.
Section 4. Indemnification of Trustees, Officers, Employees
and Agents.
(a) Every person who is or has been a Trustee, officer,
employee or agent of the Trust and persons who serve at the
Trust's request as director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
shall be indemnified by the Trust to fullest extent permitted by
law against liability and against all expenses reasonably incurred
or paid by him in connection with any debt, claim, action, demand.
suit, proceeding, judgment, decree, liability or obligation of any
kind in which he becomes involved as a party or otherwise by
virtue of his being or having been a Trustee, officer, employee or
agent of the Trust or of another corporation, partnership, joint
venture, trust or other enterprise at the request of the Trust and
against amounts paid or incurred by him in the settlement thereof.
(b) The words "claim," "action," "suit," or "proceeding"
shall apply to all claims, actions, suits or proceedings (civil,
criminal, administrative, legislative, investigative or other,
including appeals), actual or threatened, and the words
"liability" and "expense" shall include, without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement,
fines, penalties and other liabilities.
(c) No indemnification shall be provided hereunder to a
Trustee, officer, employee or agent against any liability to the
Trust or its Shareholders by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office.
(d) The rights of indemnification herein provided may be
insured against by policies maintained by the Trust, shall be
severable, shall not affect any other rights to which any Trustee,
officer, employee or agent may now or hereafter be entitled, shall
continue as to a person who has ceased to be such Trustee,
officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
(e) Expenses in connection with the preparation and
presentation of a defense to any claim, action, suit or proceeding
of the character described in paragraph (a) of this Section 4 may
be paid by the Trust prior to final disposition thereof upon
receipt of an undertaking by or on behalf of the Trustee, officer,
employee or agent secured by a surety bond or other suitable
insurance that such amount will be paid over by him to the Trust
if it is ultimately determined that he is not entitled to
indemnification under this Section 4.
7. By amending and restating Sections 1, 2 and 5 of Article XII
as follows:
Section 1. Trust is not a Partnership. It is hereby
expressly declared that a trust and not a partnership is created
hereby.
Section 2. Trustee's Good Faith Action, Expert Advice, No
Bond or Surety. The exercise by the Trustees of the their powers
and discretions hereunder in good faith under the circumstances
prevailing, shall be binding upon everyone interested. Subject to
the provisions of Article XI, the Trustees shall not be liable for
errors of judgment or mistake of fact or law. The Trustees may
take the advice of counsel or other experts with respect to the
meaning and operation of this Declaration of Trust, and subject to
the provisions of Article XI shall be under no liability for any
act or omission in accordance with such advice for failing to
follow such advice. The Trustees shall not be required to give
any bond as such, nor any surety if a bond is required.
Section 5. Offices of the Trust, Filing of Copies,
References, Headings. The Trust shall maintain a usual place of
business in Massachusetts, which, initially, shall be 31 Milk
Street, Boston, Massachusetts, and shall continue to maintain an
office at such address unless changed by the Trustees to another
location in Massachusetts. The Trust may maintain other offices
as the Trustees may from time to time determine. The original or
a copy of this instrument and of each declaration of trust
supplemental hereto shall be kept at the office of the Trust where
it may be inspected by any Shareholder. A copy of this instrument
and of each supplemental declaration of trust shall be filed by
the Trustees with the Massachusetts Secretary of State and the
Boston City Clerk, as well as any other governmental office where
such filing may from time to time be required. Anyone dealing
with the Trust may rely on a certificate by an officer of the
Trust as to whether or not any such supplemental declaration of
trust has been made and as to any matters in connection with the
trust hereunder, and with the same effect as if it were the
original, may rely on a copy certified by an officer of the Trust
to be a copy of this instrument or of any such supplemental
declaration of trust. In this instrument or in any such
supplemental declaration of trust, references to this instrument,
and all expressions like "herein," "hereof" and "hereunder," shall
be deemed to refer to this instrument as amended or affected by
any such supplemental declaration of trust. Headings are placed
herein for convenience of reference only and in case of any
conflict, the text of this instrument, rather than the headings,
shall control. This instrument may be executed in any number of
counterparts each of which shall be deemed an original.
IN WITNESS WHEREOF. the undersigned have executed this instrument
this 24th day of December, 1975.
/s/John F. Donahue /s/Richard B. Fisher
John F. Donahue Richard B. Fisher
/s/ J. Joseph Maloney, Jr. /s/ Wesley W. Posvar
J. Joseph Maloney, Jr. Wesley W. Posvar
/s/ Edward E. Smuts /s/ Thomas J. Donnelly
Edward E. Smuts Thomas J. Donnelly
/s/ Glen R. Johnson /s/ Gregor F. Meyer
Glen R. Johnson Gregor F. Meyer
/s/ Edward F. Flaherty, Jr.
Edward F. Flaherty, Jr.
COMMONWEALTH OF PENNSYLVANIA )
:
COUNTY OF ALLEGHENY )
I hereby certify that on December 24, 1975, before me, the
subscriber, a Notary Public of the Commonwealth of Pennsylvania, in and
for the County of Allegheny, personally appeared JOHN F. DONAHUE,
RICHARD B. FISHER, J. JOSEPH MALONEY, JR., WESLEY W. POSVAR, EDWARD E.
SMUTS, THOMAS J. DONNELLY, GLEN R. JOHNSON, GREGOR F. MEYER, and EDWARD
F. FLAHERTY, JR., who acknowledged the foregoing Declaration of Trust to
be their act.
WITNESS my hand and notarial seal the day and year last above
written.
/s/ Shirley A. Hutton
Notary Public
CONSENT OF SHAREHOLDER
The undersigned, being the sole Shareholder of Trust for Short-
Term U.S. Government Securities, hereby consents, in accordance with the
laws of the Commonwealth of Massachusetts and the Declaration of Trust
dated October 30, 1975, to Amendment No. 1 to the Declaration of Trust
attached hereto.
WITNESS the due execution hereof this 24th day of December, 1975.
Attest: FEDERATED INVESTORS, INC.
/s/John W. McGonigle By: /s/John F. Donahue
Secretary President
Exhibit 2 under Form N-1A
Exhibit 3(b) under Item 601/Reg. S-K
SHORT-TERM U.S. GOVERNMENT SECURITIES TRUST
OUTLINE OF BY-LAWS
Page
ARTICLE I: OFFICERS AND THEIR ELECTION 1
1. Officers 1
2. Election of Officers 1
3. Resignations and Removals and Vacancies 1
ARTICLE II: POWERS AND DUTIES OF TRUSTEES AND OFFICERS 1
1. Trustees 1
2. Chairman of the Trustees 1
3, President 1
4. Vice President 2
5. Secretary 2
6. Treasurer . 2
7. Assistant Vice President 2
8. Assistant Secretaries and Assistant Treasurers 2
9. Salaries 2
ARTICLE III: POWERS AND DUTIES OF THE EXECUTIVE
AND OTHER COMMITTEES 2
1. Executive and Other Committees 2
2. Vacancies in Executive Committee 3
3. Executive Committee to Report to Trustees 3
4. Procedure of Executive Committee . 3
5. Powers of Executive Committee 3
6. Compensation 3
7. Informal Action by Executive Committee or
Other Committees 3
ARTICLE IV: SHAREHOLDERS' MEETINGS 3
1. Special Meetings 3
2. Notices 3
3. Place of Meetings 4
4. Action by Consent 4
5. Proxies 4
-i-
Page
ARTICLE V: TRUSTEES MEETINGS 4
1. Number and Qualifications of Trustees 4
2. Special Meetings 4
3. Regular Meetings 4
4. Quorum and Vote 4
5. Notices 4
6. Place of Meeting 5
7. Telephonic Meeting 5
8. Special Action 5
9. Action by Consent 5
10. Compensation of Trustees 5
ARTICLE VI: SHARES OF BENEFICIAL INTEREST 5
1. Beneficial Interest 5
2. Certificates 5
3. Transfer of Stock 5
4. Equitable Interest Not Recognized 6
5 Lost, Destroyed or Mutilated Certificates 6
6. Transfer Agent and Registrar: Regulations 6
ARTICLE VII: INSPECTION OF BOOKS 6
ARTICLE VIII:AGREEMENTS, CHECKS, DRAFTS, ENDORSEMENTS, ETC 6
1. Agreements, Etc 6
2. Checks, Drafts, Etc 6
3, Endorsements, Assignments and Transfer of
Securities 6
4. Evidence of Authority 6
ARTICLE IX: SEAL. 7
ARTICLE X: FISCAL YEAR 7
ARTICLE XI: AMENDMENTS 7
ARTICLE XII:WAIVERS OF NOTICE 7
ARTICLE XIII:REPORT TO SHAREHOLDERS 7
ARTICLE XIV: BOOKS AND RECORDS. 7
-ii-
BY-LAWS
of
SHORT-TERM U.S. GOVERNMENT SECURITIES TRUST
ARTICLE I
OFFICERS AND THEIR ELECTION
Section 1. Officers. The officers of the Trust shall be a
Chairman of the Trustees, a President, one or more Vice Presidents, a
Treasurer, a Secretary and such other officers as the Trustees may from
time to time elect. It shall not be necessary for any Trustee or other
officer to be a holder of shares of the Trust.
Section 2. Election of Officers. The President, Vice President,
Treasurer and Secretary shall be chosen annually by the Trustees. The
Chairman of the Trustees shall be chosen annually by and from the
Trustees.
Two or more offices may be held by a single person except
the offices of President and Secretary. The officers shall hold office
until their successors are chosen and qualified.
Section 3. Resignations and Removals and Vacancies. Any officer
of the Trust may resign by filing a written resignation with the
Chairman of the Trustees or with the Trustees or with the Secretary,
which shall take effect on being so filed or at such time as may be
therein specified. The Trustees may remove any officer, with or without
cause, by a majority vote of all of the Trustees. The Trustees may fill
any vacancy created in any office whether by resignation, removal or
otherwise.
ARTICLE II
POWERS AND DUTIES OF TRUSTEES AND OFFICERS
Section 1. Trustees. The business and affairs of the Trust shall
be managed by the Trustees, and they shall have all powers necessary and
desirable to carry out that responsibility.
Section 2. Chairman of the Trustees ("Chairman"). The Chairman
shall be the chief executive officer of the Trust. He shall have
general supervision over the business of the Trust and policies of the
Trust. He shall employ and define the duties of all employees of the
Trust, shall have power to discharge any such employees, shall exercise
general supervision over the affairs of the Trust and shall perform such
other duties as may be assigned to him from time to time by the
Trustees. He shall preside at the meetings of shareholders and of the
Trustees. The Chairman shall appoint a Trustee to preside at such
meetings in his absence, with the approval of the Trustees.
Section 3. President. The President, in the absence of the
Chairman, shall perform all duties and may exercise any of the powers of
the Chairman subject to the control of the other Trustees. He shall
counsel and advise the Chairman on matters of major importance and shall
perform such other duties as may be assigned to him from time to time by
the Trustees, the Chairman or the Executive Committee.
Section 4. Vice President. The Vice President (or if more than
one, the senior Vice President) in the absence of the President shall
perform all duties and may exercise any of the powers of the President
subject to the control of the Trustees. Each Vice President shall
perform such other duties as may be assigned to him from time to time by
the Trustees, the Chairman or the Executive Committee.
Section 5. Secretary. The Secretary shall keep or cause to be
kept in books provided for that purpose the Minutes of the Meetings of
Shareholders and of the Trustees; shall see that all Notices are duly
given in accordance with the provisions of these By-Laws and as required
by law; shall be custodian of the records and of the Seal of the Trust
and see that the Seal is affixed to all documents, the execution of
which on behalf of the Trust under its Seal is duly authorized; shall
keep directly or through a transfer agent a register of the post office
address of each shareholder and make all proper changes in such
register, retaining and filing his authority for such entries; shall see
that the books, reports, statements, certificates and all other
documents and records required by law are properly kept and filed; and
in general shall perform all duties incident to the Office of Secretary
and such other duties as may from time to time be assigned to him by the
Trustees, Chairman or the Executive Committee.
Section 6. Treasurer. The Treasurer shall be the principal
financial and accounting officer of the Trust. He shall deliver all
funds and securities of the Trust which may come into his hands to such
bank or trust company as the Trustees shall employ as custodian or sub-
custodian in accordance with Article IX of the Declaration of Trust.
The Treasurer shall perform such duties additional to the foregoing as
the Trustees, Chairman or the Executive Committee may from time to time
designate.
Section 7. Assistant Vice President. The Assistant Vice
President or Vice Presidents of the Trust shall have such authority and
perform such duties as may be assigned to them by the Trustees, the
Executive Committee or the Chairman.
Section 8. Assistant Secretaries and Assistant Treasurers. The
Assistant Secretary or Secretaries and the Assistant Treasurer or
Treasurers shall perform the duties of the Secretary and of the
Treasurer, respectively, in the absence of those Officers and shall have
such further powers and perform such other duties as may be assigned to
them respectively by the Trustees or the Executive Committee or the
Chairman.
