SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. . X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF
1940 X
Amendment No.
FEDERATED INSTITUTIONAL TRUST
(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, Esq., Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering As soon as
possible after
the effectiveness of the
Registration Statement
Copies to:
Thomas J. Donnelly, Esquire Charles H. Morin,
Esquire
Houston, Houston & Donnelly Dickstein, Shapiro &
Morin,
2510 Centre City Tower L.L.P.
650 Smithfield Street 2101 L Street, N.W.
Pittsburgh, Pennsylvania 15222 Washington, D.C. 20037
Pursuant to the provisions of Rule 24f-2 of the Investment
Company Act of 1940, Registrant hereby elects to register an
indefinite number of shares.
Amendment Pursuant to Rule 473
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission acting
pursuant to said Section 8(a), may determine.
CROSS-REFERENCE SHEET
This Registration Statement of Federated institutional
Trust, which consists of one portfolio: (1) Federated
Institutional Short-Term Government Fund, is comprised of the
following:
PART A. INFORMATION REQUIRED IN A PROSPECTUS.
Prospectus Heading
(Rule 404(c) Cross Reference)
Item 1. Cover Page (1) Cover Page.
Item 2. Synopsis (1) Summary of Fund Expenses.
Item 3. Condensed Financial
Information (1) Performance Information.
Item 4. General Description of
Registrant (1) General Information;
Investment Information;
Investment Objective;
Investment Policies; Investment
Limitations.
Item 5. Management of the Fund (1) Trust Information;
Management of the Trust;
Distribution of Fund Shares;
Administration of the Fund;
Expenses of the Fund.
Item 6. Capital Stock and Other
Securities (1) Dividends; Capital Gains;
Shareholder Information; Voting
Rights; Massachusetts
Partnership Law; Tax
Information; Federal Income
Tax; Pennsylvania Corporate and
Personal Property Taxes.
Item 7. Purchase of Securities Being
Offered (1) Net Asset Value; Investing
in the Fund; Share Purchases;
Minimum Investment Required;
What Shares Cost; Subaccounting
Services; Certificates and
Confirmations.
Item 8. Redemption or Repurchase (1) Redeeming Shares; Telephone
Redemption; Written Requests;
Accounts with Low Balances.
Item 9. Pending Legal Proceedings None.
PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL
INFORMATION.
Item 10. Cover Page (1) Cover Page.
Item 11. Table of Contents (1) Table of Contents.
Item 12. General Information and
History (1) General Information about
the Fund.
Item 13. Investment Objectives and
Policies (1) Investment Objective and
Policies.
Item 14. Management of the Fund (1) Trust Management.
Item 15. Control Persons and Principal
Holders of Securities (1) Not applicable.
Item 16. Investment Advisory and Other
Services (1) Investment Advisory
Services; Administrative
Services; Shareholder Services
Plan.
Item 17. Brokerage Allocation (1) Brokerage Transactions.
Item 18. Capital Stock and Other
Securities (1) Not applicable.
Item 19. Purchase, Redemption and
Pricing of Securities
Being Offered (1) Purchasing Shares;
Determining Net Asset Value;
Redeeming Shares.
Item 20. Tax Status (1) Tax Status.
Item 21. Underwriters (1) Not applicable.
Item 22. Calculation of Performance
Data (1) Total Return; Yield;
Performance Comparisons.
Item 23. Financial Statements (1) To be filed by Amendment.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JULY 6, 1994
FEDERATED INSTITUTIONAL SHORT-TERM GOVERNMENT FUND
(A PORTFOLIO OF FEDERATED INSTITUTIONAL TRUST)
PROSPECTUS
The shares of Federated Institutional Short-Term Government Fund
(the "Fund") offered by this prospectus represent interests in a
diversified portfolio of securities which is a portfolio of
Federated Institutional Trust (the "Trust"), an open-end management
investment company (a mutual fund).
The investment objective of the Fund is current income. The Fund
invests only in U.S. government securities. Shares are sold at net
asset value.
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 BY THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY.
INVESTMENT IN THESE SHARES INVOLVES INVESTMENT RISK, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.
This prospectus contains the information you should read and know
before you invest in the Fund. Keep this prospectus for future
reference.
The Fund has also filed a Statement of Additional Information dated
__________, 1994, with the Securities and Exchange Commission. The
information contained in the Statement of Additional Information is
incorporated by reference into this prospectus. You may request a
copy of the Statement of Additional Information free of charge by
calling 1-800-235-4669. To obtain other information or make
inquiries about the Fund, contact the Fund 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 ___________, 1994
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY
NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE.
TABLE OF CONTENTS
SUMMARY OF FUND EXPENSES
GENERAL INFORMATION
INVESTMENT INFORMATION
Investment Objective
Investment Policies
Acceptable Investments
Repurchase Agreements
When-Issued and Delayed
Delivery Transactions
Portfolio Turnover
Investment Limitations
TRUST INFORMATION
Management of the Trust
Board of Trustees
Investment Adviser
Advisory Fees
Adviser's Background
Distribution of Fund Shares
Administration of the Fund
Administrative Services
Shareholder Services Plan
Custodian
Transfer Agent and
Dividend Disbursing Agent
Legal Counsel
Independent Auditors
EXPENSES OF THE FUND
NET ASSET VALUE
INVESTING IN THE FUND
Share Purchases
By Wire
By Mail
Minimum Investment Required
What Shares Cost
Subaccounting Services
Certificates and Confirmations
Dividends
Capital Gains
REDEEMING SHARES
Telephone Redemption
Written Requests
Signatures
Receiving Payment
Accounts With Low Balances
SHAREHOLDER INFORMATION
Voting Rights
Massachusetts Partnership Law
TAX INFORMATION
Federal Income Tax
Pennsylvania Corporate and Personal
Property Taxes
PERFORMANCE INFORMATION
ADDRESSES Inside Back Cover
SUMMARY OF FUND EXPENSES
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) 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
ANNUAL FUND OPERATING EXPENSES*
(As a percentage of projected average net assets)
Management Fee (after waiver) (1) 0.00%
12b-1 Fee None
Total Other Expenses (after expense reimbursement) 0.45%
Shareholder Services Fee (2) 0.00%
Total Fund Operating Expenses (3) 0.45%
(1) The estimated management fee has been reduced to reflect the
anticipated voluntary waiver of the management fee. The adviser can
terminate the voluntary waiver at any time at its sole discretion.
The maximum management fee is 0.40%.
(2) The Fund has no present intention of paying or accruing the
shareholder services fee during the period ending July 31, 1995. If
the Fund were paying or accruing the shareholder services fee, the
Fund would be able to pay up to 0.25% of its average daily net
assets for the shareholder services fee. See "Trust Information."
(3) The Total Fund Operating Expenses are estimated to be 0.89%
absent the anticipated voluntary waiver of the management fee and
the anticipated voluntary reimbursement of certain other operating
expenses.
*Total Operating Expenses are estimated based on average expenses
expected to be incurred during the period ending July 31, 1995.
During the course of this period, expenses may be more or less than
the average amount shown.
THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN
UNDERSTANDING THE VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF
THE FUND WILL BEAR, EITHER DIRECTLY OR INDIRECTLY. FOR MORE
COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS AND EXPENSES, SEE " TRUST
INFORMATION." Wire-transferred redemptions of less than $5,000 may
be subject to additional fees.
EXAMPLE 1 year 3 years
You would pay the following
expenses on a $1,000 investment
assuming (1) 5% annual return
and (2) redemption at the end of
each time period............. $5 $14
THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF
PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS
THAN THOSE SHOWN. THIS EXAMPLE IS BASED ON ESTIMATED DATA FOR THE
FUND'S FISCAL YEAR ENDING JULY 31, 1995.
GENERAL INFORMATION
The Trust was established as a Massachusetts business trust under a
Declaration of Trust dated June 9, 1994. The Declaration of Trust
permits the Trust to offer separate series of shares of beneficial
interest representing interests in separate portfolios of
securities. The shares in any one portfolio may be offered in
separate classes.
Shares of the Fund are designed to give institutions a convenient
means of accumulating an interest in a professionally managed,
diversified portfolio of U.S. government securities. A minimum
initial investment of $1,000,000 is required.
Shares are currently sold and redeemed at net asset value without a
sales charge imposed by the Fund.
INVESTMENT INFORMATION
INVESTMENT OBJECTIVE
The investment objective of the Fund is current income. The
investment objective cannot be changed without the approval of
shareholders. While there is no assurance that the Fund will
achieve its investment objective, it endeavors to do so by following
the investment policies described in this prospectus.
Unless indicated otherwise, the investment policies of the Fund may
be changed by the Board of Trustees ("Trustees") without the
approval of shareholders. Shareholders will be notified before any
material change in these policies becomes effective.
INVESTMENT POLICIES
The Fund pursues its investment objective by investing only in U.S.
government securities, and has a dollar-weighted average portfolio
maturity of 3 years or less.
ACCEPTABLE INVESTMENTS. The U.S. government securities in which the
Fund invests are either issued or guaranteed by the U.S. government,
its agencies, or instrumentalities. These securities are limited
to:
- direct obligations of the U.S. Treasury such as U.S. Treasury
bills, notes, and bonds; and
- obligations of U.S. government agencies or instrumentalities
such as Federal Home Loan Banks, Federal National Mortgage
Association, Government National Mortgage Association, Banks for
Cooperatives (including Central Bank for Cooperatives), Federal
Land Banks, Federal Intermediate Credit Banks, Tennessee Valley
Authority, Export-Import Bank of the United States, Commodity
Credit Corporation, Federal Financing Bank, Student Loan
Marketing Association, Federal Home Loan Mortgage Corporation,
or National Credit Union Administration.
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 obligations are supported by:
- the issuer's right to borrow an amount limited to a specific
line of credit from the U.S. Treasury;
- the discretionary authority of the U.S. government to purchase
certain obligations of an agency or instrumentality; or
- the credit of the agency or instrumentality.
REPURCHASE AGREEMENTS. Repurchase agreements are arrangements in
which banks, broker/ dealers, and other recognized financial
institutions sell U.S. government securities or other securities to
the Fund and agree at the time of sale to repurchase them at a
mutually agreed upon time and price. To the extent that the
original seller does not repurchase the securities from the Fund,
the Fund could receive less than the repurchase price on any sale of
such securities.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS. The Fund may
purchase securities on a when-issued or delayed delivery basis.
These transactions are arrangements in which the Fund purchases
securities with payment and delivery scheduled for a future time.
In when-issued and delayed delivery transactions, the Fund relies on
the seller to complete the transaction. The seller's failure to
complete the transaction may cause the Fund to miss a price or yield
considered to be advantageous.
POTFOLIO TURNOVER
The securities in the Fund's portfolio will be sold whenever the
Fund's investment adviser believes it is appropriate to do so in
light of the Fund's investment objective, without regard to the
length of time a particular security may have been held. It is not
anticipated that the portfolio trading engaged in by the Fund will
result in its annual rate of portfolio turnover exceeding 150%. A
portfolio turnover rate of 100% would occur, for example, if all of
the securities in the Fund's portfolio were replaced once in a
period of one year. The Fund's rate of portfolio turnover may
exceed that of certain other mutual funds with the same objective.
A higher rate of portfolio turnover involves correspondingly greater
brokerage commissions and other expenses which must be borne
directly by the Fund and , thus, indirectly by shareholders. In
addition, a high rate of portfolio turnover may result in the
realization of larger amounts of capital gains which, when
distributed to the Fund's shareholders, are taxable to them.
Nevertheless, transactions for the Fund's portfolio will be based
only upon investment considerations and will not be limited by any
other considerations when the Fund's investment adviser deems it
appropriate to make changes in the Fund's portfolio.
INVESTMENT LIMITATIONS
The Fund will not borrow money directly or through reverse
repurchase agreements (arrangements in which the Fund sells a money
market or other portfolio instrument, as applicable for a percentage
of its cash value with an agreement to buy it back on a set date) or
pledge securities except, under certain circumstances, the Fund may
borrow money up to one-third of the value of its total assets and
pledge assets as necessary to secure such borrowings.
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 changed in this limitation
becomes effective.
The Fund will not invest more than 15% of the value of its net
assets in illiquid securities, including repurchase agreements
providing for settlement in more than seven days after notice.
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. The Executive Committee of the Board
of Trustees handles the Board's responsibilities between meetings of
the Board.
INVESTMENT ADVISER. Investment decisions for the Fund are made by
Federated Management, the Fund's investment adviser (the "adviser"),
subject to direction by the Trustees.
The adviser continually conducts investment research and supervision
for the Fund and is responsible for the purchase or sale of
portfolio instruments, for which it receives an annual fee from the
Fund.
ADVISORY FEES. The Fund's adviser receives an annual investment
advisory fee equal to .40 of 1% of the Fund's average daily net
assets. The adviser has also undertaken to reimburse the Fund for
operating expenses in excess of limitations established by certain
states. This does not include reimbursement to the Fund of any
expenses incurred by shareholders who use the transfer agent's
subaccounting facilities.
ADVISER'S BACKGROUND. Federated Management, 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 Management 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.
Susan M. Nason has been the Fund's portfolio manager since
inception. Ms. Nason joined Federated Investors in 1987 and has
been a Vice President of the Fund's investment adviser since 1993.
Ms. Nason served as an Assistant Vice President of the investment
adviser from 1990 until 1992, and from 1987 until 1990 she acted as
an investment analyst. Ms. Nason is a Chartered Financial Analyst
and received her M.B.A. in Finance from Carnegie Mellon University.
DISTRIBUTION OF FUND SHARES
Federated Securities Corp. is the principal distributor for shares
of the Fund. It is a Pennsylvania corporation organized on November
14, 1969, and is the principal distributor for a number of
investment companies. Federated Securities Corp. is a subsidiary of
Federated Investors.
ADMINISTRATION OF THE FUND
ADMINISTRATIVE SERVICES. Federated Administrative Services, a
subsidiary of Federated Investors, provides administrative personnel
and services (including certain legal and financial reporting
services) necessary to operate the Fund. Federated Administrative
Services provides these at an annual rate which relates to the
average aggregate daily net assets of all funds advised by
subsidiaries of Federated Investors ("Federated Funds") as specified
below:
MAXIMUM AVERAGE AGGREGATE DAILY NET
ADMINISTRATIVE FEE ASSETS OF THE FEDERATED FUNDS
0.15 of 1% on the first $250 million
0.125 of 1% on the next $250 million
0.10 of 1% on the next $250 million
0.075 of 1% on assets in excess of $750 million
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. Federated Administrative Services may choose voluntarily
to waive a portion of its fee.
SHAREHOLDER SERVICES PLAN. The Trust has adopted a Shareholder
Services Plan (the "Services Plan") under which it may make payments
up to 0.25 of 1% of the average daily net asset value of the Fund to
obtain certain personal services for shareholders and the
maintenance of shareholder accounts ("shareholder services").
The Trust has entered into a Shareholder Services Agreement with
Federated Shareholder Services, a subsidiary of Federated Investors,
under which Federated Shareholder Services will either perform
shareholder services directly or will select financial institutions
to perform shareholder services. Financial institutions will
receive fees based upon shares owned by their clients or customers.
The schedules of such fees and the basis upon which such fees will
be paid will be determined from time to time by the Trust and
Federated Shareholder Services.
CUSTODIAN. State Street Bank and Trust Company, Boston,
Massachusetts, is custodian for the securities and cash of the Fund.
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT. Federated Services
Company, Boston, Massachusetts, is transfer agent for the shares of
the Fund and dividend disbursing agent for the Fund.
LEGAL COUNSEL. Legal counsel is provided by Houston, Houston &
Donnelly, Pittsburgh, Pennsylvania, and Dickstein, Shapiro and
Morin, L.L.P., Washington, D.C.
INDEPENDENT AUDITORS. The independent auditors for the Fund are
Ernst & Young, Pittsburgh, Pennsylvania.
NET ASSET VALUE
The Fund's net asset value per share fluctuates. The net asset
value for shares is determined by adding the interest of the shares
in the market value of all securities and other assets of the Fund,
subtracting the interest of the shares in the liabilities of the
Fund and those attributable to shares, and dividing the remainder by
the total number of shares outstanding.
EXPENSES OF THE FUND
The Fund pays all of its own expenses and its allocable share of the
Trust's expenses. The expenses for the Fund include, but are not
limited to, the cost of: organizing the Fund and continuing
existence of the Fund and the Trust; Trustees' fees; investment
advisory and administrative services; printing prospectuses and
other Fund documents for shareholders; registering the Trust, the
Fund and shares of the Fund; taxes and commissions; issuing,
purchasing, repurchasing, and redeeming shares; fees for custodians,
transfer agents, dividend disbursing agents, shareholder servicing
agents, and registrars; printing, mailing, auditing, accounting, and
legal expenses; reports to shareholders and governmental agencies;
meetings of Trustees and shareholders and proxy solicitations
therefor; insurance premiums; association membership dues; and such
nonrecurring and extraordinary items as may arise.
INVESTING IN THE FUND
SHARE PURCHASES
Shares are sold on days on which the New York Stock Exchange is open
for business. Shares may be purchased either by wire or mail.
To purchase shares, open an account by calling Federated Securities
Corp. Information needed to establish an account will be taken over
the telephone. The Fund reserves the right to reject any purchase
request.
BY WIRE. To purchase shares by Federal Reserve wire, call the Fund
before 4:00 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) on the next business day
following the order. Federal funds should be wired as follows:
State Street Bank and Trust Company, Boston, Massachusetts;
Attention: EDGEWIRE; For Credit to: Federated Institutional Short-
Term Government Fund; Fund Number (this number can be found on the
account statement or by contacting the Fund); Group Number or Wire
Order Number; Nominee or Institution Name; and ABA Number 011000028.
BY MAIL. To purchase shares by mail, send a check made payable to
Federated Institutional Short-Term Government Fund to Federated
Services Company, c/o State Street Bank and Trust Company, P.O. Box
8602, Boston, Massachusetts 02266-8602. Orders by mail are
considered received after payment by check is converted by State
Street Bank into federal funds. This is normally the next business
day after State Street Bank receives the check.
MINIMUM INVESTMENT REQUIRED
The minimum initial investment in shares is $1,000,000. An
institutional investor's minimum investment will be calculated by
combining all accounts it maintains with the Fund. Accounts
established through a non-affiliated bank or broker may be subject
to a smaller minimum investment.
WHAT SHARES COST
Shares are sold at their net asset value next determined after an
order is received. There is no sales charge imposed by the Fund.
Investors who purchase shares through a non-affiliated bank or
broker may be charged an additional service fee by that bank or
broker.
The net asset value is determined at 4:00 p.m. (Eastern time),
Monday through Friday, except on (i) days on which there are not
sufficient changes in the value of the Fund's portfolio securities
such that its net asset value might be materially affected; (ii)
days during which no shares are tendered for redemption and no
orders to purchase shares are received; and (iii) the following
holidays: New Year's Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day and Christmas
Day.