Section 9. Salaries. The salaries of the Officers shall be fixed
from time to time by the Trustees. No officer shall be prevented from
receiving such salary by reason of the fact that he is also a Trustee.
ARTICLE III
POWERS AND DUTIES OF THE
EXECUTIVE AND OTHER COMMITTEES
Section 1. Executive and Other Committees. The Trustees may
elect from their own number an executive committee to consist of not
less than two members, which number shall include the Chairman of the
Trustees, who shall, ex officio, be a member thereof. The executive
committee shall be elected by a resolution passed by a vote of at least
a majority of the Trustees then in office. The Trustees may also elect
from their own number other committees from time to time, the number
composing such committees and the powers conferred upon the same to be
determined by vote of the Trustees.
Section 2. Vacancies in Executive Committee. Vacancies occurring
in the Executive Committee from any cause shall be filled by the
Trustees by a resolution passed by the vote of at least a majority of
the Trustees then in office.
Section 3. Executive Committee to Report to Trustees. All action
by the Executive Committee shall be reported to the Trustees at their
meeting next succeeding such action.
Section 4. Procedure of Executive Committee. The Executive
Committee shall fix its own rules of procedure not inconsistent with
these By-Laws or with any directions of the Trustees. It shall meet at
such times and places and upon such notice as shall be provided by such
rules or by resolution of the Trustees. The presence of a majority
shall constitute a quorum for the transaction of business, and in every
case an affirmative vote of a majority of all the members of the
Committee present shall be necessary for the taking of any action.
Section 5. Powers of Executive Committee. During the intervals
between the Meetings of the Trustees, the Executive Committee, except as
limited by the By-Laws of the Trust or by specific directions of the
Trustees, shall possess and may exercise all the powers of the Trustees
in the management and direction of the business and conduct of the
affairs of the Trust in such manner as the Executive Committee shall
deem for the best interests of the Trust, and shall have power to
authorize the Seal of the Trust to be affixed to all instruments and
documents requiring same. Notwithstanding the foregoing, the Executive
Committee shall not have the power to elect Trustees, increase or
decrease the number of Trustees, elect or remove any Officer, declare
dividends, issue shares or recommend to shareholders any action
requiring shareholder approval.
Section 6. Compensation. The members of any duly appointed
committee shall receive such compensation and/or fees as from time to
time may be fixed by the Trustees.
Section 7. Informal Action by Executive Committee or Other
Committee. Any action required or permitted to be taken at any meeting
of the Executive Committee or any other duly appointed committee may be
taken without a meeting if a consent in writing setting forth such
action is signed by all members of such committee and such consent is
filed with the records of the Trust.
ARTICLE IV
SHAREHOLDERS' MEETINGS
Section 1. Special Meetings. A special meeting of the
shareholders shall be called by the Secretary whenever ordered by the
Trustees, the Chairman or requested in writing by the holder or holders
of at least one-tenth of the outstanding shares entitled to vote. If
the Secretary, when so ordered or requested, refuses or neglects for
more than two days to call such special meeting, the Trustees, Chairman
or the shareholders so requesting may, in the name of the Secretary,
call the meeting by giving notice thereof in the manner required when
notice is given by the Secretary.
Section 2. Notices. Except as above provided, notices of any
special meeting of the shareholders shall be given by the Secretary by
delivering or mailing, postage prepaid, to each shareholder entitled to
vote at said meeting, a written or printed notification of such meeting,
at least fifteen days before the meeting, to such address as may be
registered with the Trust by the shareholder.
Section 3. Place of Meetings. All special meetings of the
shareholders shall be held at the principal place of business of the
Trust in Pittsburgh, Pennsylvania, or at such other place in the United
States as the Chairman or the Trustees may designate.
Section 4. Action by Consent. Any action required or permitted
to be taken at any meeting of shareholders may be taken without a
meeting, if a consent in writing, setting forth such action, is signed
by all the shareholders entitled to vote on the subject matter thereof,
and such consent is filed with the records of the Trust.
Section 5. Proxies. Any shareholder entitled to vote at any
meeting of shareholders may vote either in person or by proxy. Every
proxy shall be in writing subscribed by the shareholder or his duly
authorized attorney and dated, but need not be sealed, witnessed or
acknowledged. All proxies shall be filed with and verified by the
Secretary or an Assistant Secretary of the Corporation or, if the
meeting shall so decide, by the Secretary of the Meeting.
ARTICLE V
TRUSTEES' MEETINGS
Section 1. Number and Qualifications of Trustees. The number of
Trustees shall be as fixed from time to time by a majority of the
Trustees but shall be no less than three nor more than twenty. The
Trustees may from time to time increase or decrease the number of
Trustees to such number as they deem expedient, not to be less than
three nor more than twenty, however, and fill the vacancies so created.
The term of office of a Trustee shall not be affected by any decrease in
the number of Trustees made by the Trustees pursuant to the foregoing
authorization.
Section 2. Special Meetings. Special meetings of the Trustees
shall be called by the Secretary at the written request of the Chairman
or any Trustee, and if the Secretary when so requested refuses or fails
for more than twenty-four hours to call such meeting, the Chairman or
such Trustee may in the name of the Secretary call such meeting by
giving due notice in the manner required when notice is given by the
Secretary.
Section 3. Regular Meetings. Regular meetings of the Trustees
may be held without call or notice at such places and at such times as
the Trustees may from time to time determine, provided that any Trustee
who is absent when such determination is made shall be given notice of
the determination.
Section 4. Quorum and Vote. A majority of the Trustees shall
constitute a quorum for the transaction of business. The act of a
majority of the Trustees present at any meeting at which a quorum is
present shall be the act of the Trustees unless a greater proportion is
required by the Declaration of Trust or these By-Laws or applicable law.
In the absence of a quorum, a majority of the Trustees present may
adjourn the meeting from time to time until a quorum shall be present.
Notice of any adjourned meeting need not be given.
Section 5. Notices. Except as otherwise provided, notice of any
special meeting of the Trustees shall be given by the Secretary to each
Trustee, by mailing to him, postage prepaid, addressed to him at his
address as registered on the books of the Trust or, if not so
registered, at his last known address, a written or printed notification
of such meeting at least four days before the meeting or by delivering
such notice to him at least two days before the meeting, or by sending
to him at least one day before the meeting, by prepaid telegram,
addressed to him at his said registered address, if any, or if he has no
such registered address, at his last known address, notice of such
meeting. Subject to compliance with Section 15(c) of the Investment
Company Act of 1940, notice or waiver of notice need not specify the
purpose of any special meeting.
Section 6. Place of Meeting. All special meetings of the
Trustees shall be held at the principal place of business of the
Trustees in Pittsburgh, Pennsylvania, or at such other place within or
without the Commonwealth of Pennsylvania as the person or persons
requesting said meeting to be called may designate, but any meeting may
adjourn to any other place.
Section 7. Telephonic Meeting. Subject to compliance with
Sections 15(c) and 32(a) of the Investment Company Act of 1940, if it is
impractical for the Trustees to meet in person the Trustees may meet by
means of a telephone conference circuit to which all Trustees are
connected or of which all Trustees shall have waived notice, which
meeting shall be deemed to have been held at a place designated by the
Trustees at the meeting.
Section 8. Special Action. When all the Trustees shall be
present at any meeting, however called, or whenever held, or shall
assent to the holding of the meeting without notice, or after the
meeting shall sign a written assent thereto on the record of such
meeting, the acts of such meeting shall be valid as if such meeting had
been regularly held.
Section 9. Action by Consent. Any action by the Trustees may be
taken without a meeting if a written consent thereto is signed by all
the Trustees and filed with the records of the Trustees' meetings. Such
consent shall be treated as a vote of the Trustees for all purposes.
Section 10. Compensation of Trustees. The Trustees shall not
receive any stated salary for their services as Trustees, but by
Resolution of the Trustees a fixed fee and expenses of attendance may be
allowed for attendance at each Meeting. Nothing herein contained shall
be construed to preclude any Trustee from serving the Trust in any other
capacity, as an officer, agent or otherwise, and receiving compensation
therefor.
ARTICLE VI
SHARES OF BENEFICIAL INTEREST
Section 1. Beneficial Interest. The beneficial interest in the
Trust shall at all times be divided into an unlimited number of shares
without par value. The shares of beneficial interest shall have one
vote per share at any meeting of the shareholders and a fractional vote
for each fraction of a share.
Section 2. Certificates. All certificates for shares shall be
signed by the Chairman, President or any Vice President and by the
Treasurer or Secretary or any Assistant Treasurer or Assistant Secretary
and sealed with the seal of the Trust. The signatures may be either
manual or facsimile signatures and the seal may be either facsimile or
any other form of seal. Certificates for shares for which the Trust has
appointed an independent Transfer Agent and Registrar shall not be valid
unless countersigned by such Transfer Agent and registered by such
Registrar. In case any officer who has signed any certificate ceases to
be an officer of the Trust before the certificate is issued, the
certificate may nevertheless be issued by the Trust with the same effect
as if the officer had not ceased to be such officer as of the date of
its issuance. Share certificates shall be in such form not inconsistent
with law or the Declaration of Trust or these By-Laws as may be
determined by the Trustees.
Section 3. Transfer of Shares. The shares of the Trust shall be
transferable, so as to affect the rights of the Trust, only by transfer
recorded on the books of the Trust, in person or by attorney.
Section 4. Equitable Interest Not Recognized. The Trust shall be
entitled to treat the holder of record of any share or shares as the
absolute owner thereof and shall not be bound to recognize any equitable
or other claim or interest in such share or shares on the part of any
other person except as may be otherwise expressly provided by law.
Section 5. Lost, Destroyed or Mutilated Certificates. In case
any certificate for shares is lost, mutilated or destroyed, the Trustees
may issue a new certificate in place thereof upon indemnity to the Trust
against loss and upon such other terms and conditions as the Trustees
may deem advisable.
Section 6. Transfer Agent and Registrar: Regulations. The
Trustees shall have power and authority to make all such rules and
regulations as they may deem expedient concerning the issuance, transfer
and registration of certificates for shares and may appoint a Transfer
Agent and/or Registrar of certificates for shares, and may require all
such share certificates to bear the signature of such Transfer Agent
and/or of such Registrar.
ARTICLE VII
INSPECTION OF BOOKS
The Trustees shall from time to time determine whether and to what
extent, and at what times and places, and under what conditions and
regulations the accounts and books of the Trust or any of them shall be
open to the inspection of the shareholders; and no shareholder shall
have any right of inspecting any account or book or document of the
Trust except as conferred by law or authorized by the Trustees or by
resolution of the shareholders.
ARTICLE VIII
AGREEMENTS, CHECKS, DRAFTS, ENDORSEMENTS, ETC.
Section 1. Agreements, Etc. The Trustees or the Executive
Committee may authorize any Officer or Officers, or Agent or Agents of
the Trust to enter into any Agreement or execute and deliver any
instrument in the name of and on behalf of the Trust, and such authority
may be general or confined to specific instances; and, unless so
authorized by the Trustees or by the Executive Committee or by these By-
Laws, no Officer, Agent or Employee shall have any power or authority to
bind the Trust by any Agreement or engagement or to pledge its credit or
to render it liable pecuniarily for any purpose or to any amount.
Section 2. Checks, Drafts, Etc. All checks, drafts, or orders
for the payment of money, notes and other evidences of indebtedness
shall be signed by such Officer or Officers, Employee or Employees, or
Agent or Agents as shall from time to time be designated by the Trustees
or the Executive Committee, or as may be specified in or pursuant to the
agreement between the Trust and the Bank or Trust Company appointed as
custodian , pursuant to the provisions of the Declaration of Trust.
Section 3. Endorsements, Assignments and Transfer of Securities.
All endorsements, assignments, stock powers or other instruments of
transfer of securities standing in the name of the Trust or its nominee
or directions for the transfer of securities belonging to the Trust
shall be made by such Officer or Officers, Employee or Employees, or
Agent or Agents as may be authorized by the Trustees or the Executive
Committee.
Section 4. Evidence of Authority. Anyone dealing with the Trust
shall be fully justified in relying on a copy of a resolution of the
Trustees or of any committee thereof empowered to act in the premises
which is certified as true by the Secretary or an Assistant Secretary
under the seal of the Trust.
ARTICLE IX
SEAL
The seal of the Trust shall be circular in form, bearing the
inscription:
"Short-Term U.S. Government Securities Trust - 1975 -
Massachusetts"
ARTICLE X
FISCAL YEAR
The fiscal year of the Trust shall be the period of twelve months
ending on the last day of November in each calendar year.
ARTICLE XI
AMENDMENTS
These By-Laws may be amended by a majority vote of all of the
Trustees.
ARTICLE XIII
WAIVERS OF NOTICE
Whenever any notice whatever is required to be given under the
provisions of any statute of the Commonwealth of Massachusetts, or under
the provisions of the Declaration of Trust or these By-Laws, a waiver
thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. A notice shall be deemed to have been given if
telegraphed, cabled or sent by wireless when it has been delivered to a
representative of any telegraph, cable or wireless company with
instructions that it be telegraphed, cabled or sent by wireless. Any
notice shall be deemed to be given if mailed at the time when the same
shall be deposited in the mail.
ARTICLE XIII
REPORT TO SHAREHOLDERS
The Trustees shall at least semi-annually submit to the
shareholders a written financial report of the transactions of the
Trust, including financial statements which shall at least annually be
certified by independent public accountants.
ARTICLE XIV
BOOKS AND RECORDS
The books and records of the Trust, including the stock ledger or
ledgers, may be kept in or outside the Commonwealth of Massachusetts at
such office or agency of the Trust as may from time to time determined
by the Trustees.
TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES
AMENDMENT TO BY-LAWS
Effective December 24, 1975
--------------
ARTICLE IV
SHAREHOLDERS' MEETINGS
Section 3. Place of Meeting. Meetings of the Shareholders shall
be held at the principal place of business of the Trust in Pittsburgh,
Pennsylvania, or at such place within or without the Commonwealth of
Massachusetts as fixed from time to time by resolution of the Trustees.
ARTICLE V
TRUSTEES' MEETINGS
Section 6. Place of Meeting. Meetings of the Trustees shall be
held at the principal place of business of the Trust in Pittsburgh,
Pennsylvania, or at such place within or without the Commonwealth of
Massachusetts as fixed from time to time by resolution of the Trustees,
or as the person or persons requesting said meeting to be called may
designate, but any meeting may adjourn to any other place.
ARTICLE IX
SEAL
The seal of the Trust shall be circular in form, bearing the
inscription:
"Trust for Short-Term U.S. Government Securities -1975-Massachusetts"
ARTICLE X
FISCAL YEAR
The fiscal year of the Trust shall be the period of twelve months
ending on the last day of September in each calendar year.
TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES
AMENDMENT TO BY-LAWS
Effective March 19, 1976
--------------
ARTICLE X
FISCAL YEAR
The fiscal year of the Trust shall be the period of twelve months
ending on the last day of November in each calendar year.
TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES
AMENDMENT TO BY-LAWS
(Effective November 7, 1977)
--------------
ARTICLE V
TRUSTEES' MEETINGS
Section 10. Compensation of Trustees. The Trustees may receive a
stated salary for their services as Trustees, and by resolution of the
Trustees a fixed fee and expenses of attendance may be allowed for
attendance at each meeting. Nothing herein contained shall be construed
to preclude any Trustee from serving the Trust in any other capacity as
an officer, agent or otherwise, and receiving compensation therefor.
Amendment No. 4 to By-Laws
TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES
Effective February 17, 1984
ARTICLE I
OFFICERS AND THEIR ELECTION
Section 2. Election of Officers. The President, Vice
President(s), Treasurer and Secretary shall be chosen annually by the
Trustees. The Chairman of the Trustees shall be chosen annually by and
from the Trustees.
ARTICLE III
POWER AND DUTIES OF THE EXECUTIVE AND OTHER COMMITTEES
Section 1. Executive and Other Committee. The Trustees may elect
from their own number an executive committee to consist of not less than
two members. The executive committee shall be elected by a resolution
passed by a vote of at least a majority of the Trustees then in office.
The Trustees may also elect from their own number other committees from
time to time, the number composing such committees and the powers
conferred upon the same to be determined by vote of the Trustees.
Amendment No. 5 to By-Laws
TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES
Effective February 2, 1987
ARTICLE II
POWERS AND DUTIES OF TRUSTEES AND OFFICERS
Section 2. Chairman of the Trustees ("Chairman"). The Chairman
shall be the chief executive officer of the Trust. He shall have
general supervision over the business of the Trust and policies of the
Trust. He shall employ and define the duties of all employees of the
Trust, shall have power to discharge any such employees, shall exercise
general supervision over the affairs of the Trust and shall perform such
other duties as may be assigned to him from time to time by the
Trustees. He shall preside at the meetings of shareholders and of the
Trustees. The Chairman shall appoint a Trustee or officer to preside at
such meetings in his absence.
Exhibit 4 under Form N-1A
Exhibit 3(c) under Item 601/Reg. S-K
TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES
Number Shares
_____ _____
Account No. Alpha Code Organized Under the See Reverse
Laws of the Commonwealth Side for Certain
of Massachusetts Definitions
THIS IS TO CERTIFY THAT is the owner of
CUSIP 898331103
Fully Paid and Non-Assessable Shares of Beneficial Interest of TRUST FOR
SHORT-TERM U.S. GOVERNMENT SECURITIES hereafter called the "Trust",
transferable on the books of the Trust by the owner in person or by duly
authorized attorney upon surrender of this certificate properly endorsed.
The shares represented hereby are issued and shall be held subject to
the provisions of the Declaration of Trust and By-Laws of the Trust and all
amendments thereto, all of which the holder by acceptance hereof assents.
This Certificate is not valid unless countersigned by the Transfer
Agent.
IN WITNESS WHEREOF, the Trust has caused this Certificate to be signed
in its name by its proper officers and to be sealed with its seal.
Dated: TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES
Seal
1975
Massachusetts
/s/ Edward C. Gonzales /s/ John F. Donahue
Treasurer and Vice President Chairman
Countersigned: Federated Services
Company (Pittsburgh)
Transfer Agent
By:
Authorized Signature
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations;
TEN COM - as tenants in common UNIF GIFT MIN ACT-...Custodian...
TEN ENT - as tenants by the entireties (Cust) (Minors)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act.............................
in common (State)
Additional abbreviations may also be used though not in the above list.
For value received__________ hereby sell, assign, and transfer unto
Please insert social security or other
identifying number of assignee
______________________________________
_____________________________________________________________________________
(Please print or typewrite name and address, including zip code, of assignee)
_____________________________________________________________________________
_____________________________________________________________________________
______________________________________________________________________ shares
of beneficial interest represented by the within Certificate, and do hereby
irrevocably constitute and appoint __________________________________________
____________________________________________________________________Attorney
to transfer the said shares on the books of the within named Trust with full
power of substitution in the premises.
Dated______________________
NOTICE:______________________________
The signature to this assignment must
correspond with the name as written upon
the face of the certificate in every
particular, without alteration or
enlargement or any change whatever.
All persons dealing with TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES, a
Massachusetts business trust, must look solely to the Trust property for the
enforcement of any claim against the Trust, as the Trustees, officers, agents
or shareholders of the Trust assume no personal liability whatsoever for
obligations entered into on behalf of the Trust.
THIS SPACE MUST NOT BE COVERED IN ANY WAY
DOCUMENT DESCRIPTION - SPECIMEN STOCK CERTIFICATE
Page One
A. The Certificate is outlined by an (color) one-half inch border.
B. The number in the upper left-hand corner and the number of shares in
the upper right-hand corner are outlined by octagonal boxes.
C. The cusip number in the middle right-hand area of the page is boxed.
D. The Massachusetts seal appears in the bottom middle of the page.
Page Two
The social security or other identifying number of the assignee
appears in a box in the top-third upper-left area of the page.
-1-
Exhibit 5 under Form n-1A
Exhibit 10 under Item 601/Reg. S-K
TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES
INVESTMENT ADVISORY CONTRACT
This Contract is made between Federated Research, a Delaware
business trust, (hereinafter referred to as "Adviser"), and Trust for
Short-Term U.S. Government Securities, a Massachusetts business trust,
(hereinafter referred to as the "Trust") and is based on the following
premises:
(a) That the Trust is an open-end management investment company as
that term is defined in the Investment Company Act of 1940 and
is registered as such with the Securities and Exchange
Commission;
(b) That Adviser is engaged in the business of rendering investment
advisory services.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. The Trust hereby appoints Adviser as investment adviser and
Adviser accepts the appointment. Subject to the direction of the
Trustees of the Trust, Adviser shall provide investment research and
supervision of the investments of the Trust and conduct a continuous
program of investment, evaluation and of appropriate sale or other
disposition and reinvestment of the Trust portfolio.
2. Adviser, in its supervision of the investments of the Trust,
will be guided by the Trust's fundamental investment policies and the
provisions and restrictions contained in the Declaration of Trust and By-
Laws of the Trust and as set forth in the Registration Statements and
exhibits as may be on file with the Securities and Exchange Commission.
3. The Trust shall pay all of its expenses, including, without
limitation, the expenses of organizing the Trust and continuing its
existence; fees and expenses of Trustees and Officers of the Trust; fees
for investment advisory services and administrative personnel and
services; fees and expenses of preparing and printing its Registration
Statements under the Securities Act of 1933 and the Investment Company
Act of 1940 and any amendments thereto; expenses of registering and
qualifying the Trust and its shares under Federal and State laws and
regulations; expenses of preparing, printing, and distributing
prospectuses and any amendments sent to shareholders; expenses of
registering, licensing or other authorization of the Trust as a broker-
dealer and of its Officers as agents and salesmen under Federal and
State laws and regulations; interest expense, taxes, fees, and
commissions of every kind; expenses of issue (including cost of share
certificates), purchase, repurchase and redemption of shares, including
expenses attributable to a program of periodic issue; charges and
expenses of custodians, transfer agents, dividend disbursing agents,
shareholder servicing agents and registrars; printing and mailing costs;
auditing, accounting and legal expenses; reports to shareholders and
governmental officers and commissions; expenses of meetings of Trustees
and shareholders and proxy solicitations therefor; insurance expenses;
association membership dues and such nonrecurring items as may arise,
including all losses and liabilities incurred in administering the
Trust. The Trust will also pay such extraordinary expenses as may
arise, including expenses incurred in connection with litigation,
proceedings and claims and the legal obligations of the Trust to
indemnify its Trustees, Officers, employees, shareholders, distributors
and agents with respect thereto.
4. For all services rendered by Adviser hereunder, the Trust
shall pay to Adviser and Adviser agrees to accept as full compensation
for all services rendered hereunder, a net investment advisory fee equal
to the gross investment advisory fee computed in accordance with
subparagraph (a) hereof, less the reimbursement computed in accordance
with subparagraph (b) hereof:
(a) The annual gross investment advisory fee shall be equal to
0.40% of the average daily net assets of the Trust. Adviser
will not seek an increase in this fee for a period of three
years from the date of execution of this Contract. Such fee
shall be accrued daily at the rate of 1/365th of 0.40% of the
daily net assets of the Trust.
(b) Adviser shall reimburse the Trust (limited to the amount of
gross investment advisory fee computed in accordance with the
provisions of subparagraph (a) of this paragraph 4) in any
fiscal year or portion thereof, the amount, if any, by which
the aggregate normal operating expenses of the Trust, including
the gross investment advisory fee but excluding interest,
taxes, brokerage commissions, expenses of registering and
qualifying the Trust and its shares under Federal and State
laws, expenses of withholding taxes, and extraordinary expenses
for such fiscal year or portion thereof exceed .45 of 1% (or in
the case of a portion of a fiscal year, .0375 of 1% multiplied
by the number of calendar months in such period) of the average
daily net assets of the Trust for such period. This obligation
does not include any expenses incurred by shareholders who
choose to avail themselves of the Transfer Agent's sub-
accounting facilities. Such reimbursement will be accounted
for and adjusted annually in accordance with generally accepted
accounting principles and any Rules and Regulations of the
Securities and Exchange Commission applicable thereto.
(c) The net advisory fee so accrued during each calendar month
shall be paid to Adviser on the last day of each month.
5. The term of this Contract shall begin on the date of its
execution and shall continue in effect for two years from its execution
and from year to year thereafter, subject to the provisions for
termination and all of the other terms and conditions hereof if: (a)
such continuation shall be specifically approved at least annually by
the vote of a majority of Trustees of the Trust, including a majority of
the Trustees who are not parties to this Contract or interested persons
of any such party (other than as Trustees of the Trust) cast in person
at a meeting called for that purpose; and (b) Adviser shall not have
notified the Trust in writing at least sixty (60) days prior to the
anniversary date of this Contract in any year thereafter that it does
not desire such continuation.
6. Notwithstanding any provision in this Contract, it may be
terminated at any time, without the payment of any penalty, by the
Trustees of the Trust or by a vote of a majority of the outstanding
voting securities of the Trust on sixty (60) days' written notice to
Adviser.
7. This Contract may not be assigned by Adviser and shall
automatically terminate in the event of any assignment. Adviser may
employ or contract with such other person, persons, corporation or
corporations at its own cost and expense as it shall determine in order
to assist it in carrying out this Contract.
8. In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of the obligations or duties under this
contract on the part of Adviser, Adviser shall not be liable to the
Trust or any shareholder for any act or omission in the course of or
connected in any way with rendering services or for any losses that may
be sustained in the purchase, holding or sale of any security.
9. This Contract may be amended at any time by agreement of the
parties, provided that the amendment shall be approved both by the vote
of a majority of the Trustees of the Trust, including a majority of the
Trustees who are not parties to this Contract or interested persons of
any such party to this Contract (other than as Trustees of the Trust)
cast in person at a meeting called for that purpose, and by the holders
of a majority of the outstanding voting securities of the Trust.