SUBACCOUNTING SERVICES
Institutions are encouraged to open single master accounts.
However, certain institutions may wish to use the transfer agent's
subaccounting system to minimize their internal recordkeeping
requirements. The transfer agent charges a fee based on the level
of subaccounting services rendered. Institutions holding shares in
a fiduciary, agency, custodial, or similar capacity may charge or
pass through subaccounting fees as part of or in addition to normal
trust or agency account fees. They may also charge fees for other
services provided which may be related to the ownership of shares.
This prospectus should, therefore, be read together with any
agreement between the customer and the institution with regard to
the services provided, the fees charged for those services, and any
restrictions and limitations imposed.
CERTIFICATES AND CONFIRMATIONS
As transfer agent for the Fund, Federated Services Company maintains
a share account for each shareholder. Share certificates are not
issued unless requested by contacting the Fund.
Detailed confirmations of each purchase or redemption are sent to
each shareholder. Monthly confirmations are sent to report
dividends paid during the month.
DIVIDENDS
Dividends are declared daily and paid monthly. Dividends are
declared just prior to determining net asset value. If an order for
shares is placed on the preceding business day, shares purchased by
wire begin earning dividends on the business day wire payment is
received by the Fund. If the order for shares and payment by wire
are received on the same day, shares begin earning dividends on the
next business day. Shares purchased by check begin earning
dividends on the business day after the check is converted by the
transfer agent into federal funds. Dividends are automatically
reinvested on payment dates in additional shares unless cash
payments are requested by contacting the Fund.
CAPITAL GAINS
Capital gains realized by the Fund, if any, will be distributed at
least once every 12 months.
REDEEMING SHARES
The Fund redeems shares at their net asset value next determined
after the Fund receives the redemption request. Redemptions will be
made on days on which the Fund computes its net asset value.
Redemption requests must be received in proper form and can be made
by telephone request or by written request.
TELEPHONE REDEMPTION
Shareholders may redeem their shares by telephoning the Fund before
4:00 p.m. (Eastern time). Telephone redemption instructions may be
recorded. All proceeds will normally be wire transferred the
following business day, but in no event more than seven days, to the
shareholder's account at a domestic commercial bank that is a member
of the Federal Reserve System. If at any time, the Fund shall
determine it necessary to terminate or modify this method of
redemption, shareholders would be promptly notified.
An authorization form permitting the Fund to accept telephone
requests must first be completed. Authorization forms and
information on this service are available from Federated Securities
Corp.
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 written
requests, should be considered. If reasonable procedures are not
followed by the Fund, it may be liable for losses due to
unauthorized or fraudulent telephone instructions.
WRITTEN REQUESTS
Shares may also be redeemed by sending a written request to the
Fund. Call the Fund for specific instructions before redeeming by
letter. The shareholder will be asked to provide in the request his
name, the Fund name, his account number, and the share or dollar
amount requested. If share certificates have been issued, they must
be properly endorsed and should be sent by registered or certified
mail with the written request.
SIGNATURES. Shareholders requesting a redemption of $50,000 or
more, a redemption of any amount to be sent to an address other than
that on record with the Fund, or a redemption payable other than to
the shareholder of record must have signatures on written redemption
requests guaranteed by:
- a trust company or commercial bank whose deposits are insured by
the Bank Insurance Fund ("BIF"), which is administered by the
Federal Deposit Insurance Corporation ("FDIC");
- a member of the New York, American, Boston, Midwest, or Pacific
Stock Exchange;
- a savings bank or savings and loan association whose deposits
are insured by the Savings Association Insurance Fund ("SAIF"),
which is administered by the FDIC; or
- any other "eligible guarantor institution," as defined in the
Securities Exchange Act of 1934.
The Fund does not accept signatures guaranteed by a notary public.
The Fund and its transfer agent have adopted standards for accepting
signature guarantees from the above institutions. The Fund may
elect in the future to limit eligible signature guarantors to
institutions that are members of a signature guarantee program. The
Fund and its transfer agent reserve the right to amend these
standards at any time without notice.
RECEIVING PAYMENT. 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.
ACCOUNTS WITH LOW BALANCES
Due to the high cost of maintaining accounts with low balances, the
Fund may redeem shares in any account and pay the proceeds to the
shareholder if the account balance falls below a required minimum
value of $1,000,000. This requirement does not apply, however, if
the balance falls below $1,000,000 because of changes in the Fund's
net asset value.
Before shares are redeemed to close an account, the shareholder is
notified in writing and allowed 30 days to purchase additional
shares to meet the minimum requirement.
SHAREHOLDER INFORMATION
VOTING RIGHTS
Each share of the Fund gives the shareholder one vote in Trustee
elections and other matters submitted to shareholders 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 or the Fund's operation and
for the 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 shareholders for this
purpose shall be called by the Trustees upon the written request of
shareholders owning at least 10% of the outstanding shares of the
Trust entitled to vote.
MASSACHUSETTS PARTNERSHIP LAW
Under certain circumstances, shareholders may be held personally
liable as partners under Massachusetts law for obligations of the
Trust. To protect the shareholders of the Fund, the Trust has filed
legal documents with Massachusetts that expressly disclaim the
liability of its shareholders for such acts or obligations of the
Trust. These documents require notice of this disclaimer to be
given in each agreement, obligation, or instrument that the Trust or
its Trustees enter into or sign on behalf of the Fund.
In the unlikely event a shareholder is held personally liable for
the Trust's obligations, the Trust is required to use its property
to protect or compensate the shareholder. On request, the Trust
will defend any claim made and pay any judgment against a
shareholder for any act or obligation of the Trust. Therefore,
financial loss resulting from liability as a shareholder will occur
only if the Trust itself cannot meet its obligations to indemnify
shareholders and pay judgments against them from its assets.
TAX INFORMATION
FEDERAL INCOME TAX
The Fund will pay no federal income tax because it expects to meet
requirements of the Internal Revenue Code applicable to regulated
investment companies and to receive the special tax treatment
afforded to such companies.
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.
PENNSYLVANIA CORPORATE AND PERSONAL PROPERTY TAXES
In the opinion of Houston, Houston & Donnelly, counsel to the Trust:
- the Fund is not subject to Pennsylvania corporate or personal
property taxes; and
- Fund 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 Fund would be
subject to such taxes if owned directly by residents of those
jurisdictions.
Shareholders are urged to consult their own tax advisers regarding
the status of their accounts under state and local tax laws.
PERFORMANCE INFORMATION
From time to time, the Fund advertises its total return and yield.
Total return represents the change, over a specified period of time,
in the value of an investment in the Fund after reinvesting all
income and capital gain distributions. It is calculated by dividing
that change by the initial investment and is expressed as a
percentage.
The yield of the Fund is calculated by dividing the net investment
income per share (as defined by the Securities and Exchange
Commission) earned by the Fund over a thirty-day period by the
maximum offering price per share of the Fund on the last day of the
period. This number is then annualized using semi-annual
compounding. The yield does not necessarily reflect income actually
earned by the Fund and, therefore, may not correlate to the
dividends or other distributions paid to shareholders.
The Fund is sold without any sales load or other similar non-
recurring charges.
From time to time, the Fund may advertise its performance using
certain financial publications and/or compare its performance to
certain indices.
ADDRESSES
Federated Institutional Short-Term
Government Fund
Federated Investors Tower
Pittsburgh, Pennsylvania
15222-3779
Distributor
Federated Securities Corp. Federated Investors Tower
Pittsburgh, Pennsylvania
15222-3779
Investment Adviser
Federated Management Federated Investors Tower
Pittsburgh, Pennsylvania
15222-3779
Custodian
State Street Bank and P.O. Box 8602
Trust Company Boston, Massachusetts
02266-8602
Transfer Agent and Dividend
Disbursing Agent
Federated Services Company Federated Investors Tower
Pittsburgh, Pennsylvania
15222-3779
Legal Counsel
Houston, Houston & Donnelly 2510 Centre City Tower
Pittsburgh, Pennsylvania
15222
Legal Counsel
Dickstein, Shapiro & Morin, L.L.P. 2101 L Street, N.W.
Washington, D.C. 20037
Independent Auditors
Ernst & Young One Oxford Centre
Pittsburgh, Pennsylvania
15219
FEDERATED INSTITUTIONAL
SHORT-TERM
GOVERNMENT FUND
PROSPECTUS
A Diversified Portfolio of
Federated Institutional Trust
An Open-End, Diversified
Management Investment Company
Prospectus dated ________, 1994
FEDERATED SECURITIES CORP.
(LOGO)
Distributor
A subsidiary of FEDERATED INVESTORS
FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779
(G00352-01)
SUBJECT TO COMPLETION
PRELIMINARY STATEMENT OF ADDITIONAL INFORMATION DATED JULY 6,
1994
FEDERATED INSTITUTIONAL SHORT-TERM GOVERNMENT FUND
(A PORTFOLIO OF FEDERATED INSTITUTIONAL TRUST)
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information should be read with the
prospectus of Federated Institutional Short-Term Government Fund
(the "Fund") dated ___________, 1994. This Statement is not a
prospectus itself. To receive a copy of the prospectus, write or
call the Trust.
FEDERATED INVESTORS TOWER
PITTSBURGH, PENNSYLVANIA 15222-3779
Statement dated _____________, 1994
FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------------
Distributor
A subsidiary of FEDERATED INVESTORS
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE
SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS
TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS STATEMENT OF ADDITIONAL
INFORMATION DOES NOT CONSTITUTE A PROSPECTUS.
TABLE OF CONTENTS
GENERAL INFORMATION ABOUT THE FUND
INVESTMENT OBJECTIVE AND POLICIES
Types of Investments
Reverse Repurchase Agreements
When-Issued and Delayed
Delivery Transactions
Repurchase Agreements
Investment Limitations
TRUST MANAGEMENT
Officers and Trustees
The Funds
Fund Ownership
Trustee Liability
INVESTMENT ADVISORY SERVICES
Adviser to the Fund
Advisory Fees
Other Related Services
ADMINISTRATIVE SERVICES
SHAREHOLDER SERVICES PLAN
BROKERAGE TRANSACTIONS
PURCHASING SHARES
Conversion to Federal Funds
DETERMINING NET ASSET VALUE
Determining Market Value of Securities
REDEEMING SHARES
Redemption in Kind
TAX STATUS
The Fund's Tax Status
Shareholders' Tax Status
TOTAL RETURN
YIELD
PERFORMANCE COMPARISONS
Duration
GENERAL INFORMATION ABOUT THE FUND
Federated Institutional Short-Term Government Fund is a portfolio of
Federated Institutional Trust (the "Trust"). The Trust was
established as a Massachusetts business trust under a Declaration of
Trust dated June 9, 1994.
INVESTMENT OBJECTIVE AND POLICIES
The Fund's investment objective is current income. The Fund's
investment objective cannot be changed without approval of
shareholders. Unless otherwise indicated, the investment policies
described below may be changed by the Board of Trustees ("Trustees")
without shareholder approval. Shareholders will be notified before
any material change in these policies becomes effective.
TYPES OF INVESTMENTS
The Fund invests only in U.S. government securities, and has a
dollar-weighted average portfolio maturity of 3 years or less.
REVERSE REPURCHASE AGREEMENTS
The Fund may also enter into reverse repurchase agreements. These
transactions are similar to borrowing cash. In a reverse repurchase
agreement, the Fund transfers possession of a portfolio instrument
to another person, such as a financial institution, broker, or
dealer, in return for the instrument's market value in cash, and
agrees that on a stipulated date in the future the Fund will
repurchase the portfolio instrument by remitting the original
consideration plus interest at an agreed upon rate. The use of
reverse repurchase agreements may enable the Fund to avoid selling
portfolio instruments at a time when a sale may be deemed to be
disadvantageous, but the ability to enter into reverse repurchase
agreements does not ensure that the Fund will be able to avoid
selling portfolio instruments at a disadvantageous time.
When effecting reverse repurchase agreements, liquid assets of the
Fund, in a dollar amount sufficient to make payment for the
obligations to be purchased, are segregated at the trade date.
These securities are marked to market daily and are maintained until
the transaction is settled.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
These transactions are arrangements in which the Fund purchases
securities with payment and delivery scheduled for a future time.
The Fund engages in when-issued and delayed delivery transactions
only for the purpose of acquiring portfolio securities consistent
with the Fund's investment objective and policies, and not for
investment leverage.
These transactions are made to secure what is considered to be an
advantageous price and yield for the Fund. Settlement dates will
occur no more than 120 days after entering into these transactions,
and the market values of the securities purchased may vary from the
purchase prices.
No fees or other expenses, other than normal transaction costs, are
incurred. However, liquid assets of the Fund sufficient to make
payment for the securities to be purchased are segregated at the
trade date. These securities are marked to market daily and
maintained until the transaction is settled.
The Fund may engage in these transactions to an extent that would
cause the segregation of an amount up to 20% of the total value of
its assets.
REPURCHASE AGREEMENTS
The Fund or its custodian will take possession of the securities
subject to repurchase agreements, and these securities will be
marked to market daily. To the extent that the original seller does
not repurchase the securities from the Fund, the Fund could receive
less than the repurchase price on any sale of such securities. In
the event that such a defaulting seller filed for bankruptcy or
became insolvent, disposition of such securities by the Fund might
be delayed pending court action. The Fund believes that under the
regular procedures normally in effect for custody of the Fund's
portfolio securities subject to repurchase agreements, a court of
competent jurisdiction would rule in favor of the Fund and allow
retention or disposition of such securities. The Fund will only
enter into repurchase agreements with banks and other recognized
financial institutions such as broker/dealers which are deemed by
the Fund's adviser to be creditworthy pursuant to guidelines
established by the Trustees.
INVESTMENT LIMITATIONS
SELLING SHORT AND BUYING ON MARGIN
The Fund will not sell any securities short or purchase any
securities on margin but may obtain such short-term credits as may
be necessary for clearance of purchases and sales of securities.
ISSUING SENIOR SECURITIES AND BORROWING MONEY
The Fund will not issue senior securities, except that the
Fund may borrow money in amounts up to one-third of the value
of its total assets, including the amount borrowed. The Fund
will not borrow money for investment leverage, but rather as a
temporary, extraordinary, or emergency measure to facilitate
management of the portfolio by enabling the Fund to, for
example, meet redemption requests when the liquidation of
portfolio securities is deemed to be inconvenient or
disadvantageous. The Fund will not purchase any securities
while borrowings in excess of 5% of the value of its total
assets are outstanding.
PLEDGING ASSETS
The Fund will not mortgage, pledge, or hypothecate any assets except
to secure permitted borrowings. In those cases, it may mortgage,
pledge, or hypothecate assets having a market value not exceeding
15% of the value of total assets at the time of the borrowing.
DIVERSIFICATION OF INVESTMENTS
With respect to securities comprising 75% of the value of its
total assets, the Fund will not purchase securities issued by
any one issuer (other than cash, cash items or securities
issued or guaranteed by the government of the United States or
its agencies or instrumentalities and repurchase agreements
collateralized by such securities) if as a result more than 5%
of the value of its total assets would be invested in the
securities of that issuer, or if it would own more than 10% of
the outstanding voting securities of such issuer.
INVESTING IN REAL ESTATE
The Fund will not purchase or sell real estate, including
limited partnership interests, although it may invest in the
securities of companies whose business involves the purchase
or sale of real estate or in securities which are secured by
real estate or interests in real estate.
INVESTING IN COMMODITIES
The Fund will not purchase or sell commodities, commodity
contracts, or commodity futures contracts.
UNDERWRITING
The Fund will not underwrite any issue of securities, except
as it may be deemed to be an underwriter under the Securities
Act of 1933 in connection with the sale of securities which
the Fund may purchase pursuant to its investment objective,
policies, and limitations.
LENDING CASH OR SECURITIES
The Fund will not lend any of its assets, except portfolio
securities. This shall not prevent the Fund from purchasing
or holding U.S. government obligations, entering into
repurchase agreements, or engaging in other transactions where
permitted by the Fund's investment objective, policies and
limitations or the Trust's Declaration of Trust.
The above limitations cannot be changed without shareholder
approval. The following limitations may be changed by the
Trustees without shareholder approval. Shareholders will be
notified before any material change in these limitations
becomes effective.
INVESTING IN RESTRICTED SECURITIES
The Fund will not invest more than 10% of its total assets in
securities subject to restrictions on resale under the
Securities Act of 1933, except for restricted securities which
meet the criteria for liquidity as established by the Board of
Trustees.
INVESTING IN ILLIQUID SECURITIES
The Fund will not invest more than 15% of the value of its net
assets in illiquid securities, including repurchase agreements
providing for settlement in more than seven days after notice
and certain restricted securities not determined by the
Trustees to be liquid.
INVESTING IN MINERALS
The Fund will not purchase interests in oil, gas, or other
mineral exploration or development programs or leases, except
it may purchase the securities of issuers which invest or
sponsor such programs.
INVESTING IN NEW ISSUERS
The Fund will not invest more than 5% of the value of its
total assets in securities of issuers which have records of
less than three years of continuous operations, including the
operation of any predecessor.
INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS
AND TRUSTEES OF THE TRUST
The Fund will not purchase or retain the securities of any
issuer if the officers and Trustees of the Trust or the Fund's
investment adviser owning individually more than 1/2 of 1% of
the issuer's securities together own more than 5% of the
issuer's securities.
Except with respect to borrowing money, if a percentage
limitation is adhered to at the time of investment, a later
increase or decrease in percentage resulting from any change
in value or net assets will not result in a violation of such
restriction.
The Fund does not expect to borrow money in excess of 5% of
the value of its net assets during the coming fiscal year.
For purposes of its policies and limitations, the Fund
considers certificates of deposit and demand and time deposits
issued by a U.S. branch of a domestic bank or savings and loan
having capital, surplus, and undivided profits in excess of
$100,000,000 at the time of investment to be "cash items."
TRUST MANAGEMENT
OFFICERS AND TRUSTEES
Officers and Trustees are listed with their addresses, principal
occupations, and present positions, including any affiliation with
Federated Management, Federated Investors, Federated Securities
Corp., Federated Services Company, Federated Administrative
Services, and the Funds (as defined below).
Positions with Principal Occupations
Name and Address the Trust During Past Five Years
John F. Donahue@* Chairman Chairman and Trustee,
Federated Investors and Trustee Federated Investors;
Chairman
Tower and Trustee, Federated
Pittsburgh, PA Advisers, Federated
Management, and Federated
Research; Director, AEtna
Life and Casualty Company;
Chief Executive Officer and
Director, Trustee, or
Managing General Partner of
the Funds; formerly,
Director, The Standard Fire
Insurance Company. Mr.
Donahue is the father of J.
Christopher Donahue, Vice
President and Trustee of
the Fund.