10. Adviser is hereby expressly put on notice of the limitation
of liability as set forth in Article XI of the Declaration of Trust and
agrees that the obligations assumed by the Trust pursuant to this
Contract be limited in any case to the Trust and its assets and Adviser
shall not seek satisfaction of any such obligation from the shareholders
of the Trust, the Trustees, Officers, employees, or agents of the Trust,
or any of them.
11. The Trust is hereby expressly put on notice of the
limitation of liability as set forth in the Declaration of Trust of the
Adviser and agrees that the obligations assumed by the Adviser pursuant
to this Contract shall be limited in any case to the Adviser and its
assets and, except to the extent expressly permitted by the Investment
Company Act of 1940, the Trust shall not seek satisfaction of any such
obligation from the shareholders of the Adviser, the Trustees, officers,
employees or agents of the Adviser, or any of them.
12. This Contract shall be construed in accordance with and
governed by the laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the parties have caused this Contract to be
executed on their behalf by their duly authorized officers and their
seals to be affixed hereto this 1st day of August, 1989.
Attest: FEDERATED RESEARCH
/s/ John W. McGonigle By:/s/ Mark L. Mallon
Assistant Corporate Secretary Executive Vice President
TRUST FOR SHORT-TERM U.S.
Attest: GOVERNMENT SECURITIES
/s/ John W. McGonigle By:/s/ Edward C. Gonzales
Secretary Vice President
-1-
Exhibit 6 under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES
DISTRIBUTOR'S CONTRACT
This Agreement is entered into this 1st day of August, 1989,
between Trust for Short-Term U.S. Government Securities (the "Fund"), a
Massachusetts business trust, and FEDERATED SECURITIES CORP. ("FSC"), a
Pennsylvania corporation.
In consideration of the mutual covenants hereinafter contained, it
is hereby agreed by and among the parties hereto as follows:
1. The Fund hereby appoints FSC its agent to sell and
distribute shares of the Fund ("Shares") at the current offering price
thereof as described and set forth in the current prospectus of the
Fund.
2. The sale of Shares may be suspended with or without prior
notice whenever in the judgment of the Fund it is in its best interest
to do so.
3. Neither FSC nor any other person is authorized by the Fund
to give any information or to make any representation relative to the
Shares other than those contained in the Registration Statement or
Prospectus and Statement of Additional Information filed with the
Securities and Exchange Commission as the same may be amended from time
to time or in any supplemental information to said Prospectus or
Statement of Additional Information approved by the Fund. FSC agrees
that any other information or representations, other than those
specified above which it or any dealer or other person who purchases
Shares through FSC may make in connection with the offer or sale of
Shares, shall be made entirely without liability on the part of the
Fund. FSC agrees that in offering or selling Shares as agent of the
Fund, it will, in all respects, duly conform to all applicable state and
Federal laws and the rules and regulations of the National Association
of Securities Dealers, Inc., including its Rules of Fair Practice. FSC
will submit to the Fund copies of all sales literature before using the
same and will not use such sales literature if disapproved by the Fund.
4. This Agreement shall continue in effect for two years from
the date of its execution and thereafter for successive periods of one
year if such continuance is approved at least annually by the Trustees
of the Fund including a majority of the Trustees of the Fund who are not
parties to this Agreement or interested persons of any such party (other
than as Trustees of the Fund) cast in person at a meeting called for
that purpose. This Agreement may be terminated at any time by mutual
consent of the Fund and FSC.
5. This Agreement may not be assigned by FSC and shall
automatically terminate in the event of any assignment as defined in the
Investment Company Act of 1940, provided, however, that FSC may employ
such other person, persons, corporation or corporations as it shall
determine in order to assist in it carrying out its duties under this
Agreement.
6. FSC shall not be liable to the Fund or any shareholder of
the Fund for anything done or omitted by it, except acts or omissions
involving willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties imposed by this Agreement.
7. This Agreement may be amended at any time by mutual
agreement in writing of all the parties hereto, provided that such
amendment is approved by the Trustees of the Fund including a majority
of the Trustees of the Fund who are not parties to this Agreement or
interested persons of any such party (other than as Trustees of the
Fund) cast in person at a meeting called for that purpose.
8. This Agreement shall be construed in accordance with and
governed by the laws of the Commonwealth of Pennsylvania.
9. (a) Subject to the conditions set forth below, the Fund
agrees to indemnify and hold harmless FSC and each person, if any, who
controls FSC within the meaning of Section 15 of the Securities Act of
1933 and Section 20 of the Securities Exchange Act of 1934, as amended,
against any and all loss, liability, claim, damage and expense
whatsoever (including but not limited to any and all expenses whatsoever
reasonably incurred in investigating, preparing or defending against any
litigation, commenced or threatened, or any claim whatsoever) arising
out of or based upon any untrue statement or alleged untrue statement of
a material fact contained in the Registration Statement or the
Prospectus and Statement of Additional Information (as from time to time
amended and supplemented) or the omission or alleged omission therefrom
of a material fact required to be stated therein or necessary to make
the statements therein not misleading, unless such statement or omission
was made in reliance upon and in conformity with written information
furnished to the Fund with respect to FSC by or on behalf of FSC
expressly for use in the Registration Statement or Prospectus and
Statement of Additional Information, or any amendment or supplement
thereof.
(b) If any action is brought against FSC or any
controlling person thereof with respect to which indemnity may be sought
against the Fund pursuant to subsection (a), FSC shall promptly notify
the Fund in writing of the institution of such action and the Fund shall
assume the defense of such action, including the employment of counsel
selected by the Fund and payment of expenses. FSC or any such
controlling person thereof shall have the right to employ separate
counsel in any such case, but the fees and expenses of such counsel
shall be at the expense of FSC or such controlling person unless the
employment of such counsel shall have been authorized in writing by the
Fund in connection with the defense of such action or the Fund shall not
have employed counsel to have charge of the defense of such action, in
any of which events such fees and expenses shall be borne by the Fund.
Anything in this paragraph to the contrary notwithstanding, the Fund
shall not be liable for any settlement of any such claim or action
effected without its written consent. The Fund agrees promptly to
notify FSC of the commencement of any litigation or proceedings against
the Fund or any of its officers or Trustees or controlling persons in
connection with the issue and sale of Shares or in connection with such
Registration Statement or Prospectus and Statement of Additional
Information.
(c) FSC agrees to indemnify and hold harmless the Fund,
each of its Trustees, each of its officers who have signed the
Registration Statement and each other person, if any, who controls the
Fund within the meaning of Section 15 of the Securities Act of 1933, but
only with respect to statements or omissions, if any, made in the
Registration Statement or Prospectus and Statement of Additional
Information or any amendment or supplement thereof in reliance upon, and
in conformity with, information furnished to the Fund with respect to
FSC by or on behalf of FSC expressly for use in the Registration
Statement or Prospectus and Statement of Additional Information or any
amendment or supplement thereof. In case any action shall be brought
against the Fund or any other person so indemnified based on the
Registration Statement or Prospectus and Statement of Additional
Information, or any amendment or supplement thereof, and in respect of
which indemnity may be sought against FSC, FSC shall have the rights and
duties given to the Fund, and the Fund and each other person so
indemnified shall have the rights and duties given to FSC by the
provisions of subsection (b) above.
(d) Nothing herein contained shall be deemed to protect
any person against liability to the Fund or its shareholders to which
such person would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of the duties of such
person or by reason of the reckless disregard by such person of the
obligations and duties of such person under this Agreement.
(e) Insofar as indemnification for liabilities may be
permitted pursuant to Section 17 of the Investment Company Act of 1940
for FSC or Trustees, officers and controlling persons of the Fund by the
Fund pursuant to this Agreement, the Fund is aware of the position of
the Securities and Exchange Commission as set forth in the Investment
Company Act Release No. IC-11330. Therefore, the Fund undertakes that
in addition to complying with the applicable provisions of this
Agreement, in the absence of a final decision on the merits by a court
or other body before which the proceeding was brought, that an
indemnification payment will not be made unless in the absence of such a
decision, a reasonable determination based upon factual review has been
made (i) by a majority vote of a quorum of non-party Trustees who are
not interested persons of the Fund or (ii) by independent legal counsel
in a written opinion that the indemnitee was not liable for an act of
willful misfeasance, bad faith, gross negligence or reckless disregard
of duties. The Fund further undertakes that advancement of expenses
incurred in the defense of a proceeding (upon undertaking for repayment
unless it is ultimately determined that indemnification is appropriate)
against FSC or an officer, Trustee or controlling person of the Fund
will not be made absent the fulfillment of at least one of the following
conditions: (i) the indemnitee provides security for his undertaking;
(ii) the Fund is insured against losses arising by reason of any lawful
advances; or (iii) a majority of a quorum of disinterested non-party
Trustees or independent legal counsel in a written opinion makes a
factual determination that there is reason to believe the indemnitee
will be entitled to indemnification.
10. FSC is hereby expressly put on notice of the limitation of
liability as set forth in Article XI of the Declaration of Trust of the
Fund and agrees that the obligations assumed by the Fund pursuant to
this Agreement shall be limited in any case to the Fund and its assets
and FSC shall not seek satisfaction of any such obligation from the
shareholders of the Fund, the Trustees, officers, advisers, employees or
agents of the Fund, or any of them.
IN WITNESS WHEREOF, this Agreement has been duly executed on the
day and year first above written.
ATTEST: FEDERATED SECURITIES CORP.
/s/S. Elliott Cohan By:/s/Richard B. Fisher
Secretary President
(SEAL)
ATTEST: TRUST FOR SHORT-TERM U.S. GOVERNMENT
SECURITIES
/s/John W. McGonigle By:/s/J. Christopher Donahue
Secretary Vice President
(SEAL)
Exhibit 8 under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
CUSTODIAN CONTRACT
Between
FEDERATED INVESTMENT COMPANIES
and
STATE STREET BANK AND TRUST COMPANY
and
FEDERATED SERVICES 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 2
2.1 Holding Securities 2
2.2 Delivery of Securities 2
2.3 Registration of Securities 5
2.4 Bank Accounts 6
2.5 Payments for Shares 7
2.6 Availability of Federal Funds 7
2.7 Collection of Income 7
2.8 Payment of Fund Moneys 8
2.9 Liability for Payment in Advance of Receipt of Securities
Purchased. 9
2.10 Payments for Repurchases or Redemptions of Shares of a Fund 9
2.11 Appointment of Agents 10
2.12 Deposit of Fund Assets in Securities System 10
2.13 Segregated Account 12
2.14 Joint Repurchase Agreements 13
2.15 Ownership Certificates for Tax Purposes 13
2.16 Proxies 13
2.17 Communications Relating to Fund Portfolio Securities 13
2.18 Proper Instructions 14
2.19 Actions Permitted Without Express Authority 14
2.20 Evidence of Authority 15
2.21 Notice to Trust by Custodian Regarding Cash Movement. 15
3. Duties of Custodian With Respect to the Books of Account and
Calculation of Net Asset Value and Net Income 15
4. Records 16
5. Opinion of Funds' Independent Public Accountants/Auditors 16
6. Reports to Trust by Independent Public Accountants/Auditors 17
7. Compensation of Custodian 17
8. Responsibility of Custodian 17
9. Effective Period, Termination and Amendment 19
10. Successor Custodian 20
11. Interpretive and Additional Provisions 21
12. Massachusetts Law to Apply 22
13. Notices 22
14. Counterparts 22
15. Limitations of Liability 22
CUSTODIAN CONTRACT
This Contract between those INVESTMENT COMPANIES listed on Exhibit 1, as it
may be amended from time to time, (the "Trust"), which may be Massachusetts
business trusts or Maryland corporations or have such other form of
organization as may be indicated, on behalf of the portfolios (hereinafter
collectively called the "Funds" and individually referred to as a "Fund") of
the Trust, 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", and FEDERATED SERVICES COMPANY, a Delaware business trust
company, having its principal place of business at Federated Investors Tower,
Pittsburgh, Pennsylvania, 15222-3779, hereinafter called ("Company").
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/capital stock 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 or a Fund, 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 or a Fund, the Custodian, and a Futures
Commission Merchant registered under the Commodity Exchange
Act, relating to compliance with the rules of the Commodity
Futures Trading Commission and/or any Contract Market, or any
similar organization or organizations, regarding account
deposits in connection with 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/Directors ("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 1940 Act 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.
2.10Payments 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/Articles of Incorporation 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.
2.11Appointment 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 1940 Act 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.
2.12Deposit 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.
2.13Segregated 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.
2.14Joint 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.
2.15Ownership 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.
2.16Proxies. 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.
2.17Communications 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.
2.18Proper 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 deemed to be
Proper Instructions if (a) 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, and (b) the Trust promptly causes such 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.
2.19Actions 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.
2.20Evidence 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/Articles of Incorporation 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.
2.21Notice to Trust by Custodian Regarding Cash Movement. The
Custodian will provide timely notification to the Trust of any
receipt of cash, income or payments to the Trust and the release of
cash or payment by the Trust.