John T. Conroy, Jr. Trustee President, Investment
Wood/IPC Commercial Properties Corporation;
Senior
Department Vice-President, John R. Wood
John R. Wood and and Associates,
Inc.,Realtors;
Associates, Inc., Realtors President, Northgate
Village
3255 Tamiami Trail North Development Corporation;
Naples, FL General Partner or Trustee
in private real estate
ventures in Southwest
Florida; Director, Trustee,
or Managing General Partner
of the Funds; formerly,
President, Naples Property
Management, Inc.
William J. Copeland Trustee Director and Member of the
One PNC Plaza - 23rd Floor Executive Committee, Michael
Pittsburgh, PA Baker, Inc.; Director,
Trustee, or Managing
General Partner of the
Funds; formerly, Vice
Chairman and Director, PNC
Bank, N.A., and PNC Bank
Corp. and Director, Ryan
Homes, Inc.
James E. Dowd Trustee Attorney-at-law; Director,
The
571 Hayward Mill Road Emerging Germany Fund,
Inc.;
Concord, MA Director, Trustee, or
Managing General Partner of
the Funds; formerly,
Director, Blue Cross of
Massachusetts, Inc.
Lawrence D. Ellis, M.D. Trustee Hematologist,
Oncologist, and
3471 Fifth Avenue Internist, Presbyterian and
Suite 1111 Montefiore Hospitals;
Clinical
Pittsburgh, PA Professor of Medicine and
Trustee, University of
Pittsburgh; Director,
Trustee, or Managing
General Partner of the
Funds.
Edward L. Flaherty, Jr.@ Trustee Attorney-at-law;
Partner, Meyer
5916 Penn Mall and Flaherty; Director,
Eat'N
Pittsburgh, PA Park Restaurants, Inc., and
Statewide Settlement
Agency, Inc.; Director,
Trustee, or Managing
General Partner of the
Funds; formerly, Counsel,
Horizon Financial, F.A.,
Western Region.
Peter E. Madden Trustee Consultant; State
225 Franklin Street Representative,
Boston, MA 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 Trustee Attorney-at-law; Partner,
Meyer
5916 Penn Mall and Flaherty; Chairman,
Pittsburgh, PA 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 Trustee Professor, Foreign Policy
and
1202 Cathedral of Management Consultant;
Learning Trustee, Carnegie Endowment
University of Pittsburgh for International Peace,
RAND
Pittsburgh, PA Corporation, Online Computer
Library Center, Inc., and
U.S. Space Foundation;
Chairman, Czecho Slovak
Management Center;
Director, Trustee, or
Managing General Partner of
the Funds; President
Emeritus, University of
Pittsburgh; formerly,
Chairman, National Advisory
Council for Environmental
Policy and Technology.
Marjorie P. Smuts Trustee Public relations/marketing
4905 Bayard Street consultant; Director,
Trustee,
Pittsburgh, PA or Managing General Partner
of the Funds.
Glen R. Johnson * President Trustee, Federated
Investors;
Federated Investors President and/or Trustee of
Tower some of the Funds; staff
Pittsburgh, PA member, Federated Securities
Corp. and Federated
Administrative Services.
J. Christopher Vice President President and Trustee,
Donahue and Trustee Federated Investors;
Trustee,
Federated Investors Federated Advisers,
Federated
Tower Management, and Federated
Pittsburgh, PA Research; President and
Director, Federated
Administrative Services;
Trustee, Federated Services
Company; President or Vice
President of the Funds;
Director, Trustee, or
Managing General Partner of
some of the Funds. Mr.
Donahue is the son of John
F. Donahue, Chairman and
Trustee of the Trust.
Richard B. Fisher Vice President Executive Vice President and
Federated Investors Trustee, Federated
Investors;
Tower Chairman and Director,
Pittsburgh, PA Federated Securities Corp.;
President or Vice President
of the Funds; Director or
Trustee of some of the
Funds.
Edward C. Gonzales Vice President Vice President, Treasurer,
and
Federated Investors and Treasurer Trustee, Federated
Investors;
Tower Vice President and
Treasurer,
Pittsburgh, PA Federated Advisers,
Federated Management, and
Federated Research;
Executive Vice President,
Treasurer, and Director,
Federated Securities Corp.;
Trustee, Federated Services
Company; Chairman,
Treasurer, and Director,
Federated Administrative
Services; Trustee or
Director of some of the
Funds; Vice President and
Treasurer of the Funds.
John W. McGonigle Vice President Vice President, Secretary,
Federated Investors and Secretary General Counsel, and
Trustee,
Tower Federated Investors; Vice
Pittsburgh, PA President, Secretary, and
Trustee, Federated
Advisers, Federated
Management, and Federated
Research; Trustee,
Federated Services Company;
Executive Vice President,
Secretary, and Director,
Federated Administrative
Services; Director and
Executive Vice President,
Federated Securities Corp.;
Vice President and
Secretary of the Funds.
John A. Staley, IV Vice President Vice President and Trustee,
Federated Investors Federated Investors;
Executive
Tower Vice President, Federated
Pittsburgh, PA Securities Corp.; President
and Trustee, Federated
Advisers, Federated
Management, and Federated
Research; Vice President of
the Funds; Director,
Trustee, or Managing
General Partner of some of
the Funds; formerly, Vice
President, The Standard
Fire Insurance Company and
President of its Federated
Research Division.
*This Trustee is deemed to be an "interested person" of the Trust as
defined in the Investment Company Act of 1940.
+ Members of the Trust's Executive Committee. The Executive
Committee of the Board of Trustees handles the responsibilities of
the Board of Trustees between meetings of the Board.
THE FUNDS
American Leaders Fund, Inc.; Annuity Management Series;
Automated Cash Management Trust; Automated Government Money
Trust; California Municipal Cash Trust; Cash Trust Series II;
Cash Trust Series, Inc.; DG Investor Series; Edward D. Jones &
Co. Daily Passport Cash Trust; Federated ARMs Fund; Federated
Exchange Fund, Ltd.; Federated GNMA Trust; Federated
Government Trust; Federated Growth Trust; Federated High Yield
Trust; Federated Income Securities Trust; Federated Income
Trust; Federated Index Trust; Federated Intermediate
Government Trust; Federated Master Trust; Federated Municipal
Trust; Federated Short-Intermediate Government Trust;
Federated Short-Term U.S. Government Trust; Federated Stock
Trust; Federated Tax-Free Trust; Federated U.S. Government
Bond Fund; First Priority Funds; Fixed Income Securities,
Inc.; Fortress Adjustable Rate U.S. Government Fund, Inc.;
Fortress Municipal Income Fund, Inc.; Fortress Utility Fund,
Inc.; Fund for U.S. Government Securities, Inc.; Government
Income Securities, Inc.; High Yield Cash Trust; Insight
Institutional Series, Inc.; Insurance Management Series;
Intermediate Municipal Trust; International Series, Inc.;
Investment Series Funds, Inc.; Investment Series Trust;
Liberty Equity Income Fund, Inc.; Liberty High Income Bond
Fund, Inc.; Liberty Municipal Securities Fund, Inc.; Liberty
U.S. Government Money Market Trust; Liberty Term Trust, Inc. -
1999; Liberty Utility Fund, Inc.; Liquid Cash Trust; Managed
Series Trust; Mark Twain Funds; Money Market Management, Inc.;
Money Market Obligations Trust; Money Market Trust; Municipal
Securities Income Trust; New York Municipal Cash Trust; 111
Corcoran Funds; Peachtree Funds; The Planters Funds; Portage
Funds; RIMCO Monument Funds; The Shawmut Funds; Short-Term
Municipal Trust; Signet Select Funds; Star Funds; The
Starburst Funds; The Starburst Funds II; Stock and Bond Fund,
Inc.; Sunburst Funds; Targeted Duration Trust; Tax-Free
Instruments Trust; Trademark Funds; Trust for Financial
Institutions; Trust For Government Cash Reserves; Trust for
Short-Term U.S. Government Securities; Trust for U.S. Treasury
Obligations; World Investment Series, Inc.
FUND OWNERSHIP
Officers and Trustees own less than 1% of the Fund's outstanding
shares.
TRUSTEE LIABILITY
The Trust's Declaration of Trust provides that the Trustees will not
be liable for errors of judgment or mistakes of fact or law.
However, they are not protected against any liability to which they
would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of the duties
involved in the conduct of their office.
INVESTMENT ADVISORY SERVICES
ADVISER TO THE FUND
The Fund's investment adviser is Federated Management (the
"adviser"). 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, his wife, and his son, J.
Christopher Donahue. John F. Donahue is Chairman and Trustee,
Federated Management; Chairman and Trustee, Federated Investors and
Chairman and Trustee of the Trust. John A. Staley, IV, is
President, Federated Management; Vice President and Trustee,
Federated Investors; Executive Vice President, Federated Securities
Corp. and Vice President of the Trust. J. Christopher Donahue is
Trustee, Federated Management; President and Trustee, Federated
Investors; Trustee, Federated Administrative Services, and Vice
President of the Trust. John W. McGonigle is Vice President,
Secretary, and Trustee, Federated Management; Trustee, Vice
President, Secretary and General Counsel, Federated Investors;
Executive Vice President and Trustee, Federated Administrative
Services; Executive Vice President, Secretary, and Director,
Federated Securities Corp., and Vice President and Secretary of the
Trust.
The adviser shall not be liable to the Trust, the Fund, or any
shareholder of the Fund for any losses that may be sustained in the
purchase, holding, or sale of any security, or for anything done or
omitted by it, except acts or omissions involving willful
misfeasance, bad faith, gross negligence, or reckless disregard of
the duties imposed upon it by its contract with the Trust.
ADVISORY FEES
For its advisory services, Federated Management receives an annual
investment advisory fee as described in the prospectus.
STATE EXPENSE LIMITATIONS
The adviser has undertaken to comply with the expense limitations
established by certain states for investment companies whose shares
are registered for sale in those states. If the Fund's normal
operating expenses (including the investment advisory fee, but not
including brokerage commissions, interest, taxes, and extraordinary
expenses) exceed 2 1/2% per year of the first $30 million of average
net assets, 2% per year of the next $70 million of average net
assets, and 1 1/2% per year of the remaining average net assets, the
adviser will reimburse the Fund for its expenses over the
limitation.
If the Fund's monthly projected operating expenses exceed this
limitation, the investment advisory fee paid will be reduced by the
amount of the excess, subject to an annual adjustment. If the
expense limitation is exceeded, the amount to be reimbursed by the
adviser will be limited, in any single fiscal year, by the amount of
the investment advisory fee.
This arrangement is not part of the advisory contract and may be
amended or rescinded in the future.
OTHER RELATED SERVICES
Affiliates of the adviser may, from time to time, provide certain
electronic equipment and software to institutional customers in
order to facilitate the purchase of shares of funds offered by
Federated Securities Corp.
ADMINISTRATIVE SERVICES
Federated Administrative Services, a subsidiary of Federated
Investors, provides administrative personnel and services to the
Trust for a fee as described in the prospectus. John A. Staley, IV,
an officer of the Trust and Dr. Henry J. Gailliot, an officer of
Federated Management, the adviser to the Trust, each hold
approximately 15% and 20%, respectively, of the outstanding common
stock and serve as directors of Commercial Data Services, Inc., a
company which provides computer processing services to Federated
Administrative Services, Inc., and Federated Administrative
Services.
SHAREHOLDER SERVICES PLAN
This arrangement permits the payment of fees to Federated
Shareholder Services and, indirectly, to financial institutions to
cause services to be provided to shareholders by a representative
who has knowledge of the shareholder's particular circumstances and
goals. These activities and services may include, but are not
limited to, providing office space, equipment, telephone facilities,
and various clerical, supervisory, computer, and other personnel as
necessary or beneficial to establish and maintain shareholder
accounts and records; processing purchase and redemption
transactions and automatic investments of client account cash
balances; answering routine client inquiries; and assisting clients
in changing dividend options, account designations, and addresses.
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 review by the Trustees.
The adviser may select brokers and dealers who offer brokerage and
research services. These services may be furnished directly to the
Fund or to the adviser and may include:
- advice as to the advisability of investing in securities;
- security analysis and reports;
- economic studies;
- industry studies;
- receipt of quotations for portfolio evaluations; and
- similar services.
The adviser and its affiliates exercise reasonable business judgment
in selecting brokers who offer brokerage and research services to
execute securities transactions. They determine in good faith that
commissions charged by such persons are reasonable in relationship
to the value of the brokerage and research services provided.
Research services provided by brokers may be used by the adviser or
by affiliates of Federated Investors in advising Federated Funds and
other accounts. To the extent that receipt of these services may
supplant services for which the adviser or its affiliates might
otherwise have paid, it would tend to reduce their expenses.
PURCHASING SHARES
Shares are sold at their net asset value without a sales charge on
days the New York Stock Exchange is open for business. The
procedure for purchasing shares is explained in the prospectus under
"Investing in Shares."
CONVERSION TO FEDERAL FUNDS
It is the Fund's policy to be as fully invested as possible so that
maximum interest may be earned. To this end, all payments from
shareholders must be in federal funds or be converted into federal
funds. State Street Bank acts as the shareholder's agent in
depositing checks and converting them to federal funds.
DETERMINING NET ASSET VALUE
Net asset value generally changes each day. The days on which net
asset value is calculated by the Fund are described in the
prospectus. Net asset value will not be calculated on days on which
the New York Stock Exchange is closed.
DETERMINING MARKET VALUE OF SECURITIES
Market values of the Fund's portfolio securities are determined as
follows:
- according to the mean between the over-the-counter bid and asked
prices provided by an independent pricing service, if available,
or at fair value as determined in good faith by the Fund's Board
of Trustees; or
- for short-term obligations with remaining maturities of less
than 60 days at the time of purchase, at amortized cost unless
the Board of Trustees determines that particular circumstances
of the security indicate otherwise.
Prices provided by independent pricing services may be determined
without relying exclusively on quoted prices. Pricing services may
consider:
- yield;
- quality;
- coupon rate;
- maturity;
- type of issue;
- trading characteristics; and
- other market data.
REDEEMING SHARES
The Fund redeems shares at the next computed net asset value after
the Fund receives the redemption request. Redemption procedures are
explained in the prospectus under "Redeeming Shares". Although
State Street Bank does not charge for telephone redemptions, it
reserves the right to charge a fee for the cost of wire-transferred
redemptions of less than $5,000.
REDEMPTION IN KIND
Although the Trust intends to redeem shares in cash, it reserves the
right under certain circumstances to pay the redemption price in
whole or in part by a distribution of securities from the respective
Fund's portfolio. To the extent available, such securities will be
readily marketable.
Redemption in kind will be made in conformity with applicable
Securities and Exchange Commission rules, taking such securities at
the same value employed in determining net asset value and selecting
the securities in a manner the Trustees determine to be fair and
equitable.
The Trust has elected to be governed by Rule 18f-1 of the Investment
Company Act of 1940 under which the Fund is obligated to redeem
shares for any one shareholder in cash only up to the lesser of
$250,000 or 1% of the Fund's net asset value during any 90-day
period.
Redemption in kind is not as liquid as a cash redemption. If
redemption is made in kind, shareholders receiving their securities
and selling them before their maturity could receive less than the
redemption value of their securities and could incur certain
transaction costs.
TAX STATUS
THE FUND'S TAX STATUS
The Fund will pay no federal income tax because it expects to meet
the requirements of Subchapter M of the Internal Revenue Code
applicable to regulated investment companies and to receive the
special tax treatment afforded to such companies. To qualify for
this treatment, the Fund must, among other requirements:
- derive at least 90% of its gross income from dividends,
interest, and gains from the sale of securities;
- derive less than 30% of its gross income from the sale of
securities held less than three months;
- invest in securities within certain statutory limits; and
- distribute to its shareholders at least 90% of its net income
earned during the year.
SHAREHOLDERS' TAX STATUS
Shareholders are subject to federal income tax on dividends and
capital gains received as cash or additional shares. No portion of
any income dividend paid by the Fund is eligible for the dividends
received deduction available to corporations. These dividends, and
any short-term capital gains, are taxable as ordinary income.
CAPITAL GAINS
Long-term capital gains distributed to shareholders will be treated
as long-term capital gains regardless of how long shareholders have
held Fund shares.
TOTAL RETURN
The average annual total return for the Fund is the average
compounded rate of return for a given period that would equate a
$1,000 initial investment to the ending redeemable value of that
investment. The ending redeemable value is computed by multiplying
the number of shares owned at the end of the period by the maximum
offering price per share at the end of the period. The number of
shares owned at the end of the period is based on the number of
shares purchased at the beginning of the period with $1,000, less
any applicable sales load, adjusted over the period by any
additional shares, assuming the reinvestment of all dividends and
distributions.
YIELD
The yield for the Fund is determined by dividing the net investment
income per shares (as defined by the Securities and Exchange
Commission) earned by the Fund over a thirty-day period by the
maximum offering price per share of the Fund on the last day of the
period. This value is then annualized using semi-annual
compounding. This means that the amount of income generated during
the thirty-day period is assumed to be generated each month over a
twelve-month period and is reinvested every six months. The yield
does not necessarily reflect income actually earned by the Fund
because of certain adjustments required by the Securities and
Exchange Commission and, therefore, may not correlate to the
dividends or other distributions paid to shareholders.
To the extent that financial institutions and broker/dealers charge
fees in connection with services provided in conjunction with an
investment in the Fund, performance will be reduced for those
shareholders paying those fees.
PERFORMANCE COMPARISONS
The performance of the Fund depends upon such variables as:
- portfolio quality;
- average portfolio maturity;
- type of instruments in which the portfolio is invested;
- changes in interest rates and market value of portfolio
securities;
- changes in the Fund's expenses; and
- various other factors.
The Fund's performance fluctuates on a daily basis largely because
net earnings and offering price per share fluctuate daily. Both net
earnings and net asset value per share are factors in the
computation of yield and total return.
Investors may use financial publications and/or indices to obtain a
more complete view of the Fund's performance. When comparing
performance, investors should consider all relevant factors such as
the composition of any index used, prevailing market conditions,
portfolio compositions of other funds and methods used to value
portfolio securities and compute offering price. The financial
publications and/or indices which the Fund uses in advertising may
include:
- LIPPER ANALYTICAL SERVICES, INC. ranks funds in various
categories by making comparative calculations using total
return. Total return assumes the reinvestment of all capital
gains distributions and income dividends and takes into account
any change in net asset value over a specific period of time.
From time to time, the Fund will quote its Lipper ranking in the
"U.S. government funds" category in advertising and sales
literature.
- MERRILL LYNCH 2-YEAR TREASURY CURVE INDEX is comprised of the
most recently issued 2-year Treasury notes. Index returns are
calculated as total returns for periods of one, three, six and
twelve months as well as year-to-date.
- MORNINGSTAR, INC., an independent rating service, is the
publisher of the bi-weekly Mutual Fund Values. Mutual Fund
Values rates more than 1,000 NASDAQ-listed mutual funds of all
types, according to their risk-adjusted returns. The maximum
rating is five stars, and ratings are effective for two weeks.
Advertisements and other sales literature for the Fund may quote
total returns which are calculated on nonstandardized base periods.
The total return represents the historic change in the value of an
investment in the Fund based on reinvestment of dividends over a
specified period of time.
DURATION
Duration is a commonly used measure of the potential volatility in
the price of a bond, or other fixed income security, or in a
portfolio of fixed income securities, prior to maturity. Volatility
is the magnitude of the change in the price of a bond relative to a
given change in the market rate of interest. A bond's price
volatility depends on three primary variables: the bond's coupon
rate; maturity date; and the level of market yields of similar fixed
income securities. Generally, bonds with lower coupons or longer
maturities will be more volatile than bonds with higher coupons or
shorter maturities. Duration combines these variables into a single
measure.
Duration is calculated by dividing the sum of the time-weighted
values of the cash flows of a bond or bonds, including interest and
principal payments, by the sum of the present values of the cash
flows.
When the Fund invests in mortgage pass-through securities, its
duration will be calculated in a manner which requires assumptions
to be made regarding future principal prepayments. A more complete
description of this calculation is available upon request from the
Fund.
(G00352-02)
PART C. OTHER INFORMATION.
Item 24. Financial Statements and Exhibits:
(a) Financial Statements (to be filed by amendment)
(b) Exhibits:
(1) Conformed Copy of Declaration of Trust of the
Registrant;+
(2) Copy of By-Laws of the Registrant;+
(3) Not applicable;
(4) Copy of Specimen Certificate for Shares of
Beneficial Interest of the Registrant (to be
filed by amendment);
(5) Form of Investment Advisory Contract of the
Registrant;+
(6) (i)Form of of Distributor's Contract
of the Registrant;+
(ii) Copy of Administrative
Agreement (to be filed by amendment);
(7) Not applicable;
(8) Copy of Custodian Agreement of the Registrant
(to be filed by amendment);
(9) Form of Shareholder Services Plan;+
(10) Copy of Opinion and Consent of Counsel as
to legality of shares being registered (to
be filed by amendment);
(11) (i)Copy of Consent of Independent
(Public) Accountants (to be filed by
amendment);
(ii) Opinion and Consent of Special
Counsel (to be filed by amendment);
(12) Not applicable;
(13) Copy of Initial Capital Understanding (to
be filed by amendment);
(14) Not applicable;
(15) Not applicable;
(16) Schedule for Computation of Fund
Performance Data (to be filed by
amendment);
(17) Conformed 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:
Number of Record Holders
Title of Class as of
Shares of
beneficial interest __
(no par value)
Item 27. Indemnification:
Indemnification is provided to Officers and Trustees of
the Registrant pursuant to Section 4 of Article XI of
Registrant's Declaration of Trust. The Investment
Advisory Contract between the Registrant and Federated
Management ("Adviser") provides that, in the absence of
willful misfeasance, bad faith, gross negligence, or
reckless disregard of the obligations or duties under
the Investment Advisory Contract on the part of Adviser,
Adviser shall not be liable to the Registrant or to any
shareholder for any act or omission in the course of or
connected in any way with rendering services or for any
losses that may be sustained in the purchase, holding,
or sale of any security. Registrant's Trustees and
Officers are covered by an Investment Trust Errors and
Omissions Policy.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to Trustees,
Officers, and controlling persons of the Registrant by
the Registrant pursuant to the Declaration of Trust or
otherwise, the Registrant is aware that in the opinion
of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in
the Act and, therefore, is unenforceable. In the event
that a claim for indemnification against such
liabilities (other than the payment by the Registrant of
expenses incurred or paid by Trustees, Officers, or
controlling persons of the Registrant in connection with
the successful defense of any act, suit, or proceeding)
is asserted by such Trustees, Officers, or controlling
persons in connection with the shares being registered,
the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is
against public policy as expressed in the Act and will
be governed by the final adjudication of such issues.
Insofar as indemnification for liabilities may be
permitted pursuant to Section 17 of the Investment
Company Act of 1940 for Trustees, Officers, and
controlling persons of the Registrant by the Registrant
pursuant to the Declaration of Trust or otherwise, the
Registrant is aware of the position of the Securities
and Exchange Commission as set forth in Investment
Company Act Release No. IC-11330. Therefore, the
Registrant undertakes that in addition to complying with
the applicable provisions of the Declaration of Trust or
otherwise, 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 Registrant 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
Registrant further undertakes that advancement of
expenses incurred in the defense of a proceeding (upon
undertaking for repayment unless it is ultimately
determined that indemnification is appropriate) against
an Officer, Trustee, or controlling person of the
Registrant 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 Registrant 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.
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 Management -
Officers and Trustees." 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:
Mark L. Mallon, Executive Vice President; Henry J.
Gailliot, Senior Vice President-Economist; Peter R.
Anderson, William D. Dawson, III, J. Thomas Madden,
J. Alan Minteer, and Thomas N. Slonaker, Senior Vice
Presidents; Jonathan C. Conley, Mark Durbiano,
Roger A. Early, David C. Francis, Edward C. Gonzales,
Gary Madich, John W. McGonigle, Gregory M. Melvin,
Mary Jo Ochson, Stephen B. Ward, and Linda Ziglar,
Vice Presidents, Edward C. Gonzales, Treasurer, and
John W. McGonigle, Secretary. 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 "The Funds."
Item 29. Principal Underwriters:
(a) Federated Securities Corp., the Distributor
for shares of the Registrant, also acts as principal
underwriter for the following open-end investment
companies: A.T. Ohio Tax-Free Money Fund; American
Leaders Fund, Inc.; Annuity Management Series;
Automated Cash Management Trust; Automated Government
Money Trust; BankSouth Select Funds; BayFunds; The
Biltmore Funds; The Biltmore Municipal Funds; The
Boulevard Funds; California Municipal Cash Trust;
Cambridge Series Trust; Cash Trust Series, Inc.; Cash
Trust Series II; DG Investor Series; Edward D. Jones
& Co. Daily Passport Cash Trust; FT Series, Inc.;
Federated ARMs Fund; Federated Exchange Fund, Ltd.;
Federated GNMA Trust; Federated Government Trust;
Federated Growth Trust; Federated High Yield Trust;
Federated Income Securities Trust; Federated Income
Trust; Federated Index Trust; Federated Intermediate
Government Trust; Federated Master Trust; Federated
Municipal Trust; Federated Short-Intermediate
Government Trust; Federated Short-Term U.S.
Government Trust; Federated Stock Trust; Federated
Tax-Free Trust; Federated U.S. Government Bond Fund;
Financial Reserves Fund; First Priority Funds; First
Union Funds; Fixed Income Securities, Inc.; Fortress
Adjustable Rate U.S. Government Fund, Inc.; Fortress
Municipal Income Fund, Inc.; Fortress Utility Fund,
Inc.; Fountain Square Funds; Fund for U.S. Government
Securities, Inc.; Government Income Securities, Inc.;
High Yield Cash Trust; Independence One Mutual Funds;
Insight Institutional Series, Inc.; Insurance
Management Series; Intermediate Municipal Trust;
Investment Series Funds, Inc.; Investment Series
Trust; Liberty Equity Income Fund, Inc.; Liberty High
Income Bond Fund, Inc.; Liberty Municipal Securities
Fund, Inc.; Liberty U.S. Government Money Market
Trust; Liberty Utility Fund, Inc.; Liquid Cash Trust;
Mark Twain Funds; Marshall Funds, Inc.; Money Market
Management, Inc.; Money Market Obligations Trust;
Money Market Trust; The Monitor Funds; Municipal
Securities Income Trust; New York Municipal Cash
Trust; 111 Corcoran Funds; The Planters Funds;
Portage Funds; RIMCO Monument Funds; The Shawmut
Funds; Short-Term Municipal Trust; Signet Select
Funds; SouthTrust Vulcan Funds; Star Funds; The
Starburst Funds; The Starburst Funds II; Stock and
Bond Fund, Inc.; Sunburst Funds; Targeted Duration
Trust; Tax-Free Instruments Trust; Tower Mutual
Funds; Trademark Funds; Trust for Financial
Institutions; Trust for Government Cash Reserves;
Trust for Short-Term U.S. Government Securities;
Trust for U.S. Treasury Obligations; Vision Fiduciary
Funds, Inc.; and Vision Group of Funds, Inc.
Federated Securities Corp. also acts as principal
underwriter for the following closed-end investment
company: Liberty Term Trust, Inc.- 1999.
(b)
(1) (2) (3)
Name and Principal Positions and Offices Positions and
Offices
Business Address With Underwriter With
Registrant
Richard B. Fisher Director, Chairman, Chief Vice
President
Federated Investors Tower Executive Officer, Chief
Pittsburgh, PA 15222-3779 Operating Officer, and
Asst. Treasurer, Federated
Securities Corp.
Edward C. Gonzales Director, Executive Vice Vice
President
Federated Investors Tower President, and Treasurer, and Treasurer
Pittsburgh, PA 15222-3779 Federated Securities
Corp.
John W. McGonigle Director, Executive Vice Vice
President and
Federated Investors Tower President, and Assistant Secretary
Pittsburgh, PA 15222-3779 Secretary, Federated
Securities Corp.
John A. Staley, IV Executive Vice President Vice
President
Federated Investors Tower and Assistant Secretary,
Pittsburgh, PA 15222-3779 Federated Securities Corp.
John B. Fisher President-Institutional Sales, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James F. Getz President-Broker/Dealer, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark R. Gensheimer Executive Vice President of --
Federated Investors Tower Bank/Trust
Pittsburgh, PA 15222-3779 Federated Securities Corp.
(1) (2) (3)
Name and Principal Positions and Offices Positions and
Offices
Business Address With Underwriter With
Registrant
James S. Hamilton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James R. Ball Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark W. Bloss Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard W. Boyd Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mary J. Combs Vice President, --
Federated Investors Tower Federated
Securities Corp.
Pittsburgh, PA 15222-3779
Laura M. Deger Vice President, --
Federated Investors Tower Federated
Securities Corp.
Pittsburgh, PA 15222-3779
Jill Ehrenfeld Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Theodore Fadool, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Bryant R. Fisher Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark D. Fisher Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Christopher T. Fives Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Joseph D. Gibbons Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James M. Heaton Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William E. Kugler Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
(1) (2) (3)
Name and Principal Positions and Offices Positions and
Offices
Business Address With Underwriter With
Registrant
Dennis M. Laffey Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
J. Michael Miller Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
R. Jeffrey Niss Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Keith Nixon Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Michael P. O'Brien Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Solon A. Person, IV Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Robert F. Phillips Vice President, --
Federated Investors Tower Federated
Securities Corp.
Pittsburgh, PA 15222-3779
Timothy C. Pillion Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Eugene B. Reed Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Paul V. Riordan Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Charles A. Robison Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
David W. Spears Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Thomas E. Territ Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard B. Watts Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
(1) (2) (3)
Name and Principal Positions and Offices Positions and
Offices
Business Address With Underwriter With
Registrant
R. Edmond Connell, Jr. Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Philip C. Hetzel Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
H. Joseph Kennedy Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
S. Elliott Cohan Secretary, Federated Assistant
Federated Investors Tower Securities Corp. Secretary
Pittsburgh, PA 15222-3779
(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, Pennsylvania
15222-3779
Federated Services Company Federated Investors Tower
("Transfer Agent and Pittsburgh, Pennsylvania
Dividend Disbursing 15222-3779
Agent")
Federated Administrative Federated Investors Tower
Services Pittsburgh, Pennsylvania
("Administrator") 15222-3779
Federated Management Federated Investors Tower
("Adviser") Pittsburgh, Pennsylvania
15222-3779
State Street Bank and P.O. Box 8602
Trust Company Boston, Massachusetts
("Custodian") 02266-8602
Item 31. Management Services: Not applicable.
Item 32. Undertakings:
Registrant hereby undertakes to file a post-effective
amendment, on behalf of Federated Institutional Short
Term Government Fund, using financial statements which
need not be certified, within four to six months from
the effective date of Registrant's 1933 Act Registration
Statement.
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,
FEDERATED INSTITUTIONAL TRUST, has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, and its seal to be
hereunto affixed and attested, all in the City of Pittsburgh
and Commonwealth of Pennsylvania, on the 6th day of July,
1994.
FEDERATED INSTITUTIONAL TRUST
BY: /s/J. Crilley Kelly
J. Crilley Kelly, Assistant Secretary
Attorney in Fact for John F. Donahue
July 6, 1994
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following person in the capacity and on the date indicated:
NAME TITLE DATE
By: /s/J. Crilley Kelly
J. Crilley Kelly Attorney In Fact July 6, 1994
ASSISTANT SECRETARY Listed Below
NAME TITLE
J. Christopher Donahue* President, Treasurer
and Trustee (Chief
Financial Officer)
Frank Polefrone* Trustee
Byron F. Bowman* Trustee
* By Power of Attorney
Exhibit 1 under Form N-1A
Exhibit 3(a) under Item 601/Reg. S-K
FEDERATED INSTITUTIONAL TRUST
Declaration of Trust
TABLE OF CONTENTS
Page
ARTICLE I. NAMES AND DEFINITIONS 1
Section 1. Name
1
Section 2.
Definitions 1
ARTICLE II. PURPOSE OF TRUST 2
ARTICLE III. BENEFICIAL INTEREST 2
Section 1.
Shares of Beneficial Interest 2
Section 2.
Ownership of Shares 2
Section 3.
Investment in the Trust 3
Section 4. No
Pre-emptive Rights 3
Section 5.
Establishment and Designation of Series or Class 3
ARTICLE IV. THE TRUSTEES 5
Section 1.
Management of the Trust 5
Section 2.
Election of Trustees at Meeting of Shareholders 5
Section 3. Term
of Office of Trustees 5
Section 4.
Termination of Service and Appointment of Trustees 5
Section 5.
Number of Trustees 6
Section 6.
Effect of Death, Resignation, etc. of a Trustee 6
Section 7.
Ownership of Assets 6
ARTICLE V. POWERS OF THE TRUSTEES 6
Section 1.
Powers 6
Section 2.
Principal Transactions 9
Section 3.
Trustees and Officers as Shareholders 9
Section 4.
Parties to Contract 9
ARTICLE VI. TRUSTEES' EXPENSES AND COMPENSATION 9
Section 1.
Trustee Reimbursement 9
Section 2.
Trustee Compensation 10
ARTICLE VII. INVESTMENT ADVISER, ADMINISTRATIVE
SERVICES,PRINCIPAL UNDERWRITER AND TRANSFER AGENT
10
Section 1.
Investment Adviser 10
Section 2.
Administrative Services 11
Section 3.
Principal Underwriter 11
Section 4.
Transfer Agent 11
ARTICLE VIII. SHAREHOLDERS' VOTING POWERS AND MEETINGS 11
Section 1.
Voting Powers 11
Section 2.
Meetings 12
Section 3.
Quorum and Required Vote 12
Section 4.
Additional Provisions 12
-i-
Page
ARTICLE IX. CUSTODIAN 13
ARTICLE X. DISTRIBUTIONS AND REDEMPTIONS 13
Section 1.
Distributions 13
Section 2.
Redemptions and Repurchases 13
Section 3. Net
Asset Value of Shares 14
Section 4.
Suspension of the Right of Redemption 15
Section 5.
Trust's Right to Redeem Shares 15
ARTICLE XI. LIMITATION OF LIABILITY AND INDEMNIFICATION 15
Section 1.
Limitation of Personal Liability and
Indemnification of Shareholders 15
Section 2.
Limitation of Personal Liability of Trustees,
Officers, Employees or Agents of the Trust 15
Section 3.
Express Exculpatory Clauses and Instruments 16
ARTICLE XII. MISCELLANEOUS 16
Section 1.
Trust is not a Partnership 16
Section 2.
Trustee Action Binding, Expert Advice,
No Bond or Surety 16
Section 3.
Establishment of Record Dates 16
Section 4.
Termination of Trust 17
Section 5.
Offices of the Trust, Filing of Copies,
Headings, Counterparts 18
Section 6.
Applicable Law 18
Section 7.
Amendments -- General 18
Section 8.
Amendments -- Series and Classes 18
Section 9. Use
of Name 20
-ii-
DECLARATION OF TRUST
FEDERATED INSTITUTIONAL TRUST
Dated June 9, 1994
THIS DECLARATION OF TRUST made June 9, 1994, by J.
Christopher Donahue, Byron F. Bowman and Frank Polefrone.
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 Federated Institutional
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
Section 2(a)(42) of the 1940 Act, whichever may be
applicable) and "Principal Underwriter" shall have the
meanings given them in the 1940 Act, as amended from
time to time;
(b) The "Trust" refers to the Federated Institutional
Trust.
(c) "Class" refers to a class of Shares established and
designated under or in accordance with the provisions
of Article III;
(d) "Series" refers to a series of Shares established and
designated under or in accordance with the provisions
of Article III;
(e) "Series Company" refers to the form of a registered
open-end investment company described in Section
18(f)(2) of the 1940 Act or in any successor statutory
provision;
(f) "Shareholder" means a record owner of Shares of any
Series or Class;
(g) The "Trustees" refer to the individual Trustees in
their capacity as Trustees hereunder of the Trust and
their successor or successors for the time being in
office as such Trustees;
(h) "Shares" means the equal proportionate units of
interest into which the beneficial interest in the
Trust shall be divided from time to time, or if more
than one Series or Class of Shares is authorized by
the Trustees, the equal proportionate units into which
each Series or Class of Shares shall be divided from
time to time and includes fractions of Shares as well
as whole Shares; and
(i) The "1940 Act" refers to the Investment Company Act of
1940, and the Rules and Regulations thereunder,
(including any exemptions granted thereunder) as
amended from time to time.
ARTICLE II
PURPOSE OF TRUST
The purpose of this Trust is to provide investors a
continuous source of managed investments by investing primarily
in securities (including options) and also in debt instruments,
commodities, commodity contracts and options thereon.
ARTICLE III
BENEFICIAL INTEREST
Section 1. Shares of Beneficial Interest.
The beneficial interest in the Trust shall at all times be
divided into transferable Shares, without par value. Subject
to the provisions of Section 5 of this Article III, each Share
shall have voting rights as provided in Article VIII hereof,
and holders of the Shares of any Series shall be entitled to
receive dividends, when and as declared with respect thereto in
the manner provided in Article X, Section 1 hereof. The Shares
of any Series may be issued in two or more Classes, as the
Trustees may authorize pursuant to Article XII, Section 8
hereof. Unless the Trustees have authorized the issuance of
Shares of a Series in two or more Classes, each Share of a
Series shall represent an equal proportionate interest in the
assets and liabilities of the Series with each other Share of
the same Series, none having priority or preference over
another. If the Trustees have authorized the issuance of
Shares of a Series in two or more Classes, then the Classes may
have such variations as to dividend, redemption, and voting
rights, net asset values, expenses borne by the Classes, and
other matters as the Trustees have authorized provided that
each Share of a Class shall represent an equal proportionate
interest in the assets and liabilities of the Class with each
other Share of the same Class, none having priority or
preference over another. The number of Shares authorized shall
be unlimited. The Trustees may from time to time divide or
combine the Shares of any Series or Class into a greater or
lesser number without thereby changing the proportionate
beneficial interests in the Series or Class.