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 Statement of Additional
Information ("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 Public Accountants/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 public accountants/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 Public Accountants/Auditors.
The Custodian shall provide the Trust, at such times as the Trust may
reasonably require, with reports by independent public
accountants/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 Company 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 1940 Act; 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/Articles of
Incorporation, 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 appropriate banking
regulatory agency 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, (delete
"doing business ... Massachusetts" unless SSBT is the Custodian) 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/Articles of Incorporation. 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 address for SSBT only: 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 of those Trusts
which are business trusts 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 effective as of the 1st day of December, 1993.
ATTEST: INVESTMENT COMPANIES (Except those
listed below)
/s/John G. McGonigle_________ By /s/John G. Donahue_____________
John G. McGonigle John F. Donahue
Secretary Chairman
ATTEST: STATE STREET BANK AND TRUST
COMPANY
/s/ Ed McKenzie______________ By /s/ F. J. Sidoti, Jr._____________
(Assistant) Secretary Typed Name: Frank J. Sidoti, Jr.
Typed Name: Ed McKenzie Title: Vice President
ATTEST: FEDERATED SERVICES COMPANIY
/s/ Jeannette Fisher-Garber______ By /s/ James J. Dolan________________
Jeannette Fisher-Garber James J. Dolan
Secretary President
EXHIBIT 1
TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES
FSCO Services Provider New Contract1 December 1, 1994
Exhibit 9(i) under Form N-1A
Exhibit 10 under Item
601/Reg. S-K
AGREEMENT
for
FUND ACCOUNTING,
SHAREHOLDER RECORDKEEPING,
and
CUSTODY SERVICES PROCUREMENT
AGREEMENT made as of the 1st day of December, 1994, by and between
those investment companies listed on Exhibit 1 as may be amended from
time to time, having their 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 capital stock or
beneficial interest ("Shares"); and
WHEREAS, the Trust may desire to retain the Company to provide certain
pricing, accounting and recordkeeping services for each of the Funds,
including any classes of shares issued by any Fund ("Classes") if so
indicated on Exhibit 1, and the Company is willing to furnish such
services; and
WHEREAS, the Trust may desire to appoint the Company as its transfer
agent, dividend disbursing agent if so indicated on Exhibit 1, and agent
in connection with certain other activities, and the Company desires to
accept such appointment; and
WHEREAS, the Trust may desire to appoint the Company as its agent to
select, negotiate and subcontract for custodian services from an approved
list of qualified banks if so indicated on Exhibit 1, 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 certain of its duties and
responsibilities hereunder to State Street Bank and Trust Company or
another agent (the "Agent"); and
WHEREAS, the words Trust and Fund may be used interchangeably for
those investment companies consisting of only one portfolio;
NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, the parties
hereto agree as follows:
SECTION ONE: Fund Accounting.
Article 1. Appointment.
The Trust hereby appoints the Company to provide certain pricing and
accounting services to the Funds, and/or the Classes, for the period and
on the terms set forth in this Agreement. The Company accepts such
appointment and agrees to furnish the services herein set forth in return
for the compensation as provided in Article 3 of this Section.
Article 2. The Company's Duties.
Subject to the supervision and control of the Trust's Board of
Trustees or Directors ("Board"), the Company will assist the Trust with
regard to fund accounting for the Trust, and/or the Funds, and/or the
Classes, and in connection therewith undertakes to perform the following
specific services;
A. Value the assets of the Funds using: primarily, market quotations,
including the use of matrix pricing, supplied by the independent
pricing services selected by the Company in consultation with the
adviser, or sources selected by the adviser, and reviewed by the
board; secondarily, if a designated pricing service does not
provide a price for a security which the Company believes should
be available by market quotation, the Company may obtain a price
by calling brokers designated by the investment adviser of the
fund holding the security, or if the adviser does not supply the
names of such brokers, the Company will attempt on its own to
find brokers to price those securities; thirdly, for securities
for which no market price is available, the Pricing Committee of
the Board will determine a fair value in good faith. Consistent
with Rule 2a-4 of the 40 Act, estimates may be used where
necessary or appropriate. The Company's obligations with regard
to the prices received from outside pricing services and
designated brokers or other outside sources, is to exercise
reasonable care in the supervision of the pricing agent. The
Company is not the guarantor of the securities prices received
from such agents and the Company is not liable to the Fund for
potential errors in valuing a Fund's assets or calculating the
net asset value per share of such Fund or Class when the
calculations are based upon such prices. All of the above
sources of prices used as described are deemed by the Company to
be authorized sources of security prices. The Company provides
daily to the adviser the securities prices used in calculating
the net asset value of the fund, for its use in preparing
exception reports for those prices on which the adviser has
comment. Further, upon receipt of the exception reports
generated by the adviser, the Company diligently pursues
communication regarding exception reports with the designated
pricing agents.
B. Determine the net asset value per share of each Fund and/or Class,
at the time and in the manner from time to time determined by the
Board and as set forth in the Prospectus and Statement of
Additional Information ("Prospectus") of each Fund;
C. Calculate the net income of each of the Funds, if any;
D. Calculate capital gains or losses of each of the Funds resulting
from sale or disposition of assets, if any;
E. Maintain the general ledger and other accounts, books and
financial records of the Trust, including for each Fund, and/or
Class, as required under Section 31(a) of the 1940 Act and the
Rules thereunder in connection with the services provided by the
Company;
F. Preserve for the periods prescribed by Rule 31a-2 under the 1940
Act the records to be maintained by Rule 31a-1 under the 1940 Act
in connection with the services provided by the Company. The
Company further agrees that all such records it maintains for the
Trust are the property of the Trust and further agrees to
surrender promptly to the Trust such records upon the Trust's
request;
G. At the request of the Trust, prepare various reports or other
financial documents required by federal, state and other
applicable laws and regulations; and
H. Such other similar services as may be reasonably requested by the
Trust.
Article 3. Compensation and Allocation of Expenses.
A. The Funds will compensate the Company for its services rendered
pursuant to Section One of this Agreement in accordance with the
fees agreed upon from time to time between the parties hereto.
Such fees do not include out-of-pocket disbursements of the
Company for which the Funds shall reimburse the Company upon
receipt of a separate invoice. Out-of-pocket disbursements shall
include, but shall not be limited to, the items agreed upon
between the parties from time to time.
B. The Fund and/or the Class, and not the Company, shall bear the
cost of: custodial expenses; membership dues in the Investment
Company Institute or any similar organization; transfer agency
expenses; investment advisory expenses; costs of printing and
mailing stock certificates, Prospectuses, reports and notices;
administrative expenses; interest on borrowed money; brokerage
commissions; taxes and fees payable to federal, state and other
governmental agencies; fees of Trustees or Directors of the
Trust; independent auditors expenses; Federated Administrative
Services and/or Federated Administrative Services, Inc. legal and
audit department expenses billed to Federated Services Company
for work performed related to the Trust, the Funds, or the
Classes; law firm expenses; or other expenses not specified in
this Article 3 which may be properly payable by the Funds and/or
classes.
C. The compensation and out-of-pocket expenses shall be accrued by
the Fund and shall be paid to the Company no less frequently than
monthly, and shall be paid daily upon request of the Company.
The Company will maintain detailed information about the
compensation and out-of-pocket expenses by Fund and Class.
D. Any schedule of compensation agreed to hereunder, as may be
adjusted from time to time, shall be dated and signed by a duly
authorized officer of the Trust and/or the Funds and a duly
authorized officer of the Company.
E. The fee for the period from the effective date of this Agreement
with respect to a Fund or a Class to the end of the initial month
shall be prorated according to the proportion that such period
bears to the full month period. Upon any termination of this
Agreement before the end of any month, the fee for such period
shall be prorated according to the proportion which such period
bears to the full month period. For purposes of determining fees
payable to the Company, the value of the Fund's net assets shall
be computed at the time and in the manner specified in the Fund's
Prospectus.
F. The Company, in its sole discretion, may from time to time
subcontract to, employ or associate with itself such person or
persons as the Company may believe to be particularly suited to
assist it in performing services under this Section One. Such
person or persons may be third-party service providers, or they
may be officers and employees who are employed by both the
Company and the Funds. The compensation of such person or
persons shall be paid by the Company and no obligation shall be
incurred on behalf of the Trust, the Funds, or the Classes in
such respect.
SECTION TWO: Shareholder Recordkeeping.
Article 4. Terms of Appointment.
Subject to the terms and conditions set forth in this Agreement, the
Trust hereby appoints the Company to act as, and the Company agrees to
act as, transfer agent and dividend disbursing agent for each Fund's
Shares, and agent in connection with any accumulation, open-account or
similar plans provided to the shareholders of any Fund
("Shareholder(s)"), including without limitation any periodic investment
plan or periodic withdrawal program.
As used throughout this Agreement, a "Proper Instruction" 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 deemed to be Proper Instructions if (a) 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, and (b) the Trust, or the Fund, and the
Company promptly cause such oral instructions to be confirmed in writing.
Proper Instructions may include communications effected directly between
electro-mechanical or electronic devices provided that the Trust, or the
Fund, and the Company are satisfied that such procedures afford adequate
safeguards for the Fund's assets. Proper Instructions may only be
amended in writing.
Article 5. Duties of the Company.
The Company shall 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 Fund 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 of each Fund and/or
Class and hold such Shares in the appropriate Shareholder
accounts.
(3) For certificated Funds and/or Classes, 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 its address as set forth
on the transfer books of the Funds, and/or Classes, 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 and/or Class 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 its account upon receipt of the check or other
order, promptly mail a debit advice to the Shareholder, and
notify the Fund and/or Class 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 Fund
and/the Class or its distributor will reimburse the Company
on the amount of such excess.
B. Distribution
(1) Upon notification by the Funds of the declaration of any
distribution to Shareholders, the Company shall act as
Dividend Disbursing Agent for the Funds in accordance with
the provisions of its governing document and the then-
current Prospectus of the Fund. The Company 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, for certificated Funds and/or
Classes, delivered where requested; and
(2) The Company shall maintain records of account for each Fund
and Class and advise the Trust, each Fund and Class 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 therefor to the Custodian. The Company shall
notify the Funds 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 upon receiving redemption proceeds
from the Custodian with respect to any redemption, the
Company shall pay or cause to be paid the redemption
proceeds in the manner instructed by the redeeming
Shareholders, pursuant to procedures described in the then-
current Prospectus of the Fund.
(3) If any certificate returned for redemption or other request
for redemption does not comply with the procedures for
redemption approved by the Fund, 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 Fund.
D. Recordkeeping
(1) The Company shall record the issuance of Shares of each
Fund, and/or Class, and maintain pursuant to applicable
rules of the Securities and Exchange Commission ("SEC") a
record of the total number of Shares of the Fund and/or
Class which are authorized, based upon data provided to it
by the Fund, and issued and outstanding. The Company shall
also provide the Fund 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 Funds.
(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 or the Fund to include a record for each
Shareholder's account of the following:
(a) Name, address and tax identification 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 withholding 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 Company,
and such records may be inspected by the Fund at reasonable
times. The Company may, at its option at any time, and
shall forthwith upon the Fund's demand, turn over to the
Fund 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 Fund, 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 Fund or
destroyed in accordance with Proper Instructions.
E. Confirmations/Reports
(1) The Company shall furnish to the Fund 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 Fund 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
conformable 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 Fund to monitor
the total number of Shares of each Fund and/or Class
sold in each state ("blue sky reporting"). The Fund
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
and/or Class'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 Fund 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 Fund
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 or Fund assume full responsibility for the preparation,
contents and distribution of their own and/or their classes'
Prospectus and for complying with all applicable requirements of
the Securities Act of 1933, as amended (the "1933 Act"), 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 Fund shall promptly inform the Company of the declaration of
any dividend or distribution on account of any Fund's shares.
Article 7. Compensation and Expenses.
A. Annual Fee
For performance by the Company pursuant to Section Two of this
Agreement, the Trust and/or the Fund agree to pay the Company an
annual maintenance fee for each Shareholder account as agreed
upon between the parties and as may be added to or amended from
time to time. Such fees may be changed from time to time subject
to written agreement between the Trust and the Company. Pursuant
to information in the Fund Prospectus or other information or
instructions from the Fund, the Company may sub-divide any Fund
into Classes or other sub-components for recordkeeping purposes.
The Company will charge the Fund the same fees for each such
Class or sub-component the same as if each were a Fund.
B. Reimbursements
In addition to the fee paid under Article 7A above, the Trust
and/or Fund agree to reimburse the Company for out-of-pocket
expenses or advances incurred by the Company for the items agreed
upon between the parties, as may be added to or amended from time
to time. In addition, any other expenses incurred by the Company
at the request or with the consent of the Trust and/or the Fund,
will be reimbursed by the appropriate Fund.
C. Payment
The compensation and out-of-pocket expenses shall be accrued by
the Fund and shall be paid to the Company no less frequently than
monthly, and shall be paid daily upon request of the Company.
The Company will maintain detailed information about the
compensation and out-of-pocket expenses by Fund and Class.