Section 2. Ownership of Shares.
The ownership of Shares shall be recorded in the books of
the Trust or a transfer agent which books shall be maintained
separately for the Shares of each Series or Class. The Trustees
may make such rules as they consider appropriate for the
transfer of Shares and similar matters. The record books
of the Trust or any transfer agent, as the case may be, shall be
conclusive as to who are the Shareholders of each Series or
Class and as to the number of Shares of each Series or Class
held from time to time by each.
Section 3. Investment in the Trust.
The Trustees shall accept investments in the Trust from
such persons and on such terms as they may from time to time
authorize. After the date of the initial contribution of
capital (which shall occur prior to the initial public offering
of Shares), the number of Shares to represent the initial
contribution shall be considered as outstanding and the amount
received by the Trustees on account of the contribution shall be
treated as an asset of the Trust to be allocated among any
Series or Classes in the manner described in Section 5(a) of
this Article. Subsequent to such initial contribution of
capital, Shares (including Shares which may have been redeemed
or repurchased by the Trust) may be issued or sold at a price
which will net the relevant Series or Class, as the case may be,
before paying any taxes in connection with such issue or sale,
not less than the net asset value (as defined in Article X,
Section 3) thereof; provided, however, that the Trustees may in
their discretion impose a sales charge upon investments in the
Trust.
Section 4. No Pre-emptive Rights.
Shareholders shall have no pre-emptive or other right to
subscribe to any additional Shares or other securities issued by
the Trust.
Section 5. Establishment and Designation of Series or Class.
Without limiting the authority of the Trustees set forth in
Article XII, Section 8, inter alia, to establish and designate
any additional series or class or to modify the rights and
preferences of any existing Series or Class, the initial series
shall be, and are established and designated as, Federated
Institutional Short-Term Government Fund.
Shares of any Series or Class established in this Section 5
shall have the following relative rights and preferences:
(a) Assets belonging to Series or Class. All
consideration received by the Trust for the issue or
sale of Shares of a particular Series or Class,
together with all assets in which such consideration
is invested or reinvested, all income, earnings,
profits, and proceeds thereof from whatever source
derived, including, without limitation, any proceeds
derived from the sale, exchange or liquidation of such
assets, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the
same may be, shall irrevocably belong to that Series
or Class for all purposes, subject only to the rights
of creditors, and shall be so recorded upon the books
of account of the Trust. Such consideration, assets,
income, earnings, profits and proceeds thereof, from
whatever source derived, including, without
limitation, any proceeds derived from the sale,
exchange or liquidation of such assets, and any funds
or payments derived from any reinvestment of such
proceeds, in whatever form the same may be, are herein
referred to as "assets belonging to" that Series or
Class. In the event that there are any assets, income,
earnings, profits and proceeds thereof, funds or
payments which are not readily identifiable as
belonging to any particular Series or Class
(collectively "General Assets"), the Trustees shall
allocate such General Assets to, between or among any
one or more of the Series or Classes established and
designated from time to time in such manner and on
such basis as they, in their sole discretion, deem
fair and equitable, and any General Assets so
allocated to a particular Series or Class shall belong
to that Series or Class. Each such allocation by the
Trustees shall be conclusive and binding upon the
Shareholders of all Series or Classes for all
purposes.
(b) Liabilities Belonging to Series or Class. The assets
belonging to each particular Series or Class shall be
charged with the liabilities of the Trust in respect
to that Series or Class and all expenses, costs,
charges and reserves attributable to that Series or
Class, and any general liabilities of the Trust which
are not readily identifiable as belonging to any
particular Series or Class shall be allocated and
charged by the Trustees to and among any one or more
of the Series or Classes established and designated
from time to time in such manner and on such basis as
the Trustees in their sole discretion deem fair and
equitable. The liabilities, expenses, costs, charges
and reserves so charged to a Series or Class are
herein referred to as "liabilities belonging to" that
Series or Class. Each allocation of liabilities
belonging to a Series or class by the Trustees shall
be conclusive and binding upon the Shareholders of all
Series or Classes for all purposes.
(c) Dividends, Distributions, Redemptions, Repurchases
and Indemnification. Notwithstanding any other
provisions of this Declaration, including, without
limitation, Article X, no dividend or distribution
(including, without limitation, any distribution paid
upon termination of the Trust or of any Series or
Class) with respect to, nor any redemption or
repurchase of the Shares of any Series or Class shall
be effected by the Trust other than from the assets
belonging to such Series or Class, nor except as
specifically provided in Section 1 of Article XI
hereof, shall any Shareholder of any particular Series
or Class otherwise have any right or claim against the
assets belonging to any other Series or Class except
to the extent that such Shareholder has such a right
or claim hereunder as a Shareholder of such other
Series or Class.
(d) Voting. Notwithstanding any of the other provisions
of this Declaration, including, without limitation,
Section 1 of Article VIII, only Shareholders of a
particular Series or Class shall be entitled to vote
on any matters affecting such Series or Class. Except
with respect to matters as to which any particular
Series or Class is affected, all of the Shares of each
Series or Class shall, on matters as to which such
Series or Class is entitled to vote, vote with other
Series or Classes so entitled as a single class.
Notwithstanding the foregoing, with respect to matters
which would otherwise be voted on by two or more
Series or Classes as a single class, the Trustees may,
in their sole discretion, submit such matters to the
Shareholders of any or all such Series or Classes,
separately.
(e) Fraction. Any fractional Share of a Series or Class
shall carry proportionately all the rights and
obligations of a whole Share of that Series or Class,
including rights with respect to voting, receipt of
dividends and distributions, redemption of Shares and
termination of the Trust or of any Series or Class.
(f) Exchange Privilege. The Trustees shall have the
authority to provide that the holders of Shares of any
Series or Class shall have the right to exchange said
Shares for Shares of one or more other Series or
Classes in accordance with such requirements and
procedures as may be established by the Trustees.
(g) Combination of Series or Classes. The Trustees shall
have the authority, without the approval of the
Shareholders of any Series or Class, unless otherwise
required by applicable law, to combine the assets and
liabilities belonging to a single Series or Class with
the assets and liabilities of one or more other Series
or Classes.
(h) Elimination of Series or Classes. At any time that
there are no Shares outstanding of any particular
Series or Class previously established and designated,
the Trustees may amend this Declaration of Trust to
abolish that Series or Class and to rescind the
establishment and designation thereof.
ARTICLE IV
THE TRUSTEES
Section 1. Management of the Trust.
The business and affairs of the Trust shall be managed by
the Trustees, and they shall have all powers necessary and
desirable to carry out that responsibility. The Trustees who
shall serve until the election of Trustees at the Meeting of
Shareholders subsequent to the initial public offering of Shares
shall be J. Christopher Donahue, Byron F. Bowman and Frank
Polefrone.
Section 2. Election of Trustees at Meeting of Shareholders.
On a date fixed by the Trustees, which shall be subsequent
to the initial public offering of Shares, the Shareholders shall
elect Trustees. The number of Trustees shall be determined by
the Trustees pursuant to Article IV, Section 5.
Section 3. Term of Office of Trustees.
The Trustees shall hold office during the lifetime of this
Trust, and until its termination as hereinafter provided; except
(a) that any Trustee may resign his office at any time by
written instrument signed by him and delivered to the other
Trustees, which shall take effect upon such delivery or upon
such later date as is specified therein; (b) that any Trustee
may be removed at any time by written instrument signed by at
least two-thirds of the number of Trustees prior to such
removal, specifying the date when such removal shall become
effective; (c) that any Trustee who requests in writing to be
retired or who has become mentally or physically incapacitated
may be retired by written instrument signed by a majority of the
other Trustees, specifying the date of his retirement; and (d) a
Trustee may be removed at any special meeting of Shareholders of
the Trust by a vote of two-thirds of the outstanding Shares.
Section 4. Termination of Service and Appointment of
Trustees.
In case of the death, resignation, retirement, removal or
mental or physical incapacity of any of the Trustees, or in case
a vacancy shall, by reason of an increase in number, or for any
other reason, exist, the remaining Trustees shall fill such
vacancy by appointing such other person as they in their
discretion shall see fit. Such appointment shall be effected by
the signing of a written instrument by a majority of the
Trustees in office. An appointment of a Trustee may be made by
the Trustees then in office in anticipation of a vacancy to
occur by reason of retirement, resignation or increase in number
of Trustees effective at a later date, provided that said
appointment shall become effective only at or after the
effective date of said retirement, resignation or increase in
number of Trustees. As soon as any Trustee so appointed shall
have accepted this Trust, the trust estate shall vest in the new
Trustee or Trustees, together with the continuing Trustees,
without any further act or conveyance, and he shall be deemed a
Trustee hereunder. Any appointment authorized by this Section 4
is subject to the provisions of Section 16(a) of the 1940 Act.
Section 5. Number of Trustees.
The number of Trustees, not less than three (3) nor more
than twenty (20) serving hereunder at any time, shall be
determined by the Trustees themselves.
Whenever a vacancy in the Board of Trustees shall occur,
until such vacancy is filled or while any Trustee is physically
or mentally incapacitated, the other Trustees shall have all the
powers hereunder and the certificate signed by a majority of the
other Trustees of such vacancy, absence or incapacity, shall be
conclusive, provided, however, that no vacancy which reduces the
number of Trustees below three (3) shall remain unfilled for a
period longer than six calendar months.
Section 6. Effect of Death, Resignation, etc. of a Trustee.
The death, resignation, retirement, removal, or mental or
physical incapacity of the Trustees, or any one of them, shall
not operate to annul the Trust or to revoke any existing agency
created pursuant to the terms of this Declaration of Trust.
Section 7. Ownership of Assets.
The assets belonging to each Series or Class shall be held
separate and apart from any assets now or hereafter held in any
capacity other than as Trustee hereunder by the Trustees or any
successor Trustee. All of the assets belonging to each Series
or Class or owned by the Trust shall at all times be considered
as vested in the Trustees. No Shareholder shall be deemed to
have a severable ownership interest in any individual asset
belonging to any Series or Class or owned by the Trust or any
right of partition or possession thereof, but each Shareholder
shall have a proportionate undivided beneficial interest in a
Series or Class.
ARTICLE V
POWERS OF THE TRUSTEES
Section 1. Powers.
The Trustees in all instances shall act as principals, and
are and shall be free from the control of the Shareholders. The
Trustees shall have full power and authority to do any and all
acts and to make and execute any and all contracts and
instruments that they may consider necessary or appropriate in
connection with the management of the Trust or a Series or
Class. The Trustees shall not be bound or limited by present or
future laws or customs in regard to trust investments, but shall
have full authority and power to make any and all investments
which they, in their uncontrolled discretion, shall deem proper
to accomplish the purpose of this Trust. Without limiting the
foregoing, the Trustees shall have the following specific powers
and authority, subject to any applicable limitation in this
Declaration of Trust or in the By-Laws of the Trust:
(a) To buy, and invest funds in their hands in securities
including, but not limited to, common stocks,
preferred stocks, bonds, debentures, warrants and
rights to purchase securities, options, certificates
of beneficial interest, money market instruments,
notes or other evidences of indebtedness issued by any
corporation, trust or association, domestic or
foreign, or issued or guaranteed by the United States
of America or any agency or instrumentality thereof,
by the government of any foreign country, by any State
of the United States, or by any political subdivision
or agency or instrumentality of any State or foreign
country, or in "when-issued" or "delayed-delivery"
contracts for any such securities, or in any
repurchase agreement or reverse repurchase agreement,
or in debt instruments, commodities, commodity
contracts and options thereon, or to retain assets
belonging to each and every Series or Class in cash,
and from time to time to change the investments of the
assets belonging to each Series or Class;
(b) To adopt By-Laws of the Trust not inconsistent with
the Declaration of Trust providing for the conduct of
the business of the Trust and to amend and repeal them
to the extent that they do not reserve that right to
the Shareholders;
(c) To Elect and remove such officers of the Trust and
appoint and terminate such agents of the Trust as they
consider appropriate;
(d) To appoint or otherwise engage a bank or trust company
as custodian of any assets belonging to any Series or
Class subject to any conditions set forth in this
Declaration of Trust or in the By-Laws;
(e) To appoint or otherwise engage transfer agents,
dividend disbursing agents, Shareholder servicing
agents, investment advisers, sub-investment advisers,
principal underwriters, administrative service agents,
and such other agents as the Trustees may from time to
time appoint or otherwise engage;
(f) To provide for the distribution of any Shares of any
Series or Class either through a principal underwriter
in the manner hereinafter provided for or by the Trust
itself, or both;
(g) To set record dates in the manner hereinafter provided
for;
(h) To delegate such authority as they consider desirable
to a committee or committees composed of Trustees,
including without limitation, an Executive Committee,
or to any officers of the Trust and to any agent,
custodian or underwriter;
(i) To sell or exchange any or all of the assets belonging
to one or more Series or Classes, subject to the
provisions of Article XII, Section 4(b) hereof;
(j) To vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities
or property; and to execute and deliver powers of
attorney to such person or persons as the Trustees
shall deem proper, granting to such person or persons
such power and discretion with relation to securities
or property as the Trustees shall deem proper;
(k) To exercise powers and rights of subscription or
otherwise which in any manner arise out of ownership
of securities;
(l) To hold any security or property in a form not
indicating any trust, whether in bearer, unregistered
or other negotiable form; or either in its own name or
in the name of a custodian or a nominee or nominees,
subject in either case to proper safeguards according
to the usual practice of Massachusetts trust companies
or investment companies;
(m) To consent to or participate in any plan for the
reorganization, consolidation or merger of any
corporation or concern, any security of which belongs
to any Series or Class; to consent to any contract,
lease, mortgage, purchase, or sale of property by such
corporation or concern, and to pay calls or
subscriptions with respect to any security which
belongs to any Series or Class;
(n) To engage in and to prosecute, compound, compromise,
abandon, or adjust, by arbitration, or otherwise, any
actions, suits, proceedings, disputes, claims,
demands, and things relating to the Trust, and out of
the assets belonging to any Series or Class to pay, or
to satisfy, any debts, claims or expenses incurred in
connection therewith, including those of litigation,
upon any evidence that the Trustees may deem
sufficient (such powers shall include without
limitation any actions, suits, proceedings, disputes,
claims, demands and things relating to the Trust
wherein any of the Trustees may be named individually
and the subject matter of which arises by reason of
business for or on behalf of the Trust);
(o) To make distributions of income and of capital gains
to Shareholders;
(p) To borrow money;
(q) From time to time to issue and sell the Shares of any
Series or Class either for cash or for property
whenever and in such amounts as the Trustees may deem
desirable, but subject to the limitation set forth in
Section 3 of Article III.
(r) To purchase insurance of any kind, including, without
limitation, insurance on behalf of any person who is
or was a Trustee, Officer, employee or agent of the
Trust, or is or was serving at the request of the
Trust as a Trustee, Director, Officer, agent or
employee of another corporation, partnership, joint
venture, trust or other enterprise against any
liability asserted against him and incurred by him in
any such capacity or arising out of his status as
such.
(s) To sell, exchange, lend, pledge, mortgage,
hypothecate, lease, or write options with respect to
or otherwise deal in any property rights relating to
any or all of the assets belonging to any Series or
Class.
The Trustees shall have all of the powers set forth in this
Section 1 with respect to all assets and liabilities of each
Series and Class.
Section 2. Principal Transactions.
The Trustees shall not cause the Trust on behalf of any
Series or Class to buy any securities (other than Shares) from
or sell any securities (other than Shares) to, or lend any
assets belonging to any Series or Class to any Trustee or
officer or employee of the Trust or any firm of which any such
Trustee or officer is a member acting as principal unless
permitted by the 1940 Act, but the Trust may employ any such
other party or any such person or firm or company in which any
such person is an interested person in any capacity not
prohibited by the 1940 Act.
Section 3. Trustees and Officers as Shareholders.
Any Trustee, officer or other agent of the Trust or any
Series or Class may acquire, own and dispose of Shares of any
Series or Class to the same extent as if he were not a Trustee,
officer or agent; and the Trustees may issue and sell or cause
to be issued or sold Shares of any Series or Class to and buy
such Shares from any such person or any firm or company in which
he is an interested person subject only to the general
limitations herein contained as to the sale and purchase of such
Shares; and all subject to any restrictions which may be
contained in the By-Laws.
Section 4. Parties to Contract.
The Trustees may enter into any contract of the character
described in Article VII or in Article IX hereof or any other
capacity not prohibited by the 1940 Act with any corporation,
firm, trust or association, although one or more of the
shareholders, Trustees, officers, employees or agents of the
Trust or any Series or Class or their affiliates may be an
officer, director, trustee, shareholder or interested person of
such other party to the contract, and no such contract shall be
invalidated or rendered voidable by reason of the existence of
any such relationship, nor shall any person holding such
relationship be liable merely by reason of such relationship for
any loss or expense to the Trust or any Series or Class under or
by reason of said contract or accountable for any profit
realized directly or indirectly therefrom, in the absence of
actual fraud. The same person (including a firm, corporation,
trust or association) may be the other party to contracts
entered into pursuant to Article VII or Article IX or any other
capacity not prohibited by the 1940 Act, and any individual may
be financially interested or otherwise an interested person of
persons who are parties to any or all of the contracts mentioned
in this Section 4.
ARTICLE VI
TRUSTEES' EXPENSES AND COMPENSATION
Section 1. Trustee Reimbursement.
The Trustees shall be reimbursed from the assets belonging
to each particular Series or Class for all of such Trustees'
expenses as such expenses are allocated to and among any one or
more of the Series or Classes pursuant to Article III, Section
5(b), including, without limitation, expenses of organizing the
Trust or any Series or Class and continuing its or their
existence; fees and expenses of Trustees and Officers of the
Trust; fees for investment advisory services, administrative
services and principal underwriting services provided for in
Article VII, Sections 1, 2 and 3; fees and expenses of preparing
and printing Registration Statements under the Securities Act of
1933 and the 1940 Act and any amendments thereto; expenses of
registering and qualifying the Trust and any Series or Class and
the Shares of any Series or Class under federal and state laws
and regulations; expenses of preparing, printing and
distributing prospectuses and any amendments thereto sent to
shareholders, underwriters, broker-dealers and to investors who
may be considering the purchase of Shares; expenses of
registering, licensing or other authorization of the Trust or
any Series or Class as a broker-dealer and of its or their
officers as agents and salesmen under federal and state laws and
regulations; interest expenses, taxes, fees and commissions of
every kind; expenses of issue (including cost of share
certificates), purchases, repurchases and redemptions of Shares,
including expenses attributable to a program of periodic issue;
charges and expenses of custodians, transfer agents, dividend
disbursing agents, Shareholder servicing agents and registrars;
printing and mailing costs; auditing, accounting and legal
expenses; reports to Shareholders and governmental officers and
commissions; expenses of meetings of Shareholders and proxy
solicitations therefor; insurance expenses; association
membership dues and nonrecurring items as may arise, including
all losses and liabilities by them incurred in administering the
Trust and any Series or Class, including expenses incurred in
connection with litigation, proceedings and claims and the
obligations of the Trust under Article XI hereof and the By-Laws
to indemnify its Trustees, Officers, employees, shareholders and
agents, and any contract obligation to indemnify principal
underwriters under Section 3 of Article VII; and for the payment
of such expenses, disbursements, losses and liabilities, the
Trustees shall have a lien on the assets belonging to each
Series or Class prior to any rights or interests of the
Shareholders of any Series or Class. This section shall not
preclude the Trust from directly paying any of the
aforementioned fees and expenses.