D. Any schedule of compensation agreed to hereunder, as may be
adjusted from time to time, shall be dated and signed by a duly
authorized officer of the Trust and/or the Funds and a duly
authorized officer of the Company.
Article 8. Assignment of Shareholder Recordkeeping.
Except as provided below, no right or obligation under this Section
Two may be assigned by either party without the written consent of the
other party.
A. This Agreement shall inure to the benefit of and be binding upon
the parties and their respective permitted successors and
assigns.
B. The Company may without further consent on the part of the Trust
subcontract for the performance hereof with (A) State Street Bank
and its subsidiary, 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, or (D) such other provider of services duly registered
as a transfer agent under Section 17A(c)(1) as Company shall
select; 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; or
C. The Company shall upon instruction from the Trust subcontract for
the performance hereof with an Agent selected by the Trust, other
than BFDS or a provider of services selected by Company, as
described in (2) above; provided, however, that the Company shall
in no way be responsible to the Trust for the acts and omissions
of the Agent.
SECTION THREE: Custody Services Procurement
Article 9. Appointment.
The Trust hereby appoints Company as its agent to evaluate and obtain
custody services from a financial institution that (i) meets the criteria
established in Section 17(f) of the 1940 Act and (ii) has been approved
by the Board as eligible for selection by the Company as a custodian (the
"Eligible Custodian"). The Company accepts such appointment.
Article 10. The Company and Its Duties.
Subject to the review, supervision and control of the Board, the
Company shall:
A. evaluate the nature and the quality of the custodial services
provided by the Eligible Custodian;
B. employ the Eligible Custodian to serve on behalf of the Trust as
Custodian of the Trust's assets substantially on the terms set
forth as the form of agreement in Exhibit 2;
C. negotiate and enter into agreements with the Custodians for the
benefit of the Trust, with the Trust as a party to each such
agreement. The Company shall not be a party to any agreement
with any such Custodian;
D. establish procedures to monitor the nature and the quality of the
services provided by the Custodians;
E. continuously monitor the nature and the quality of services
provided by the Custodians; and
F. periodically provide to the Trust (i) written reports on the
activities and services of the Custodians; (ii) the nature and
amount of disbursement made on account of the Trust with respect
to each custodial agreement; and (iii) such other information as
the Board shall reasonably request to enable it to fulfill its
duties and obligations under Sections 17(f) and 36(b) of the 1940
Act and other duties and obligations thereof.
Article 11. Fees and Expenses.
A. Annual Fee
For the performance by the Company pursuant to Section Three of
this Agreement, the Trust and/or the Fund agree to pay the
Company an annual fee as agreed upon between the parties.
B. Reimbursements
In addition to the fee paid under Section 11A above, the Trust
and/or Fund agree to reimburse the Company for out-of-pocket
expenses or advances incurred by the Company for the items agreed
upon between the parties, as may be added to or amended from time
to time. In addition, any other expenses incurred by the Company
at the request or with the consent of the Trust and/or the Fund,
will be reimbursed by the appropriate Fund.
C. Payment
The compensation and out-of-pocket expenses shall be accrued by
the Fund and shall be paid to the Company no less frequently than
monthly, and shall be paid daily upon request of the Company.
The Company will maintain detailed information about the
compensation and out-of-pocket expenses by Fund.
D. Any schedule of compensation agreed to hereunder, as may be
adjusted from time to time, shall be dated and signed by a duly
authorized officer of the Trust and/or the Funds and a duly
authorized officer of the Company.
Article 12. Representations.
The Company represents and warrants that it has obtained all required
approvals from all government or regulatory authorities necessary to
enter into this arrangement and to provide the services contemplated in
Section Three of this Agreement.
SECTION FOUR: General Provisions.
Article 13. 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 Charter 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 Trust or 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 Fund 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, and/or Class'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, and/or
Class;
(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 Custodian and
agents for fund accountant, custody services procurement,
and shareholder recordkeeping or transfer agency services;
(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 each Fund.
Article 14. 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 its obligations
under 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 an investment company duly organized and existing and
in good standing under the laws of its state of
organization;
(2) It is empowered under applicable laws and by its Charter and
By-Laws to enter into and perform its obligations under
this Agreement;
(3) All corporate proceedings required by said Charter and By-
Laws have been taken to authorize it to enter into and
perform its obligations under this Agreement;
(4) The Trust is an open-end investment company registered under
the 1940 Act; and
(5) A registration statement under the 1933 Act 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 15. Standard of Care and Indemnification.
A. Standard of Care
The Company shall be held to a standard of reasonable care in
carrying out the provisions of this Contract. The Company 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.
B. Indemnification by Trust
The Company shall not be responsible for and the Trust or Fund
shall indemnify and hold the Company, including its officers,
directors, shareholders and their agents employees and
affiliates, harmless against any and all losses, damages, costs,
charges, counsel fees, payments, expenses and liabilities arising
out of or attributable to:
(1) The acts or omissions of any Custodian, Adviser, Sub-adviser
or other party contracted by or approved by the Trust or
Fund,
(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 Fund, its Shareholders or investors regarding the
purchase, redemption or transfer of Shares and
Shareholder account information;
(b) are received by the Company from independent pricing
services or sources for use in valuing the assets of
the Funds; or
(c) are received by the Company or its agents or
subcontractors from Advisers, Sub-advisers or other
third parties contracted by or approved by the Trust
of Fund for use in the performance of services under
this Agreement;
(d) have been prepared and/or maintained by the Fund 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 or the Fund.
(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 15.A. from liability for any act or
omission resulting from the Company's willful misfeasance,
bad faith, negligence or reckless disregard of its duties
of failure to meet the standard of care set forth in 15.A.
above.
C. Reliance
At any time the Company may apply to any officer of the Trust or
Fund 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 Trust or 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 or the Fund, and the
proper countersignature of any former transfer agent or
registrar, or of a co-transfer agent or co-registrar.
D. Notification
In order that the indemnification provisions contained in this
Article 15 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 16. 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 Trust or the
appropriate Fund. Additionally, the Company reserves the right to charge
for any other reasonable expenses associated with such termination. The
provisions of Article 15 shall survive the termination of this Agreement.
Article 17. Amendment.
This Agreement may be amended or modified by a written agreement
executed by both parties.
Article 18. 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 Charter. No
interpretive or additional provisions made as provided in the preceding
sentence shall be deemed to be an amendment of this Agreement.
Article 19. Governing Law.
This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts
Article 20. 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 21. Counterparts.
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original.
Article 22. 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 property of the Fund, or Class, as provided in the
Declaration of Trust.
Article 23. 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 property of the Company as provided in the Declaration of Trust.
Article 24. Assignment.
This Agreement and the rights and duties hereunder shall not be
assignable with respect to the Trust or the Funds by either of the
parties hereto except by the specific written consent of the other party.
Article 25. 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 26. 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 1940 Act, 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 27. Force Majeure.
The Company shall have no liability for cessation of services
hereunder or any damages resulting therefrom to the Fund as a result of
work stoppage, power or other mechanical failure, natural disaster,
governmental action, communication disruption or other impossibility of
performance.
Article 28. 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. Nothing in this Article 28 shall prevent the Company from
delegating its responsibilities to another entity to the extent provided
herein.
Article 29. 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: INVESTMENT COMPANIES (listed on Exhibit 1)
/s/ John W. McGonigle By:/s/ John F. Donahue
John W. McGonigle John F. Donahue
Secretary Chairman
ATTEST: FEDERATED SERVICES COMPANY
/s/ Jeannette Fisher-Garber By:_/s/ James J. Dolan
Jeannette Fisher-Garber James J. Dolan
Secretary President
EXHIBIT 1
TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES
-1-
Exhibit 9(ii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement is made as of this first day of
March, 1994, between those investment companies listed on Exhibit 1, as may
be amended from time to time, having their principal office and place of
business at Federated Investors Tower, Pittsburgh PA 15222-3779
(individually referred to herein as "Fund" and collectively referred to as
"Funds), on behalf of the portfolios of the Funds, and Federated
Administrative Services, a Delaware business trust (herein called "FAS").
WHEREAS, the Funds desire to retain FAS as their Administrator to
provide them with Administrative Services (as herein defined), and FAS is
willing to render such services;
WHEREAS, the Funds are registered as open-end management investment
companies under the Investment Company Act of 1940, as amended (the "1940
Act"), with authorized and issued shares of capital stock or beneficial
interest ("Shares"); and
NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the parties hereto agree as follows:
1. Appointment of Administrator. The Funds hereby appoint FAS as
Administrator of the Funds on the terms and conditions set forth in this
Agreement; and FAS hereby accepts such appointment and agrees to perform the
services and duties set forth in Section 2 of this Agreement in consideration
of the compensation provided for in Section 4 hereof.
2. Services and Duties. As Administrator, and subject to the
supervision and control of the Funds' Boards of Trustees or Directors, as
applicable (the "Boards"), FAS will provide facilities, equipment, and
personnel to carry out the following administrative services for operation of
the business and affairs of the Funds and each of their portfolios:
(a) prepare, file, and maintain the Funds'
governing documents and any amendments thereto, including the
Declaration of Trust or Articles of Incorporation, as
appropriate,(which has already been prepared and filed), the By-
laws and minutes of meetings of their Boards, Committees, and
shareholders;
(b) prepare and file with the Securities
and Exchange Commission and the appropriate state securities
authorities the registration statements for the Funds and the
Funds' shares and all amendments thereto, reports to regulatory
authorities and shareholders, prospectuses, proxy statements,
and such other documents all as may be necessary to enable the
Funds to make continuous offerings of their shares, as
applicable;
(c) prepare, negotiate, and administer
contracts on behalf of the Funds with, among others, each Fund's
investment adviser, distributor, custodian, and transfer agent,
subject to any applicable restrictions of the Boards or the 1940
Act;
(d) supervise the Funds' custodians in the
maintenance of the Funds' general ledgers and in the preparation
of the Funds' financial statements, including oversight of
expense accruals and payments, the determination of the net
asset value of the Funds and the declaration and payment of
dividends and other distributions to shareholders;
(e) calculate performance data of the
Funds for dissemination to information services covering the
investment company industry;
(f) prepare and file the Funds' tax
returns;
(g) examine and review the operations of
the Funds' custodians and transfer agents;
(h) coordinate the layout and printing of
publicly disseminated prospectuses and reports;
(i) perform internal audit examinations in
accordance with a charter to be adopted by FAS and the Funds;
(j) assist with the design, development,
and operation of the Funds;
(k) provide individuals reasonably
acceptable to the Funds' Boards for nomination, appointment, or
election as officers of the Funds, who will be responsible for
the management of certain of the Funds' affairs as determined by
the Funds' Boards; and
(l) consult with the Funds and their
Boards of Trustees or Directors, as appropriate, on matters
concerning the Funds and their affairs.
The foregoing, along with any additional services that FAS shall agree
in writing to perform for the Funds hereunder, shall hereafter be referred to
as "Administrative Services." Administrative Services shall not include any
duties, functions, or services to be performed for any Fund by such Fund's
investment adviser, distributor, custodian, transfer agent, or shareholder
service agent, pursuant to their respective agreements with such Fund.
3. Expenses. FAS shall be responsible for expenses incurred in
providing office space, equipment, and personnel as may be necessary or
convenient to provide the Administrative Services to the Fund, including the
compensation of FAS employees who serve on the Funds' Boards, or as officers
of the Funds. Each Fund shall be responsible for all other expenses incurred
by FAS on behalf of such Fund, including without limitation postage and
courier expenses, printing expenses, travel expenses, registration fees,
filing fees, fees of outside counsel and independent auditors, insurance
premiums, fees payable to members of such Fund's Board who are not FAS
employees, and trade association dues.
4. Compensation. For the Administrative Services provided, each
Fund hereby agrees to pay and FAS hereby agrees to accept as full
compensation for its services rendered hereunder an administrative fee at an
annual rate, payable daily, as specified below, based upon the total assets
of all of the Funds:
Maximum Administrative Average Daily Net Assets
Fee of the Funds
.150% on the first $250 million
.125% on the next $250 million
.100% on the next $250 million
.075% on assets in excess of
$750 million
However, in no event shall the administrative fee received during any
year of this Agreement be less than, or be paid at a rate less than would
aggregate, $125,000, per individual Fund, with an additional $30,000 for each
class of shares added to any such Fund after the date hereof.
5. Standard of Care.
(a) FAS shall not be liable for any error
of judgment or mistake of law or for any loss suffered by any
Fund in connection with the matters to which this Agreement
relates, except a loss resulting from willful misfeasance, bad
faith or gross negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations and
duties under this Agreement. FAS shall be entitled to rely on
and may act upon advice of counsel (who may be counsel for such
Fund) on all matters, and shall be without liability for any
action reasonably taken or omitted pursuant to such advice. Any
person, even though also an officer, trustee, partner, employee
or agent of FAS, who may be or become a member of such Fund's
Board, officer, employee or agent of any Fund, shall be deemed,
when rendering services to such Fund or acting on any business
of such Fund (other than services or business in connection with
the duties of FAS hereunder) to be rendering such services to or
acting solely for such Fund and not as an officer, trustee,
partner, employee or agent or one under the control or direction
of FAS even though paid by FAS.
(b) This Section 5 shall survive
termination of this Agreement.
6. Duration and Termination. The initial term of this Agreement
with respect to each Fund shall commence on the date hereof, and extend for a
period of one year, renewable annually by the approval of the Board of
Directors/Trustees of each Fund.
7. Amendment. No provision of this Agreement may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against which an enforcement of the change, waiver,
discharge or termination is sought.
8. Limitations of Liability of Trustees or Officers, Employees,
Agents and Shareholders of the Funds. FAS is expressly put on notice of the
limitation of liability as set forth in the Declaration of Trust of each Fund
that is a Massachusetts business trust and agrees that the obligations
assumed by each such Fund pursuant to this Agreement shall be limited in any
case to such Fund and its assets and that FAS shall not seek satisfaction of
any such obligations from the shareholders of such Fund, the Trustees,
Officers, Employees or Agents of such Fund, or any of them.
9. Limitations of Liability of Trustees and Shareholders of FAS.
The execution and delivery of this Agreement have been authorized by the
Trustees of FAS and signed by an authorized officer of FAS, acting as such,
and neither such authorization by such Trustees nor such execution and
delivery by such officer shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, and the
obligations of this Agreement are not binding upon any of the Trustees or
shareholders of FAS, but bind only the trust property of FAS as provided in
the Declaration of Trust of FAS.
10. Notices. Notices of any kind to be given hereunder shall be
in writing (including facsimile communication) and shall be duly given if
delivered to any Fund at the following address: Federated Investors Tower,
Pittsburgh, PA 15222-3779, Attention: President and if delivered to FAS at
Federated Investors Tower, Pittsburgh, PA 15222-3779, Attention: President.
11. Miscellaneous. 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. The captions in this Agreement
are included for convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect their construction
or effect. If any provision of this Agreement shall be held or made invalid
by a court or regulatory agency decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby. Subject to the
provisions of Section 5, hereof, this Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors and shall be governed by Pennsylvania law; provided, however, that
nothing herein shall be construed in a manner inconsistent with the
Investment Company Act of 1940 or any rule or regulation promulgated by the
Securities and Exchange Commission thereunder.
12. Counterparts. This Agreement may be executed by different
parties on separate counterparts, each of which, when so executed and
delivered, shall be an original, and all such counterparts shall together
constitute one and the same instrument.
13. Assignment; Successors. This Agreement shall not be assigned by
any party without the prior written consent of FAS, in the case of assignment
by any Fund, or of the Funds, in the case of assignment by FAS, except that
any party may assign to a successor all of or a substantial portion of its
business to a party controlling, controlled by, or under common control with
such party. Nothing in this Section 14 shall prevent FAS from delegating its
responsibilities to another entity to the extent provided herein.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
Investment Companies (listed
on Exhibit 1)
By: /s/ John F. Donahue
John F. Donahue
Chairman
Attest: /s/ John W. McGonigle
John W. McGonigle
Federated Administrative Services
By: /s/ Edward C. Gonzales
Edward C. Gonzales
Chairman
Attest: /s/ John W. McGonigle
John W. McGonigle
EXHIBIT 1
TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES
-1-
Exhibit 9(iii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SHAREHOLDER SERVICES AGREEMENT
AGREEMENT made as of the first day of March, 1994, by and between
those investment companies listed on Exhibit 1, as may be amended from
time to time, having their principal office and place of business at
Federated Investors Tower, Pittsburgh, PA 15222-3779 and who have
approved a Shareholder Services Plan (the "Plan") and this form of
Agreement (individually referred to herein as a "Fund" and collectively
as "Funds") and Federated Shareholder Services, a Delaware business
trust, having its principal office and place of business at Federated
Investors Tower, Pittsburgh, Pennsylvania 15222-3779 ("FSS").
1. The Funds hereby appoint FSS to render or cause to be
rendered personal services to shareholders of the Funds and/or the
maintenance of accounts of shareholders of the Funds ("Services"). In
addition to providing Services directly to shareholders of the Funds,
FSS is hereby appointed the Funds' agent to select, negotiate and
subcontract for the performance of Services. FSS hereby accepts such
appointments. FSS agrees to provide or cause to be provided Services
which, in its best judgment (subject to supervision and control of the
Funds' Boards of Trustees or Directors, as applicable), are necessary or
desirable for shareholders of the Funds. FSS further agrees to provide
the Funds, upon request, a written description of the Services which FSS
is providing hereunder.
2. During the term of this Agreement, each Fund will pay FSS
and FSS agrees to accept as full compensation for its services rendered
hereunder a fee at an annual rate, calculated daily and payable monthly,
up to 0.25% of 1% of average net assets of each Fund.
For the payment period in which this Agreement becomes effective
or terminates with respect to any Fund, there shall be an appropriate
proration of the monthly fee on the basis of the number of days that
this Agreement is in effect with respect to such Fund during the month.
To enable the Funds to comply with an applicable exemptive order, FSS
represents that the fees received pursuant to this Agreement will be
disclosed to and authorized by any person or entity receiving Services,
and will not result in an excessive fee to FSS.
3. This Agreement shall continue in effect for one year from
the date of its execution, and thereafter for successive periods of one
year only if the form of this Agreement is approved at least annually by
the Board of each Fund, including a majority of the members of the Board
of the Fund who are not interested persons of the Fund and have no
direct or indirect financial interest in the operation of the Funds'
Plan or in any related documents to the Plan ("Independent Board
Members") cast in person at a meeting called for that purpose.
4. Notwithstanding paragraph 3, this Agreement may be
terminated as follows:
(a) at any time, without the payment of any penalty, by
the vote of a majority of the Independent Board Members of any
Fund or by a vote of a majority of the outstanding voting
securities of any Fund as defined in the Investment Company Act
of 1940 on sixty (60) days' written notice to the parties to
this Agreement;
(b) automatically in the event of the Agreement's
assignment as defined in the Investment Company Act of 1940; and
(c) by any party to the Agreement without cause by
giving the other party at least sixty (60) days' written notice
of its intention to terminate.
5. FSS agrees to obtain any taxpayer identification number
certification from each shareholder of the Funds to which it provides
Services that is required under Section 3406 of the Internal Revenue
Code, and any applicable Treasury regulations, and to provide each Fund
or its designee with timely written notice of any failure to obtain such
taxpayer identification number certification in order to enable the
implementation of any required backup withholding.
6. FSS shall not be liable for any error of judgment or mistake
of law or for any loss suffered by any Fund in connection with the
matters to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement. FSS shall be entitled to
rely on and may act upon advice of counsel (who may be counsel for such
Fund) on all matters, and shall be without liability for any action
reasonably taken or omitted pursuant to such advice. Any person, even
though also an officer, trustee, partner, employee or agent of FSS, who
may be or become a member of such Fund's Board, officer, employee or
agent of any Fund, shall be deemed, when rendering services to such Fund
or acting on any business of such Fund (other than services or business
in connection with the duties of FSS hereunder) to be rendering such
services to or acting solely for such Fund and not as an officer,
trustee, partner, employee or agent or one under the control or
direction of FSS even though paid by FSS.
This Section 6 shall survive termination of this Agreement.
7. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing
signed by the party against which an enforcement of the change, waiver,
discharge or termination is sought.
8. FSS is expressly put on notice of the limitation of
liability as set forth in the Declaration of Trust of each Fund that is
a Massachusetts business trust and agrees that the obligations assumed
by each such Fund pursuant to this Agreement shall be limited in any
case to such Fund and its assets and that FSS shall not seek
satisfaction of any such obligations from the shareholders of such Fund,
the Trustees, Officers, Employees or Agents of such Fund, or any of
them.
9. The execution and delivery of this Agreement have been
authorized by the Trustees of FSS and signed by an authorized officer of
FSS, 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 FSS, but bind only the trust
property of FSS as provided in the Declaration of Trust of FSS.
10. Notices of any kind to be given hereunder shall be in
writing (including facsimile communication) and shall be duly given if
delivered to any Fund and to such Fund at the following address:
Federated Investors Tower, Pittsburgh, PA 15222-3779, Attention:
President and if delivered to FSS at Federated Investors Tower,
Pittsburgh, PA 15222-3779, Attention: President.
11. This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the
subject hereof whether oral or written. If any provision of this
Agreement shall be held or made invalid by a court or regulatory agency
decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby. Subject to the provisions of Sections 3
and 4, hereof, this Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and
shall be governed by Pennsylvania law; provided, however, that nothing
herein shall be construed in a manner inconsistent with the Investment
Company Act of 1940 or any rule or regulation promulgated by the
Securities and Exchange Commission thereunder.
12. This Agreement may be executed by different parties on
separate counterparts, each of which, when so executed and delivered,
shall be an original, and all such counterparts shall together
constitute one and the same instrument.
13. This Agreement shall not be assigned by any party without
the prior written consent of FSS in the case of assignment by any Fund,
or of the Funds in the case of assignment by FSS, except that any party
may assign to a successor all of or a substantial portion of its
business to a party controlling, controlled by, or under common control
with such party. Nothing in this Section 14 shall prevent FSS from
delegating its responsibilities to another entity to the extent provided
herein.
IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be executed by their officers designated below as of the day and year
first above written.
Investment Companies (listed
on Exhibit 1)
By: /s/ John F. Donahue
John F. Donahue
Chairman
Attest: /s/ John W. McGonigle
John W. McGonigle
Federated Shareholder Services
By: /s/ James J. Dolan
Title: President
Attest: /s/ John W. McGonigle
John W. McGonigle
EXHIBIT 1
TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES
-1-
Exhibit 9(iv) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SHAREHOLDER SERVICES PLAN
This Shareholder Services Plan ("Plan") is adopted as of this 1st
day of March, 1994, by the Boards of Directors or Trustees, as
applicable (the "Boards"), of those investment companies listed on
Exhibit 1 hereto as may be amended from time to time, having their
principal office and place of business at Federated Investors Tower,
Pittsburgh, PA 15222-3779 (individually referred to herein as a "Fund"
and collectively as "Funds").
1. This Plan is adopted to allow the Funds to make payments as
contemplated herein to obtain certain personal services for shareholders
and/or the maintenance of shareholder accounts ("Services").
2. This Plan is designed to compensate Federated Shareholder
Services ("FSS") for providing personal services and/or the maintenance
of shareholder accounts to the Funds and their shareholders. In
compensation for the services provided pursuant to this Plan, FSS may be
paid a monthly fee computed at the annual rate not to exceed .25 of 1%
of the average aggregate net asset value of the shares of each Fund held
during the month.
3. Any payments made by the Funds to FSS pursuant to this Plan
will be made pursuant to a "Shareholder Services Agreement" between FSS
and each of the Funds.
4. Quarterly in each year that this Plan remains in effect, FSS
shall prepare and furnish to the Boards of the Funds, and the Boards
shall review, a written report of the amounts expended under the Plan.
5. This Plan shall become effective with regard to each Fund
(i) after approval by majority votes of: (a) such Fund's Board; and (b)
the members of the Board of such Fund who are not interested persons of
such Fund and have no direct or indirect financial interest in the
operation of such Fund's Plan or in any related documents to the Plan
("Independent Trustees or Directors"), cast in person at a meeting
called for the purpose of voting on the Plan.
6. This Plan shall remain in effect with respect to each Fund
presently set forth on an exhibit and any subsequent Fund added pursuant
to an exhibit during the initial year of this Plan for the period of one
year from the date set forth above and may be continued thereafter if
this Plan is approved with respect to each Fund at least annually by a
majority of the relevant Fund's Board and a majority of the Independent
Trustees or
Directors, of such Fund as applicable, cast in person at a meeting
called for the purpose of voting on the renewal of such Plan. If this
Plan is adopted with respect to a fund after the first annual approval
by the Trustees or Directors as described above, this Plan will be
effective as to that Fund at such time as Exhibit 1 hereto is amended to
add such Fund and will continue in effect until the next annual approval
of this Plan by the Funds' Boards and thereafter for successive periods
of one year subject to approval as described above.
7. All material amendments to this Plan must be approved by a
vote of the Board of each Fund and of the Independent Directors or
Trustees of such Fund, cast in person at a meeting called for such
purpose.
8. This Plan may be terminated as follows:
(a) at any time, without the payment of any penalty, by
the vote of a majority of the Independent Board Members of any
Fund or by a vote of a majority of the outstanding voting
securities of any Fund as defined in the Investment Company Act
of 1940 on sixty (60) days' written notice to the parties to
this Agreement; or
(b) by any party to the Agreement without cause by
giving the other party at least sixty (60) days' written notice
of its intention to terminate.
9. While this Plan shall be in effect, the selection and
nomination of Independent Directors or Trustees of each Fund shall be
committed to the discretion of the Independent Directors or Trustees
then in office.