Section 2. Trustee Compensation.
The Trustees shall be entitled to compensation from the
Trust from the assets belonging to any Series or Class for their
respective services as Trustees, to be determined from time to
time by vote of the Trustees, and the Trustees shall also
determine the compensation of all Officers, consultants and
agents whom they may elect or appoint. The Trust may pay out of
the assets belonging to any Series or Class any Trustee or any
corporation, firm, trust or other entity of which a Trustee is
an interested person for services rendered in any capacity not
prohibited by the 1940 Act, and such payments shall not be
deemed compensation for services as a Trustee under the first
sentence of this Section 2 of Article VI.
ARTICLE VII
INVESTMENT ADVISER, ADMINISTRATIVE SERVICES,
PRINCIPAL UNDERWRITER AND TRANSFER AGENT
Section 1. Investment Adviser.
Subject to a Majority Shareholder Vote by the relevant
Series or Class, the Trustees may in their discretion from time
to time enter into an investment advisory contract whereby the
other party to such contract shall undertake to furnish the
Trustees investment advisory services for such Series or Class
upon such terms and conditions and for such compensation as the
Trustees may in their discretion determine. Subject to a
Majority Shareholder Vote by the relevant Series or Class, the
investment adviser may enter into a sub-investment advisory
contract to receive investment advice and/or statistical and
factual information from the sub-investment adviser for such
Series or Class upon such terms and conditions and for such
compensation as the Trustees, in their discretion, may agree.
Notwithstanding any provisions of this Declaration of Trust, the
Trustees may authorize the investment adviser or sub-investment
adviser or any person furnishing administrative personnel and
services as set forth in Article VII, Section 2 (subject to such
general or specific instructions as the Trustees may from time
to time adopt) to effect purchases, sales or exchanges of
portfolio securities belonging to a Series or Class on behalf of
the Trustees or may authorize any officer or Trustee to effect
such purchases, sales, or exchanges pursuant to recommendations
of the investment adviser (and all without further action by the
Trustees). Any such purchases, sales and exchanges shall be
deemed to have been authorized by the Trustees. The Trustees
may also authorize the investment adviser to determine what
firms shall be employed to effect transactions in securities for
the account of a Series or Class and to determine what firms
shall participate in any such transactions or shall share in
commissions or fees charged in connection with such
transactions.
Section 2. Administrative Services.
The Trustees may in their discretion from time to time
contract for administrative personnel and services whereby the
other party shall agree to provide the Trustees administrative
personnel and services to operate the Trust or a Series or Class
on a daily basis, on such terms and conditions as the Trustees
may in their discretion determine. Such services may be
provided by one or more entities.
Section 3. Principal Underwriter.
The Trustees may in their discretion from time to time
enter into an exclusive or nonexclusive contract or contracts
providing for the sale of the Shares of a Series or Class to net
such Series or Class not less than the amount provided in
Article III, Section 3 hereof, whereby a Series or Class may
either agree to sell the Shares to the other party to the
contract or appoint such other party its sales agent for such
shares. In either case, the contract shall be on such terms and
conditions (including indemnification of principal underwriters
allowable under applicable law and regulation) as the Trustees
may in their discretion determine not inconsistent with the
provisions of this Article VII; and such contract may
also provide for the repurchase or sale of Shares of a Series or
Class by such other party as principal or as agent of the Trust
and may provide that the other party may maintain a market for
shares of a Series or Class.
Section 4. Transfer Agent.
The Trustees may in their discretion from time to time
enter into transfer agency and shareholder services contracts
whereby the other party shall undertake to furnish a transfer
agency and shareholder services. The contracts shall be on such
terms and conditions as the Trustees may in their discretion
determine not inconsistent with the provisions of this
Declaration of Trust or of the By-Laws. Such services may be
provided by one or more entities.
ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section 1. Voting Powers.
Subject to the provisions set forth in Article III, Section
5(d), the shareholders shall have power to vote, (i) for the
election of Trustees as provided in Article IV, Section 2; (ii)
for the removal of Trustees as provided in Article IV, Section
3(d); (iii) with respect to any investment adviser or sub-
investment adviser as provided in Article VII, Section 1; (iv)
with respect to the amendment of this Declaration of Trust as
provided in Article XII, Section 7; (v) to the same extent as
the shareholders of a Massachusetts business corporation as to
whether or not a court action, proceeding or claim should be
brought or maintained derivatively or as a class action on
behalf of the Trust or the Shareholders; and (vi) with respect
to such additional matters relating to the Trust as may be
required by law, by this Declaration of Trust, or the By-Laws of
the Trust or any regulation of the Trust or the Commission or
any State, or as the Trustees may consider desirable. Each
whole Share shall be entitled to one vote as to any matter on
which it is entitled to vote, and each fractional Share shall be
entitled to a proportionate fractional vote. There shall be no
cumulative voting in the election of Trustees. Shares may be
voted in person or by proxy. Until Shares of a Series or Class
are issued, the Trustees may exercise all rights of Shareholders
of such Series or Class with respect to matters affecting such
Series or Class, and may take any action with respect to the
Trust or such Series or Class required or permitted by law, this
Declaration of Trust or any By-Laws of the Trust to be taken by
Shareholders.
Section 2. Meetings.
A Shareholders meeting shall be held as specified in
Section 2 of Article IV at the principal office of the Trust or
such other place as the Trustees may designate. Special
meetings of the Shareholders may be called by the Trustees or
the Chief Executive Officer of the Trust and shall be called by
the Trustees upon the written request of Shareholders owning at
least one-tenth of the outstanding Shares of all Series and
Classes entitled to vote. Shareholders shall be entitled to at
least fifteen days' notice of any meeting.
Section 3. Quorum and Required Vote.
Except as otherwise provided by law, to constitute a quorum
for the transaction of any business at any meeting of
Shareholders there must be present, in person or by proxy,
holders of more than fifty percent of the total number of
outstanding Shares of all Series and Classes entitled to vote at
such meeting. When any one or more Series or Classes is
entitled to vote as a single Series or Class, more than fifty
percent of the shares of each such Series or Class entitled to
vote shall constitute a quorum at a Shareholder's meeting of
that Series or Class. If a quorum shall not be present for the
purpose of any vote that may properly come before the meeting,
the Shares present in person or by proxy and entitled to vote at
such meeting on such matter may, by plurality vote, adjourn the
meeting from time to time to such place and time without further
notice than by announcement to be given at the meeting until a
quorum entitled to vote on such matter shall be present,
whereupon any such matter may be voted upon at the meeting as
though held when originally convened. Subject to any applicable
requirement of law or of this Declaration of Trust or the By-
Laws, a plurality of the votes cast shall elect a Trustee, and
all other matters shall be decided by a majority of the votes
cast and entitled to vote thereon.
Section 4. Additional Provisions.
The By-Laws may include further provisions for
Shareholders' votes and meetings and related matters.
ARTICLE IX
CUSTODIAN
The Trustees may, in their discretion, from time to time
enter into contracts providing for custodial and accounting
services to the Trust or any Series or Class. The contracts
shall be on the terms and conditions as the Trustees may in
their discretion determine not inconsistent with the provisions
of this Declaration of Trust or of the By-Laws. Such services
may be provided by one or more entities, including one or more
sub-custodians.
ARTICLE X
DISTRIBUTIONS AND REDEMPTIONS
Section 1. Distributions.
(a) The Trustees may from time to time declare and pay
dividends to the Shareholders of any Series or Class,
and the amount of such dividends and the payment of
them shall be wholly in the discretion of the
Trustees. Such dividends may be accrued and
automatically reinvested in additional Shares (or
fractions thereof) of the relevant Series or Class or
paid in cash or additional Shares of such Series or
Class, all upon such terms and conditions as the
Trustees may prescribe.
(b) The Trustees may distribute in respect of any fiscal
year as dividends and as capital gains distributions,
respectively, amounts sufficient to enable any Series
or Class to qualify as a regulated investment company
to avoid any liability for federal income taxes in
respect of that year.
(c) The decision of the Trustees as to what constitutes
income and what constitutes principal shall be final,
and except as specifically provided herein the
decision of the Trustees as to what expenses and
charges of any Series or Class shall be charged
against principal and what against the income shall be
final. Any income not distributed in any year may be
permitted to accumulate and as long as not distributed
may be invested from time to time in the same manner
as the principal funds of any Series or Class.
(d) All dividends and distributions on Shares of a
particular Series or Class shall be distributed pro
rata to the holders of that Series or Class in
proportion to the number of Shares of that Series or
Class held by such holders and recorded on the books
of the Trust or its transfer agent at the date and
time of record established for that payment.
Section 2. Redemptions and Repurchases.
(a) In case any Shareholder of record of any Series or
Class at any time desires to dispose of Shares of such
Series or Class recorded in his name, he may deposit a
written request (or such other form of request as the
Trustees may from time to time authorize) requesting
that the Trust purchase his Shares, together with such
other instruments or authorizations to effect the
transfer as the Trustees may from time to time
require, at the office of the Transfer Agent, and the
Trust shall purchase his Shares out of assets
belonging to such Series or Class. The purchase price
shall be the net asset value of his shares reduced by
any redemption charge as the Trustees from time to
time may determine.
Payment for such Shares shall be made by the Trust to
the Shareholder of record within that time period
required under the 1940 Act after the request (and, if
required, such other instruments or authorizations of
transfer) is deposited, subject to the right of the
Trustees to postpone the date of payment pursuant to
Section 4 of this Article X. If the redemption is
postponed beyond the date on which it would normally
occur by reason of a declaration by the Trustees
suspending the right of redemption pursuant to Section
4 of this Article X, the right of the Shareholder to
have his Shares purchased by the Trust shall be
similarly suspended, and he may withdraw his request
(or such other instruments or authorizations of
transfer) from deposit if he so elects; or, if he does
not so elect, the purchase price shall be the net
asset value of his Shares determined next after
termination of such suspension (reduced by any
redemption charge), and payment therefor shall be made
within the time period required under the 1940 Act.
(b) The Trust may purchase Shares of a Series or Class by
agreement with the owner thereof at a purchase price
not exceeding the net asset value per Share (reduced
by any redemption charge) determined (1) next after
the purchase or contract of purchase is made or (2) at
some later time.
(c) The Trust may pay the purchase price (reduced by any
redemption charge) in whole or in part by a
distribution in kind of securities from the portfolio
of the relevant Series or Class, taking such
securities at the same value employed in determining
net asset value, and selecting the securities in such
manner as the Trustees may deem fair and equitable.
Section 3. Net Asset Value of Shares.
The net asset value of each Share of a Series or Class
outstanding shall be determined at such time or times as may be
determined by or on behalf of the Trustees. The power and duty
to determine net asset value may be delegated by the Trustees
from time to time to one or more of the Trustees or Officers of
the Trust, to the other party to any contract entered into
pursuant to Section 1 or 2 of Article VII or to the custodian or
to a transfer agent or other person designated by the Trustees.
The net asset value of each Share of a Series or Class as
of any particular time shall be the quotient (adjusted to the
nearer cent) obtained by dividing the value, as of such time, of
the net assets belonging to such Series or Class (i.e., the
value of the assets belonging to such Series or Class less the
liabilities belonging to such Series or Class exclusive of
capital and surplus) by the total number of Shares outstanding
of the Series or Class at such time in accordance with the
requirements of the 1940 Act and applicable provisions of the By-
Laws of the Trust in conformity with generally accepted
accounting practices and principles.
The Trustees may declare a suspension of the determination
of net asset value for the whole or any part of any period in
accordance with the 1940 Act.
Section 4. Suspension of the Right of Redemption.
The Trustees may declare a suspension of the right of
redemption or postpone the date of payment for the whole or any
part of any period in accordance with the 1940 Act.
Section 5. Trust's Right to Redeem Shares.
The Trust shall have the right to cause the redemption of
Shares of any Series or Class in any Shareholder's account for
their then current net asset value and promptly make payment to
the shareholder (which payment may be reduced by any applicable
redemption charge), if at any time the total investment in the
account does not have a minimum dollar value determined from
time to time by the Trustees in their sole discretion.
ARTICLE XI
LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 1. Limitation of Personal Liability and
Indemnification of Shareholders.
The Trustees, officers, employees or agents of the Trust
shall have no power to bind any Shareholder of any Series or
Class personally or to call upon such Shareholder for the
payment of any sum of money or assessment whatsoever, other than
such as the Shareholder may at any time agree to pay by way of
subscription to any Shares or otherwise.
No Shareholder or former Shareholder of any Series or Class
shall be liable solely by reason of his being or having been a
Shareholder for any debt, claim, action, demand, suit,
proceeding, judgment, decree, liability or obligation of any
kind, against, or with respect to the Trust or any Series or
Class arising out of any action taken or omitted for or on
behalf of the Trust or such Series or Class, and the Trust or
such Series or Class shall be solely liable therefor and resort
shall be had solely to the property of the relevant Series or
Class of the Trust for the payment or performance thereof.
Each Shareholder or former Shareholder of any Series or
Class (or their heirs, executors, administrators or other legal
representatives or, in case of a corporate entity, its corporate
or general successor) shall be entitled to be indemnified and
reimbursed by the Trust to the full extent of such liability and
the costs of any litigation or other proceedings in which such
liability shall have been determined, including, without
limitation, the fees and disbursements of counsel if, contrary
to the provisions hereof, such Shareholder or former Shareholder
of such Series or Class shall be held to be personally liable.
Such indemnification and reimbursement shall come exclusively
from the assets of the relevant Series or Class.
The Trust shall, upon request by a Shareholder or former
Shareholder, assume the defense of any claim made against any
Shareholder for any act or obligation of the Trust or any Series
or Class and satisfy any judgment thereon.
Section 2. Limitation of Personal Liability of Trustees,
Officers, Employees or Agents of the Trust.
No Trustee, officer, employee or agent of the Trust shall
have the power to bind any other Trustee, officer, employee or
agent of the Trust personally. The Trustees, officers,
employees or agents of the Trust incurring any debts,
liabilities or obligations, or in taking or omitting any other
actions for or in connection with the Trust are, and each shall
be deemed to be, acting as Trustee, officer, employee or agent
of the Trust and not in his own individual capacity.
Trustees and officers of the Trust shall be liable for
their willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of the
office of Trustee or officer, as the case may be, and for
nothing else.
Section 3. Express Exculpatory Clauses and Instruments.
The Trustees shall use every reasonable means to assure
that all persons having dealings with the Trust or any Series or
Class shall be informed that the property of the Shareholders
and the Trustees, officers, employees and agents of the Trust or
any Series or Class shall not be subject to claims against or
obligations of the Trust or any other Series or Class to any
extent whatsoever. The Trustees shall cause to be inserted in
any written agreement, undertaking or obligation made or issued
on behalf of the Trust or any Series or Class (including
certificates for Shares of any Series or Class) an appropriate
reference to the provisions of this Declaration, providing that
neither the Shareholders, the Trustees, the officers, the
employees nor any agent of the Trust or any Series or Class
shall be liable thereunder, and that the other parties to such
instrument shall look solely to the assets belonging to the
relevant Series or Class for the payment of any claim thereunder
or for the performance thereof; but the omission of such
provisions from any such instrument shall not render any
Shareholder, Trustee, officer, employee or agent liable, nor
shall the Trustee, or any officer, agent or employee of the
Trust or any Series or Class be liable to anyone for such
omission. If, notwithstanding this provision, any Shareholder,
Trustee, officer, employee or agent shall be held liable to any
other person by reason of the omission of such provision from
any such agreement, undertaking or obligation, the Shareholder,
Trustee, officer, employee or agent shall be indemnified and
reimbursed by the Trust.
ARTICLE XII
MISCELLANEOUS
Section 1. Trust is not a Partnership.
It is hereby expressly declared that a trust and not a
partnership is created hereby.
Section 2. Trustee Action Binding, Expert Advice, No Bond or
Surety.
The exercise by the Trustees of their powers and
discretions hereunder shall be binding upon everyone interested.
Subject to the provisions of Article XI, the Trustees shall not
be liable for errors of judgment or mistakes of fact or law.
The Trustees may take advice of counsel or other experts with
respect to the meaning and operation of this Declaration of
Trust, and subject to the provisions of Article XI, shall be
under no liability for any act or omission in accordance with
such advice or for failing to follow such advice. The Trustees
shall not be required to give any bond as such, nor any surety
if a bond is required.
Section 3. Establishment of Record Dates.
The Trustees may close the Share transfer books of the
Trust maintained with respect to any Series or Class for a
period not exceeding sixty (60) days preceding the date of any
meeting of Shareholders of the Trust or any Series or Class, or
the date for the payment of any dividend or the making of any
distribution to Shareholders, or the date for the allotment of
rights, or the date when any change or conversion or exchange of
Shares of any Series or Class shall go into effect; or in lieu
of closing the Share transfer books as aforesaid, the Trustees
may fix in advance a date, not exceeding sixty (60) days
preceding the date of any meeting of Shareholders of the Trust
or any Series or Class, or the date for the payment of any
dividend or the making of any distribution to Shareholders of
any Series or Class, or the date for the allotment of rights, or
the date when any change or conversion or exchange of Shares of
any Series or Class shall go into effect, or the last day on
which the consent or dissent of Shareholders of any Series or
Class may be effectively expressed for any purpose, as a record
date for the determination of the Shareholders entitled to
notice of, and, to vote at, any such meeting and any adjournment
thereof, or entitled to receive payment of any such dividend or
distribution, or to any such allotment of rights, or to exercise
the rights in respect of any such change, conversion or exchange
of shares, or to exercise the right to give such consent or
dissent, and in such case such Shareholders and only such
Shareholders as shall be Shareholders of record on the date so
fixed shall be entitled to such notice of, and to vote at, such
meeting, or to receive payment of such dividend or distribution,
or to receive such allotment or rights, or to exercise such
rights, as the case may be, notwithstanding, after such date
fixed aforesaid, any transfer of any Shares on the books of the
Trust maintained with respect to any Series or Class. Nothing
in the foregoing sentence shall be construed as precluding the
Trustees from setting different record dates for different
Series or Classes.
Section 4. Termination of Trust.
(a) This Trust shall continue without limitation of time
but subject to the provisions of paragraphs (b), (c)
and (d) of this Section 4.