10. All agreements with any person relating to the
implementation of this Plan shall be in writing and any agreement
related to this Plan shall be subject to termination, without penalty,
pursuant to the provisions of Paragraph 8 herein.
11. This Plan shall be construed in accordance with and governed
by the laws of the Commonwealth of Pennsylvania.
Witness the due execution hereof this as of the date set forth
above.
Investment Companies (listed
on Exhibit 1)
By: /s/ John F. Donahue
John F. Donahue
Chairman
Attest: /s/ John W. McGonigle
John W. McGonigle
Federated Shareholder Services
By: /s/ James J. Dolan
Title: President
Attest: /s/ John W. McGonigle
John W. McGonigle
EXHIBIT 1
TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES
FSS subcontract 1
Exhibit 9(v) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SHAREHOLDER SERVICES SUB-CONTRACT
This Agreement is made between the Financial Institution executing
this Agreement ("Provider") and Federated Shareholder Services ("FSS")
on behalf of the investment companies listed in Exhibit A hereto (the
"Funds"), for whom FSS administers the Shareholder Services Plan
("Plan") and who have approved this form of Agreement. In consideration
of the mutual covenants hereinafter contained, it is hereby agreed by
and between the parties hereto as follows:
1. FSS hereby appoints Provider to render or cause to be
rendered personal services to shareholders of the Funds and/or the
maintenance of accounts of shareholders of the Funds ("Services").
Provider agrees to provide Services which, in its best judgment, are
necessary or desirable for its customers who are investors in the Funds.
Provider further agrees to provide FSS, upon request, a written
description of the Services which Provider is providing hereunder.
2. During the term of this Agreement, the Funds will pay the
Provider fees as set forth in a written schedule delivered to the
Provider pursuant to this Agreement. The fee schedule for Provider may
be changed by FSS sending a new fee schedule to Provider pursuant to
Paragraph 9 of this Agreement. For the payment period in which this
Agreement becomes effective or terminates, there shall be an appropriate
proration of the fee on the basis of the number of days that this
Agreement is in effect during the quarter. To enable the Funds to
comply with an applicable exemptive order, Provider represents that the
fees received pursuant to this Agreement will be disclosed to its
customers, will be authorized by its customers, and will not result in
an excessive fee to the Provider.
3. The Provider understands that the Department of Labor views
ERISA as prohibiting fiduciaries of discretionary ERISA assets from
receiving shareholder service fees or other compensation from funds in
which the fiduciary's discretionary ERISA assets are invested. To date,
the Department of Labor has not issued any exemptive order or advisory
opinion that would exempt fiduciaries from this interpretation. Without
specific authorization from the Department of Labor, fiduciaries should
carefully avoid investing discretionary assets in any fund pursuant to
an arrangement where the fiduciary is to be compensated by the fund for
such investment. Receipt of such compensation could violate ERISA
provisions against fiduciary self-dealing and conflict of interest and
could subject the fiduciary to substantial penalties.
4. The Provider agrees not to solicit or cause to be solicited
directly, or indirectly at any time in the future, any proxies from the
shareholders of a Fund in opposition to proxies solicited by management
of the Fund, unless a court of competent jurisdiction shall have
determined that the conduct of a majority of the Board of Trustees or
Directors of the Fund constitutes willful misfeasance, bad faith, gross
negligence or reckless disregard of their duties. This paragraph 4 will
survive the term of this Agreement.
5. This Agreement shall continue in effect for one year from
the date of its execution, and thereafter for successive periods of one
year if the form of this Agreement is approved at least annually by the
Board of each Fund, including a majority of the members of the Board of
the Fund who are not interested persons of the Fund and have no direct
or indirect financial interest in the operation of the Fund's Plan or in
any related documents to the Plan ("Disinterested Board Members") cast
in person at a meeting called for that purpose.
6. Notwithstanding paragraph 5, this Agreement may be
terminated as follows:
(a) at any time, without the payment of any penalty, by
the vote of a majority of the Disinterested Board Members of the
Fund or by a vote of a majority of the outstanding voting
securities of the Fund as defined in the Investment Company Act
of 1940 on not more than sixty (60) days' written notice to the
parties to this Agreement;
(b) automatically in the event of the Agreement's
assignment as defined in the Investment Company Act of 1940; and
(c) by either party to the Agreement without cause by
giving the other party at least sixty (60) days' written notice
of its intention to terminate.
7. The Provider agrees to obtain any taxpayer identification
number certification from its customers required under Section 3406 of
the Internal Revenue Code, and any applicable Treasury regulations, and
to provide the Fund or its designee with timely written notice of any
failure to obtain such taxpayer identification number certification in
order to enable the implementation of any required backup withholding.
8. The execution and delivery of this Agreement have been
authorized by the Trustees of FSS and signed by an authorized officer of
FSS, 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 FSS, but bind only the trust
property of FSS as provided in the Declaration of Trust of FSS.
9. Notices of any kind to be given hereunder shall be in
writing (including facsimile communication) and shall be duly given if
delivered to Provider at the address set forth below and if delivered to
FSS at Federated Investors Tower, Pittsburgh, PA 15222-3779, Attention:
President.
10. This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the
subject hereof whether oral or written. If any provision of this
Agreement shall be held or made invalid by a court or regulatory agency
decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby. Subject to the provisions of Sections 5
and 6, hereof, this Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and
shall be governed by Pennsylvania law; provided, however, that nothing
herein shall be construed in a manner inconsistent with the Investment
Company Act of 1940 or any rule or regulation promulgated by the
Securities and Exchange Commission thereunder.
11. This Agreement may be executed by different parties on
separate counterparts, each of which, when so executed and delivered,
shall be an original, and all such counterparts shall together
constitute one and the same instrument.
12. This Agreement shall not be assigned by any party without
the prior written consent of FSS in the case of assignment by Provider,
or of Provider in the case of assignment by FSS, except that any party
may assign to a successor all of or a substantial portion of its
business to a party controlling, controlled by, or under common control
with such party.
13. This Agreement may be amended by FSS from time to time by
the following procedure. FSS will mail a copy of the amendment to the
Provider's address, as shown below. If the Provider does not object to
the amendment within thirty (30) days after its receipt, the amendment
will become part of the Agreement. The Provider's objection must be in
writing and be received by FSS within such thirty days.
14. This Agreement may be terminated with regard to a
particular Fund or Class at any time, without the payment of any
penalty, by FSS or by the vote of a majority of the Disinterested
Trustees or Directors, as applicable, or by a majority of the
outstanding voting securities of the particular Fund or Class on not
more than sixty (60) days' written notice to the Provider. This
Agreement may be terminated by Provider on sixty (60) days' written
notice to FSS.
15. The Provider acknowledges and agrees that FSS has entered
into this Agreement solely in the capacity of agent for the Funds and
administrator of the Plan. The Provider agrees not to claim that FSS is
liable for any responsibilities or amounts due by the Funds hereunder.
[Provider]
Address
City State Zip Code
Dated: By:
Authoried Signature
Title
Print Name of Authorized Signature
FEDERATED SHAREHOLDER SERVICES
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
By:
Vice President
EXHIBIT A to Shareholder Services Sub-Contract with
Funds covered by this Agreement:
Shareholder Service Fees
1. During the term of this Agreement, FSS will pay Provider a
quarterly fee. This fee will be computed at the annual rate of ______
of the average net asset value of shares of the Funds held during the
quarter in accounts for which the Provider provides Services under this
Agreement, so long as the average net asset value of Shares in the Funds
during the quarter equals or exceeds such minimum amount as FSS shall
from time to time determine and communicate in writing to the Provider.
2. For the quarterly period in which the Agreement becomes
effective or terminates, there shall be an appropriate proration of any
fee payable on the basis of the number of days that the Agreement is in
effect during the quarter.
Exhibit 10 under Form N-1A
Exhibit 5 under Item 601/Reg. S-K
HOUSTON, HOUSTON & DONNELLY
ATTORNEYS AT LAW
2510 CENTRE CITY TOWER
PITTSBURGH, PA. 15222
__________
WILLIAM McC. HOUSTON
FRED CHALMERS HOUSTON, JR. FRED CHALMERS
HOUSTON
THOMAS J. DONNELLY (1914 - 1971)
ROBERT L. CAMPBELL
ARTHUR A. WALTENBAUGH
December 29, 1975
The Trustees of
Trust for Short-Term U.S. Government Securities
421 Seventh Avenue
Pittsburgh, Pennsylvania 15219
Gentlemen:
Trust for Short-Term U.S. Government Securities ("Trust") proposes
to offer and sell Shares of Beneficial Interest ("Shares") in the manner
and on the terms set forth in its Registration Statement filed on
October 30, 1975 with the Securities and Exchange Commission under the
Securities Act of 1933, as amended by Amendment No. 1.
As counsel we have participated in the organization of the Trust,
its registration under the Investment Company Act of 1940 and the
preparation and filing of its Registration Statement under the
Securities Act of 1933. We have examined and are familiar with the
provisions of the written Declaration of Trust dated October 30, 1975,
as amended December 24, 1975 ("Declaration of Trust"), the Bylaws of the
Trust and such other documents and records deemed relevant. We have
also reviewed questions of law and consulted with counsel thereon as
deemed necessary or appropriate by us for the purposes of this opinion.
Based on the foregoing, it is our opinion that:
1. The Trust is duly organized and validly existing pursuant to
the Declaration of Trust.
2. The Shares which are currently being registered by the
Registration Statement referred to above may be legally and validly
issued from time to time in accordance with the Declaration of Trust
upon receipt of consideration sufficient to comply with the provisions
of Article III, Section 3, of the Declaration of Trust and subject to
compliance with the Securities Act of 1933, as amended, the Investment
Company Act of 1940, as amended, and applicable state laws regulating
the sale of securities. Such Shares, when so issued, will be fully paid
and non-assessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement referred to above and to any application or
registration statement filed under the securities laws of any of the
States of the United States. We further consent to the reference to our
firm under the caption "Legal Counsel and Accountants" in the prospectus
filed as a part of such Registration Statement, applications and
registration statements.
Very truly yours,
HOUSTON, HOUSTON & DONNELLY
By: /s/Thomas J. Donnelly
TJD/heh
Exhibit 13 under Form N-1A
Exhibit 99 under Item 601/Reg. S-K
Item 12. Condensed Financial Information is hereby amended by deleting
the response to Item 12 and substituting in its place the following:
Not applicable. Registrant is a newly organized company which has only
$100,000 in net asses represented by a U.S. Treasury bill and cash. A
Statement of Assets and Liabilities as of December 5, 1975 is included
as Exhibit 13(a).
Item 13. Persons in Control Relationships with Registrant is hereby
amended by deleting the response to Item 13 and substituting in its
place the following:
"Federated Investors, Inc. ('Investors') owns of record and beneficially
100,000 shares of beneficial interest of the Registrant. Investors also
owns all of the outstanding stock of Institutional Research Corp.
('Adviser'), the Registrant's investment adviser and Federated Research
Corp. ('Research'), the Registrant's sub-investment adviser. John F.
Donahue owns 49% of the outstanding voting stock of Investors, Mr.
Richard B. Fisher owns 16%, and three relatives of Mr. Donahue own the
remaining 35% of the outstanding voting stock of Investors."
Item 14. Persons Owning Equity Securities of the Registrant is hereby
amended by deleting the response to Item 14 and substituting in its
place the following:
"Federated Investor, Inc. owns all of the 100,000 outstanding shares of
beneficial interest of the Registrant as of the date of this amendment."
Exhibit 16 under Form N-1A
Exhibit 99 under Item 601/Reg. S-K
SCHEDULE FOR COMPUTATION OF YIELD CALCULATION
This example illustrates the yield quotation for the seven-day period
ended November 30, 1988:
Value of a hypothetical pre-existing account $1.000000000
with exactly one share at the beginning of
the base period
Value of same account (excluding capital changes) 1.001528301
at end of seven-day base period*
Net Change in Account Value 0.001528301
Base Period Return:
Net Change in account value dividend by 0.001528301
the beginning account value
($.001528301 - $1.000000000)
Annualized Current Net Yield $.00528301 x (365/7) 7.97
*This value includes the value of additional shares purchased with
dividends from the original share, and dividends declared on both the
original share and any such additional shares.
<TABLE> <S> <C>
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<NUMBER> 1
<NAME> Trust for Short-Term U.S. Government Securitie
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Nov-30-1994
<PERIOD-END> Nov-30-1994
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<DISTRIBUTIONS-OF-INCOME> 52,540,144
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<NUMBER-OF-SHARES-REDEEMED> 8,105,140,603
<SHARES-REINVESTED> 5,452,034
<NET-CHANGE-IN-ASSETS> (546,132,631)
<ACCUMULATED-NII-PRIOR> 0
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<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
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<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 8,153,859
<AVERAGE-NET-ASSETS> 1,479,835,242
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> 0.040
<PER-SHARE-GAIN-APPREC> 0.000
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<PER-SHARE-NAV-END> 1.000
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<AVG-DEBT-PER-SHARE> 0.000
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