(b) The Trustees may, by unanimous action, with the
approval of the holders of a majority vote of the
Shares of each Series or Class entitled to vote and
voting separately by Series or Class, sell and convey
the assets of the Trust or any Series or Class to
another trust or corporation organized under the laws.
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 that Series
or Class then outstanding.
(c) Subject to a Majority Shareholder Vote by such Series
or Class, the Trustees may at any time sell and
convert into money all the assets of the Trust or any
Series or Class. Upon making provision for the
payment of all outstanding obligations, taxes and
other liabilities, accrued or contingent, belonging to
each Series or Class, the Trustees shall distribute
the remaining assets belonging to each Series or Class
ratably among the holders of the outstanding Shares of
that Series or Class.
(d) Upon completion of the distribution of the remaining
proceeds of the remaining assets as provided in
paragraphs (b) and (c), the Trust or the applicable
Series or Class shall terminate and the Trustees shall
be discharged of any and all further liabilities and
duties hereunder or with respect thereto and the
right, title and interest of all parties shall be
canceled and discharged.
Section 5. Offices of the Trust, Filing of Copies,
Headings, Counterparts.
The Trust shall maintain a usual place of business in
Massachusetts, which, initially, shall be c/o Donnelly, Conroy &
Gelhaar, 176 Federal Street, Boston, Massachusetts 02110, and
shall continue to maintain an office at such address unless
changed by the Trustees to another location in Massachusetts.
The Trust may maintain other offices as the Trustees may from
time to time determine. The original or a copy of this
instrument and of each declaration of trust supplemental hereto
shall be kept at the office of the Trust where it may be
inspected by any Shareholder. A copy of this instrument and of
each supplemental declaration of trust shall be filed by the
Trustees with the Massachusetts Secretary of State and the
Boston City Clerk, as well as any other governmental office
where such filing may from time to time be required. Headings
are placed herein for convenience of reference only and in case
of any conflict, the text of this instrument, rather than the
headings shall control. This instrument may be executed in any
number of counterparts each of which shall be deemed an
original.
Section 6. Applicable Law.
The Trust set forth in this instrument is created under and
is to be governed by and construed and administered according to
the laws of The Commonwealth of Massachusetts. The Trust shall
be of the type commonly called a Massachusetts business trust,
and without limiting the provisions hereof, the Trust may
exercise all powers which are ordinarily exercised by such a
trust.
Section 7. Amendments -- General.
Prior to the initial issuance of Shares pursuant to Section
3 of Article III, a majority of the Trustees then in office may
amend or otherwise supplement this instrument by making a
Declaration of Trust supplemental hereto, which thereafter shall
form a part hereof. Subsequent to such initial issuance of
Shares, amendments or supplements to this instrument may be
authorized by a majority of the Trustees then in office and by
the holders of a majority of the Shares of all Series and
classes then outstanding and entitled to vote thereon (except
that any amendments or supplements changing the name of the
Trust or pursuant to Section 8 hereunder may be made without
shareholder approval), or by any larger vote which may be
required by applicable law or this Declaration of Trust in any
particular case, which amendment or supplement thereafter shall
form a part hereof. Any such amendment or supplement (which may
be in the form of a complete restatement) may be evidenced by
either (i) a supplemental Declaration of Trust signed by at
least a majority of the Trustees then in office or (ii) by a
certificate of the President and Secretary of the Trust setting
forth such amendment or supplement and certifying that such
amendment or supplement has been duly authorized by the
Trustees, and if required, by the shareholders. Copies of the
supplemental Declaration of Trust or the certificate of the
President and Secretary, as the case may be, shall be filed as
specified in Section 5 of this Article XII.
Section 8. Amendments -- Series.
The establishment and designation of any series or class of
Shares in addition to those established and designated in
Section 5 of Article III hereof shall be effective upon the
execution by a majority of the then Trustees of an amendment to
this Declaration of Trust, taking the form of a complete
restatement or otherwise, setting forth such establishment and
designation and the relative rights and preferences of any such
Series or Class, or as otherwise provided in such instrument.
Without limiting the generality of the foregoing, the
Declaration of the Trust may be amended to:
(a) create one or more Series or Classes of Shares (in
addition to any Series or Classes already existing or
otherwise) with such rights and preferences and such
eligibility requirements for investment therein as the
Trustees shall determine and reclassify any or all
outstanding Shares as Shares of particular Series or
Classes in accordance with such eligibility
requirements;
(b) combine two or more Series or Classes of Shares into a
single Series or Class on such terms and conditions as
the Trustees shall determine;
(c) change or eliminate any eligibility requirements for
investment in Shares of any Series or Class, including
without limitation the power to provide for the issue
of Shares of any Series or Class in connection with
any merger or consolidation of the Trust with another
trust or company or any acquisition by the Trust of
part or all of the assets of another trust or company;
(d) change the designation of any Series or Class of
Shares;
(e) change the method of allocating dividends among the
various Series and Classes of Shares;
(f) allocate any specific assets or liabilities of the
Trust or any specific items of income or expense of
the Trust to one or more Series and Classes of Shares;
(g) specifically allocate assets to any or all Series or
Classes of Shares or create one or more additional
Series or Classes of Shares which are preferred over
all other Series or Classes of Shares in respect of
assets specifically allocated thereto or any dividends
paid by the Trust with respect to any net income,
however determined, earned from the investment and
reinvestment of any assets so allocated or otherwise
and provide for any special voting or other rights
with respect to such Series or Classes.
Section 9. Use of Name.
The Trust acknowledges that Federated Investors has
reserved the right to grant the non-exclusive use of the name
"FEDERATED INSTITUTIONAL TRUST" or any derivative thereof to any
other investment company, investment company portfolio,
investment adviser, distributor, or other business enterprise,
and to withdraw from the Trust or one or more Series or Classes
any right to the use of the name "FEDERATED INSTITUTIONAL
TRUST".
IN WITNESS WHEREOF, the undersigned have executed this
instrument the day and year first above written.
/s/ J. Christopher Donahue
J. Christopher Donahue
/s/ Byron F. Bowman
Byron F. Bowman
/s/ Frank Polefrone
Frank Polefrone
COMMONWEALTH OF PENNSYLVANIA )
: ss:
COUNTY OF ALLEGHENY )
I hereby certify that on June 9, 1994, before me, the
subscriber, a Notary Public of the Commonwealth of Pennsylvania,
in for the County of Allegheny, personally appeared J.
Christopher Donahue, Byron F. Bowman and Frank Polefrone who
acknowledged the foregoing Declaration of Trust to be their act.
Witness my hand and notarial seal the day and year above
written.
/s/ Elaine T. Polens
Notary Public
Exhibit 2 under Form N-1A
Exhibit 3(b) under Item 601/Reg. S-K
FEDERATED INSTITUTIONAL TRUST
BY-LAWS
TABLE OF CONTENTS
Page
ARTICLE I: OFFICERS AND THEIR ELECTION 1
Section 1 Officers
1
Section 2 Election of Officers
1
Section 3 Resignations and Removals and Vacancies
1
ARTICLE II: POWERS AND DUTIES OF TRUSTEES AND OFFICERS 1
Section 1 Chairman of the Trustees ("Chairman")
1
Section 2 President
1
Section 3 Vice President
1
Section 4 Secretary
1
Section 5 Treasurer
2
Section 6 Assistant Vice President
2
Section 7Assistant Secretaries and Assistant Treasurers
2
Section 8 Salaries
2
ARTICLE III: POWERS AND DUTIES OF THE EXECUTIVE
AND OTHER COMMITTEES 2
Section 1 Executive and Other Committees
2
Section 2 Vacancies in Executive Committee
2
Section 3 Executive Committee to Report to Trustees
3
Section 4 Procedure of Executive Committee
3
Section 5 Powers of Executive Committee
3
Section 6 Compensation
3
Section 7 Informal Action by Executive Committee or
Other Committee 3
ARTICLE IV: SHAREHOLDERS MEETINGS 3
Section 1 Special Meetings
3
Section 2 Notices
3
Section 3 Place of Meeting
4
Section 4 Action by Consent
4
Section 5 Proxies
4
ARTICLE V: TRUSTEES MEETINGS 4
Section 1 Special Meetings
4
Section 2 Regular Meetings
4
Section 3 Quorum and Vote
4
Section 4 Notices
4
Section 5 Place of Meeting
5
Section 6 Telephonic Meeting
5
Section 7 Special Action
5
Section 8 Action by Consent
5
Section 9 Compensation of Trustees
5
-i-
Page
ARTICLE VI: SHARES 5
Section 1 Certificates
5
Section 2 Transfer of Shares
5
Section 3 Equitable Interest Not Recognized
6
Section 4 Lost, Destroyed or Mutilated Certificates
6
Section 5 Transfer Agent and Registrar: Regulations
6
ARTICLE VII: INSPECTION OF BOOKS 6
ARTICLE VIII: AGREEMENTS, CHECKS, DRAFTS, ENDORSEMENTS, ETC.
6
Section 1 Agreements, Etc
6
Section 2 Checks, Drafts, Etc
6
Section 3 Endorsements, Assignments and Transfer
of Securities 7
Section 4 Evidence of Authority
7
ARTICLE IX: INDEMNIFICATION OF TRUSTEES AND OFFICERS 7
Section 1 General 7
Section 2 No Indemnification
7
Section 3 Conditions for Indemnification
7
Section 4 Advancement of Expenses
7
Section 5 Non-Exclusivity
8
ARTICLE X: SEAL 8
ARTICLE XI: FISCAL YEAR 8
ARTICLE XII: AMENDMENTS 8
ARTICLE XIII: WAIVERS OF NOTICE 8
ARTICLE XIV: REPORT TO SHAREHOLDERS 8
ARTICLE XV: BOOKS AND RECORDS 9
ARTICLE XVI: TERMS 9
-ii-
BY-LAWS
ARTICLE I
OFFICERS AND THEIR ELECTION
Section 1. Officers. The officers of the Trust shall
be a Chairman of the Trustees, a President, one or more Vice
Presidents, a Treasurer, a Secretary and such other officers as
the Trustees may from time to time elect. It shall not be
necessary for any Trustee or other officer to be a holder of
shares in any Series or Class of the Trust.
Section 2. Election of Officers. The President, Vice
President(s), Treasurer and Secretary shall be chosen annually
by the Trustees. The Chairman of the Trustees shall be chosen
annually by and from the Trustees.
Two or more offices may be held by a single
person except the offices of President and Secretary. The
officers shall hold office until their successors are chosen and
qualified.
Section 3. Resignations and Removals and Vacancies.
Any officer of the Trust may resign by filing a written
resignation with the Chairman of the Trustees or with the
Trustees or with the Secretary, which shall take effect on being
so filed or at such time as may be therein specified. The
Trustees may remove any officer, with or without cause, by a
majority vote of all of the Trustees. The Trustees may fill any
vacancy created in any office whether by resignation, removal or
otherwise.
ARTICLE II
POWERS AND DUTIES OF TRUSTEES AND OFFICERS
Section 1. Chairman of the Trustees ("Chairman"). The
Chairman shall be the chief executive officer of the Trust. He
shall have general supervision over the business of the Trust
and policies of the Trust. He shall employ and define the
duties of all employees of the Trust, shall have power to
discharge any such employees, shall exercise general supervision
over the affairs of the Trust and shall perform such other
duties as may be assigned to him from time to time by the
Trustees. He shall preside at the meetings of shareholders and
of the Trustees. The Chairman shall appoint a Trustee or
officer to preside at such meetings in his absence.
Section 2. 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 3. Vice President. The Vice President (or if
more than one, the senior Vice President) in the absence of the
President shall perform all duties and may exercise any of the
powers of the President subject to the control of the Trustees.
Each Vice President shall perform such other duties as may be
assigned to him from time to time by the Trustees, the Chairman
or the Executive Committee. ? ? ? Each Vice President shall be
authorized to sign documents on behalf of the Trust.
Section 4. Secretary. The Secretary shall be the chief
legal officer of the Trust responsible for providing legal
guidance to the Trust. The Secretary shall keep or cause to be
kept in books provided for that purpose the Minutes of the
Meetings of Shareholders and of the Trustees; shall see that all
Notices are duly given in accordance with the provisions of
these By-Laws and as required by law; shall be custodian of the
records and of the Seal of the Trust and see that the Seal is
affixed to all documents, the execution of which on behalf of
the Trust under its Seal is duly authorized; shall keep directly
or through a transfer agent a register of the post office
address of each shareholder of each Series or Class of the
Trust, and make all proper changes in such register, retaining
and filing his authority for such entries; shall see that the
books, reports, statements, certificates and all other documents
and records required by law are properly kept and filed; and in
general shall perform all duties incident to the Office of
Secretary and such other duties as may from time to time be
assigned to him by the Trustees, Chairman or the Executive
Committee.
Section 5. Treasurer. The Treasurer shall be the
principal financial and accounting officer of the Trust
responsible for the preparation and maintenance of the financial
books and records of the Trust. He shall deliver all funds and
securities belonging to any Series or Class to such custodian or
sub-custodian as may be employed by the Trust for any Series or
Class. The Treasurer shall perform such duties additional to
the foregoing as the Trustees, Chairman or the Executive
Committee may from time to time designate.
Section 6. 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 7. 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 8. 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. 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.
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Section 3. Executive Committee to Report to Trustees. All
action by the Executive Committee shall be reported to the
Trustees at their meeting next succeeding such action.
Section 4. Procedure of Executive Committee. The
Executive Committee shall fix its own rules of procedure not
inconsistent with these By-Laws or with any directions of the
Trustees. It shall meet at such times and places and upon such
notice as shall be provided by such rules or by resolution of
the Trustees. The presence of a majority shall constitute a
quorum for the transaction of business, and in every case an
affirmative vote of a majority of all the members of the
Committee present shall be necessary for the taking of any
action.
Section 5. Powers of Executive Committee. During the
intervals between the Meetings of the Trustees, the Executive
Committee, except as limited by the By-Laws of the Trust or by
specific directions of the Trustees, shall possess and may
exercise all the powers of the Trustees in the management and
direction of the business and conduct of the affairs of the
Trust in such manner as the Executive Committee shall deem to be
in the best interests of the Trust, and shall have power to
authorize the Seal of the Trust to be affixed to all instruments
and documents requiring same. Notwithstanding the foregoing,
the Executive Committee shall not have the power to elect
Trustees, increase or decrease the number of Trustees, elect or
remove any Officer, declare dividends, issue shares or recommend
to shareholders any action requiring shareholder approval.
Section 6. Compensation. The members of any duly
appointed committee shall receive such compensation and/or fees
as from time to time may be fixed by the Trustees.
Section 7. Informal Action by Executive Committee or Other
Committee. Any action required or permitted to be taken at any
meeting of the Executive Committee or any other duly appointed
Committee may be taken without a meeting if a consent in writing
setting forth such action is signed by all members of such
committee and such consent is filed with the records of the
Trust.
ARTICLE IV
SHAREHOLDERS MEETINGS
Section 1. Special Meetings. A special meeting of the
shareholders of the Trust or of a particular Series or Class
shall be called by the Secretary whenever ordered by the
Trustees, the Chairman or requested in writing by the holder or
holders of at least one-tenth of the outstanding shares of the
Trust or of the relevant Series or Class, entitled to vote. If
the Secretary, when so ordered or requested, refuses or neglects
for more than two days to call such special meeting, the
Trustees, Chairman or the shareholders so requesting may, in the
name of the Secretary, call the meeting by giving notice thereof
in the manner required when notice is given by the Secretary.
Section 2. Notices. Except as above provided, notices of
any special meeting of the shareholders of the Trust or a
particular Series or Class, shall be given by the Secretary by
delivering or mailing, postage prepaid, to each shareholder
entitled to vote at said meeting, a written or printed
notification of such meeting, at least fifteen days before the
meeting, to such address as may be registered with the Trust by
the shareholder.
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Section 3. Place of Meeting. Meetings of the shareholders
of the Trust or a particular Series or Class, shall be held at
the principal place of business of the Trust in Pittsburgh,
Pennsylvania, or at such place within or without The
Commonwealth of Massachusetts as fixed from time to time by
resolution of the Trustees.
Section 4. Action by Consent. Any action required or
permitted to be taken at any meeting of shareholders may be
taken without a meeting, if a consent in writing, setting forth
such action, is signed by all the shareholders entitled to vote
on the subject matter thereof, and such consent is filed with
the records of the Trust.
Section 5. Proxies. Any shareholder entitled to vote at
any meeting of shareholders may vote either in person or by
proxy. Every proxy shall be in writing subscribed by the
shareholder or his duly authorized attorney and dated, but need
not be sealed, witnessed or acknowledged. All proxies shall be
filed with and verified by the Secretary or an Assistant
Secretary of the Trust or, the person acting as Secretary of the
Meeting.
ARTICLE V
TRUSTEES MEETINGS
Section 1. 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 2. 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 3. 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 4. Notices. It shall be sufficient notice of a
special meeting to send notice by mail to a Trustee at least
forty-eight hours or by telegram, telex or telecopy or other
electronic facsimile transmission method at least twenty-four
hours before the meeting addressed to the Trustee at his usual
or last known business or residence address or to give notice to
such Trustee in person or by telephone at least twenty-four
hours before the meeting. Notice of a meeting need not be given
to any Trustee if a written waiver of notice, executed by such
Trustee before the meeting, is filed with the records of the
meeting, or to any Trustee who attends the meeting without
protesting the lack of notice to such Trustee prior thereto or
at its commencement. Subject to compliance with Section 15(c)
of the 1940 Act, notice or waiver of notice need not specify the
purpose of any special meeting.
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Section 5. Place of Meeting. Meetings of the Trustees
shall be held at the principal place of business of the Trust in
Pittsburgh, Pennsylvania, or at such place within or without The
Commonwealth of Massachusetts as fixed from time to time by
resolution of the Trustees, or as the person or persons
requesting said meeting to be called may designate, but any
meeting may adjourn to any other place.
Section 6. Telephonic Meeting. Subject to compliance with
Sections 15(c) and 32(a) of the 1940 Act, if it is impractical
for the Trustees to meet in person, the Trustees may meet by
means of a telephone conference circuit to which all Trustees
are connected or of which all Trustees shall have waived notice,
which meeting shall be deemed to have been held at a place
designated by the Trustees at the meeting.
Section 7. 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 8. 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 9. Compensation of Trustees. The Trustees may
receive a stated salary for their services as Trustees, and by
resolution of Trustees a fixed
fee and expenses of attendance may be allowed for attendance at
each Meeting. Nothing herein contained shall be construed to
preclude any Trustee from serving the Trust in any other
capacity, as an officer, agent or otherwise, and receiving
compensation therefor.
ARTICLE VI
SHARES
Section 1. Certificates. All certificates for shares
shall be signed by the Chairman, President or any Vice President
and by the Treasurer or Secretary or any Assistant Treasurer or
Assistant Secretary and sealed with the seal of the Trust. The
signatures may be either manual or facsimile signatures and the
seal may be either facsimile or any other form of seal.
Certificates for shares for which the Trust has appointed an
independent Transfer Agent and Registrar shall not be valid
unless countersigned by such Transfer Agent and registered by
such Registrar. In case any officer who has signed any
certificate ceases to be an officer of the Trust before the
certificate is issued, the certificate may nevertheless be
issued by the Trust with the same effect as if the officer had
not ceased to be such officer as of the date of its issuance.
Share certificates of each Series or Class shall be in such form
not inconsistent with law or the Declaration of Trust or these
By-Laws as may be determined by the Trustees.
Section 2. Transfer of Shares. The shares of each Series
and Class of the Trust shall be transferable, so as to affect
the rights of the Trust or any Series or Class, only by transfer
recorded on the books of the Trust or its transfer agent, in
person or by attorney.
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Section 3. Equitable Interest Not Recognized. The Trust
shall be entitled to treat the holder of record of any share or
shares of a Series or Class as the absolute owner thereof and
shall not be bound to recognize any equitable or other claim or
interest in such share or shares of a Series or Class on the
part of any other person except as may be otherwise expressly
provided by law.
Section 4. Lost, Destroyed or Mutilated Certificates. In
case any certificate for shares is lost, mutilated or destroyed,
the Trustees may issue a new certificate in place thereof upon
indemnity to the relevant Series or Class against loss and upon
such other terms and conditions as the Trustees may deem
advisable.
Section 5. Transfer Agent and Registrar: Regulations. The
Trustees shall have power and authority to make all such rules
and regulations as they may deem expedient concerning the
issuance, transfer and registration of certificates for shares
and may appoint a Transfer Agent and/or Registrar of
certificates for shares of each Series or Class, and may require
all such share certificates to bear the signature of such
Transfer Agent and/or of such Registrar.
ARTICLE VII
INSPECTION OF BOOKS
The Trustees shall from time to time determine whether and
to what extent, and at what times and places, and under what
conditions and regulations the accounts and books of the Trust
maintained on behalf of each Series and Class or any of them
shall be open to the inspection of the shareholders of any
Series or Class; and no shareholder shall have any right of
inspecting any account or book or document of the Trust except
that, to the extent such account or book or document relates to
the Series or Class in which he is a Shareholder or the Trust
generally, such Shareholder shall have such right of inspection
as conferred by laws or authorized by the Trustees or by
resolution of the Shareholders of the relevant Series or Class.
ARTICLE VIII
AGREEMENTS, CHECKS, DRAFTS, ENDORSEMENTS, ETC.
Section 1. Agreements, Etc. The Trustees or the Executive
Committee may authorize any Officer or Agent of the Trust to
enter into any Agreement or execute and deliver any instrument
in the name of the Trust on behalf of any Series or Class, and
such authority may be general or confined to specific instances;
and, unless so authorized by the Trustees or by the Executive
Committee or by these By-Laws, no Officer, Agent or Employee
shall have any power or authority to bind the Trust by any
Agreement or engagement or to pledge its credit or to render it
liable pecuniarily for any purpose or for any amount.
Section 2. Checks, Drafts, Etc. All checks, drafts, or
orders for the payment of money, notes and other evidences of
indebtedness shall be signed by such Officers, Employees, or
Agents, as shall from time to time be designated by the Trustees
or the Executive Committee, or as may be specified in or
pursuant to the agreement between the Trust on behalf of any
Series or Class and the custodian appointed, pursuant to the
provisions of the Declaration of Trust.
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Section 3. Endorsements, Assignments and Transfer of
Securities. All endorsements, assignments, stock powers, other
instruments of transfer or directions for the transfer of
portfolio securities, whether or not registered in nominee form,
or belonging to any Series or Class shall be made by such
Officers, Employees, or Agents as may be authorized by the
Trustees or the Executive Committee.
Section 4. Evidence of Authority. Anyone dealing with the
Trust shall be fully justified in relying on a copy of a
resolution of the Trustees or of any committee thereof empowered
to act in the premises which is certified as true by the
Secretary or an Assistant Secretary under the seal of the Trust.
ARTICLE IX
INDEMNIFICATION OF TRUSTEES AND OFFICERS
Section 1. General. Every person who is or has been a
Trustee or officer of the Trust and persons who serve at the
Trust's request as director,
officer, trustee, partner or fiduciary of another corporation,
partnership, joint venture, trust or other enterprise shall be
indemnified by the Trust (or the appropriate Series or Class,
where such Trustee or officer is acting on behalf of or with
respect to a single Series or Class) to the fullest extent
permitted by law against liability and all expenses, including
amounts incurred in satisfaction of judgments, settlements,
compromises, fines, penalties, and counsel fees reasonably
incurred or paid by him in connection with any debt, claim,
action, demand, suit or proceeding of any kind, whether civil or
criminal, in which he becomes involved as a party or otherwise
by virtue of his being or having been a Trustee or officer of
the Trust or his serving or having served as a director,
officer, trustee, partner or fiduciary of another corporation,
partnership, joint venture, trust or other enterprise at the
request of the Trust; provided that the Trust shall indemnify
any such person seeking indemnification in connection with a
proceeding initiated by such person only if such proceeding was
authorized by the Board of Trustees.
Section 2. No Indemnification. No indemnification shall
be provided hereunder to a Trustee or officer against any
liability to the Trust or any Series or Class or the
Shareholders of any Series or Class by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard
of the duties involved in the conduct of his office.
Section 3. Conditions for Indemnification. Except as
provided in Section 4 hereof, in the absence of a final decision
on the merits by a court or other body before which such
proceeding was brought, an indemnification payment will not be
made, unless a reasonable determination based upon a factual
review has been made by a majority vote of a quorum of non-party
trustees who are not interested persons of the Trust, or by
independent legal counsel in a written opinion that the
indemnitee was not liable for an act of willful misfeasance, bad
faith, gross negligence, or reckless disregard of duties.
Section 4. Advancement of Expenses. The Trust shall pay
the expenses incurred in the defense of a proceeding in advance
of its final disposition (upon undertaking for repayment unless
it is ultimately determined that indemnification is appropriate)
if at least one of the following conditions is fulfilled: (i)
the indemnitee provides security for his undertaking, (ii) the
Trust or any relevant Series or Class is insured against any
loss arising by
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reason of any lawful advance or (iii) a majority of a quorum of
disinterested non-party trustees or independent legal counsel in
a written opinion makes a factual determination that there is
reason to believe the indemnitee will be entitled to
indemnification.
Section 5. Non-Exclusivity. Nothing contained in this
Article shall affect any rights to indemnification to which
Trustees, officers or any other persons may be entitled by
contract or otherwise under law, nor the power of the Trust to
purchase and maintain insurance on their behalf.
ARTICLE X
SEAL
The seal of the Trust shall consist of a flat-faced die
with the word "Massachusetts", together with the name of the
Trust and the year of its
organization cut or engraved thereon but, unless otherwise
required by the Trustees, the seal shall not be necessary to be
placed on, and its absence shall not impair the validity of, any
document, instrument or other paper executed and delivered by or
on behalf of the Trust.
ARTICLE XI
FISCAL YEAR
The fiscal year of the Trust and each Series or Class shall
be as designated from time to time by the Trustees.
ARTICLE XII
AMENDMENTS
These By-Laws may be amended by a majority vote of all of
the Trustees.
ARTICLE XIII
WAIVERS OF NOTICE
Whenever any notice whatever is required to be given under
the provisions of any statute of The Commonwealth of
Massachusetts, or under the 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 XIV
REPORT TO SHAREHOLDERS
The Trustees shall at least semi-annually submit to the
shareholders of each Series or Class a written financial report
of the transactions of that Series or Class including financial
statements which shall at least annually be certified by
independent public accountants.
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ARTICLE XV
BOOKS AND RECORDS
The books and records of the Trust and any Series or Class,
including the stock ledger or ledgers, may be kept in or outside
The Commonwealth of Massachusetts at such office or agency of
the Trust as may from time to time be determined by the
Trustees.
ARTICLE XVI
TERMS
Terms defined in the Declaration of Trust and not otherwise
defined herein are used herein with the meanings set forth or
referred to in the Declaration of Trust.
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Exhibit 5 under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
FEDERATED INSTITUTIONAL TRUST
INVESTMENT ADVISORY CONTRACT
This Contract is made this ____ day of _____________,
19__, between FEDERATED MANAGEMENT, a Delaware business
trust, having its principal place of business in Pittsburgh,
Pennsylvania (the "Adviser"), and FEDERATED INSTITUTIONAL
TRUST, a Massachuetts business trust having its principal
place of business in Pittsburgh, Pennsylvania (the "Trust").
WHEREAS the Trust is an open-end management investment
company as that term is defined in the Investment
Company Act of 1940, as amended, and is registered as
such with the Securities and Exchange Commission; and
WHEREAS Adviser is engaged in the business of rendering
investment advisory and management services.
NOW, THEREFORE, the parties hereto, intending to be
legally bound, hereby agree as follows:
1. The Trust hereby appoints Adviser as Investment
Adviser for each of the portfolios ("Funds") of the Trust
which executes an exhibit to this Contract, and Adviser
accepts the appointments. Subject to the direction of the
Trustees of the Trust, Adviser shall provide investment
research and supervision of the investments of the Funds and
conduct a continuous program of investment evaluation and of
appropriate sale or other disposition and reinvestment of
each Fund's assets.
2. Adviser, in its supervision of the investments of
each of the Funds will be guided by each of the Fund's
investment objective and 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. Each Fund shall pay or cause to be paid all of its
own expenses and its allocable share of Trust 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;
expenses incurred in the distribution of its shares
("Shares"), including expenses of administrative support
services; fees and expenses of preparing and printing its
Registration Statements under the Securities Act of 1933 and
the Investment Company Act of 1940, as amended, and any
amendments thereto; expenses of registering and qualifying
the Trust, the Funds, and Shares of the Funds under federal
and state laws and regulations; expenses of preparing,
printing, and distributing prospectuses (and any amendments
thereto) to shareholders; interest expense, taxes, fees, and
commissions of every kind; expenses of issue (including cost
of Share certificates), purchase, repurchase, and redemption
of Shares, including expenses attributable to a program of
periodic issue; charges and expenses of custodians, transfer
agents, dividend disbursing agents, shareholder servicing
agents, and registrars; printing and mailing costs,
auditing, accounting, and legal expenses; reports to
shareholders and governmental officers and commissions;
expenses of meetings of Trustees and shareholders and proxy
solicitations therefor; insurance expenses; association
membership dues and such nonrecurring items as may arise,
including all losses and liabilities incurred in
administering the Trust and the Funds. Each Fund will also
pay its allocable share of such extraordinary expenses as
may arise including expenses incurred in connection with
litigation, proceedings, and claims and the legal
obligations of the Trust to indemnify its officers and
Trustees and agents with respect thereto.
4. Each of the Funds shall pay to Adviser, for all
services rendered to each Fund by Adviser hereunder, the
fees set forth in the exhibits attached hereto.
5. The net asset value of each Fund's Shares as used
herein will be calculated to the nearest 1/10th of one cent.
6. The Adviser may from time to time and for such
periods as it deems appropriate reduce its compensation
(and, if appropriate, assume expenses of one or more of the
Funds) to the extent that any Fund's expenses exceed such
lower expense limitation as the Adviser may, by notice to
the Fund, voluntarily declare to be effective.
7. This Contract shall begin for each Fund as of the
date of execution of the applicable exhibit and shall
continue in effect with respect to each Fund presently set
forth on an exhibit (and any subsequent Funds added pursuant
to an exhibit during the initial term of this Contract) for
two years from the date of this Contract set forth above and
thereafter for successive periods of one year, subject to
the provisions for termination and all of the other terms
and conditions hereof if: (a) such continuation shall be
specifically approved at least annually by the vote of a
majority of the Trustees of the Trust, including a majority
of the Trustees who are not parties to this Contract or
interested persons of any such party cast in person at a
meeting called for that purpose; and (b) Adviser shall not
have notified a Fund in writing at least sixty (60) days
prior to the anniversary date of this Contract in any year
thereafter that it does not desire such continuation with
respect to that Fund. If a Fund is added after the first
approval by the Trustees as described above, this Contract
will be effective as to that Fund upon execution of the
applicable exhibit and will continue in effect until the
next annual approval of this Contract by the Trustees and
thereafter for successive periods of one year, subject to
approval as described above.
8. Notwithstanding any provision in this Contract, it
may be terminated at any time with respect to any Fund,
without the payment of any penalty, by the Trustees of the
Trust or by a vote of the shareholders of that Fund on sixty
(60) days' written notice to Adviser.
9. 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.
10. 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 to any of the
Funds or to any shareholder for any act or omission in the
course of or connected in any way with rendering services or
for any losses that may be sustained in the purchase,
holding, or sale of any security.
11. This Contract may be amended at any time by
agreement of the parties provided that the amendment shall
be approved both by the vote of a majority of the Trustees
of the Trust, including a majority of 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, where required by Section 15(a)(2) of the Act, on
behalf of a Fund by a majority of the outstanding voting
securities of such Fund as defined in Section 2(a)(42) of
the Act.
12. Adviser is hereby expressly put on notice of
the limitation of liability as set forth in Article XI of
the Declaration of Trust and agrees that the obligations
pursuant to this Contract of a particular Fund and of the
Trust with respect to that particular Fund be limited solely
to the assets of that particular Fund, and Adviser shall not
seek satisfaction of any such obligation from any other
Fund, the shareholders of any Fund, the Trustees, officers,
employees or agents of the Trust, or any of them.
13. The Trust and the Funds are hereby expressly put
on notice of the limitation of liability as set forth in the
Declaration of Trust of the Adviser and agree 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, as amended, the Trust and
the Funds 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.
14. The parties hereto acknowledge that Federated
Investors, has reserved the right to grant the non-exclusive
use of the name "Federated" or any derivative thereof to any
other investment company, investment company portfolio,
investment adviser, distributor or other business
enterprise, and to withdraw from the Trust and one or more
of the Funds the use of the name "Federated". The name
"Federated" will continue to be used by the Trust and each
Fund so long as such use is mutually agreeable to Federated
Investors and the Trust.
15. This Contract shall be construed in accordance
with and governed by the laws of the Commonwealth of
Pennsylvania.
16. This Contract will become binding on the parties
hereto upon their execution of the attached exhibits to this
Contract.
EXHIBIT A
to the
Investment Advisory Contract
Federated Institutional Short-Term Government Fund
For all services rendered by Adviser hereunder, the
above-named Fund of the Trust shall pay to Adviser and
Adviser agrees to accept as full compensation for all
services rendered hereunder, an annual investment advisory
fee equal to .40 of 1% of the average daily net assets of
the Fund.
The portion of the fee based upon the average daily net
assets of the Fund shall be accrued daily at the rate of
1/365th of .40 of 1% applied to the daily net assets of the
Fund.
The advisory fee so accrued shall be paid to Adviser
daily.
Witness the due execution hereof this __ day of
___________, 19__.
Attest: FEDERATED MANAGEMENT
By:
Secretary Executive Vice
President
Attest: FEDERATED INSTITUTIONAL TRUST
By:
Assistant Secretary Vice
President
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Exhibit 6(i) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
Federated Institutional Trust
DISTRIBUTOR'S CONTRACT
AGREEMENT made this ____ day of __________, 19__, by
and between Federated Institutional Trust (the "Trust"), a
Massachusetts business trust, and FEDERATED SECURITIES CORP.
("FSC"), a Pennsylvania Corporation.
In consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties
hereto as follows:
1. The Trust hereby appoints FSC as its agent to
sell and distribute shares of the Trust which may be offered
in one or more series (the "Funds") consisting of one or
more classes (the "Classes") of shares (the "Shares"), as
described and set forth on one or more exhibits to this
Agreement, at the current offering price thereof as
described and set forth in the current Prospectuses of the
Trust. FSC hereby accepts such appointment and agrees to
provide such other services for the Trust, if any, and
accept such compensation from the Trust, if any, as set
forth in the applicable exhibit to this Agreement.
2. The sale of any Shares may be suspended without
prior notice whenever in the judgment of the Trust it is in
its best interest to do so.
3. Neither FSC nor any other person is authorized by
the Trust to give any information or to make any
representation relative to any Shares other than those
contained in the Registration Statement, Prospectuses, or
Statements of Additional Information ("SAIs") filed with the
Securities and Exchange Commission, as the same may be
amended from time to time, or in any supplemental
information to said Prospectuses or SAIs approved by the
Trust. FSC agrees that any other information or
representations other than those specified above which it or
any dealer or other person who purchases Shares through FSC
may make in connection with the offer or sale of Shares,
shall be made entirely without liability on the part of the
Trust. No person or dealer, other than FSC, is authorized
to act as agent for the Trust for any purpose. FSC agrees
that in offering or selling Shares as agent of the Trust, it
will, in all respects, duly conform to all applicable state
and federal laws and the rules and regulations of the
National Association of Securities Dealers, Inc., including
its Rules of Fair Practice. FSC will submit to the Trust
copies of all sales literature before using the same and
will not use such sales literature if disapproved by the
Trust.
4. This Agreement is effective with respect to each
Class as of the date of execution of the applicable exhibit
and shall continue in effect with respect to each Class
presently set forth on an exhibit and any subsequent Classes
added pursuant to an exhibit during the initial term of this
Agreement for one year from the date set forth above, and
thereafter for successive periods of one year if such
continuance is approved at least annually by the Trustees of
the Trust including a majority of the members of the Board
of Trustees of the Trust who are not interested persons of
the Trust and have no direct or indirect financial interest
in the operation of any Distribution Plan relating to the
Trust or in any related documents to such Plan
("Disinterested Trustees") cast in person at a meeting
called for that purpose. If a Class is added after the
first annual approval by the Trustees as described above,
this Agreement will be effective as to that Class upon
execution of the applicable exhibit and will continue in
effect until the next annual approval of this Agreement by
the Trustees and thereafter for successive periods of one
year, subject to approval as described above.
5. This Agreement may be terminated with regard to a
particular Fund or Class at any time, without the payment of
any penalty, by the vote of a majority of the Disinterested
Trustees or by a majority of the outstanding voting
securities of the particular Fund or Class on not more than
sixty (60) days' written notice to any other party to this
Agreement. This Agreement may be terminated with regard to
a particular Fund or Class by FSC on sixty (60) days'
written notice to the Trust.
6. This Agreement may not be assigned by FSC and
shall automatically terminate in the event of an assignment
by FSC as defined in the Investment Company Act of 1940, as
amended, provided, however, that FSC may employ such other
person, persons, corporation or corporations as it shall
determine in order to assist it in carrying out its duties
under this Agreement.
7. FSC shall not be liable to the Trust for anything
done or omitted by it, except acts or omissions involving
willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties imposed by this Agreement.
8. This Agreement may be amended at any time by
mutual agreement in writing of all the parties hereto,
provided that such amendment is approved by the Trustees of
the Trust including a majority of the Disinterested Trustees
of the Trust cast in person at a meeting called for that
purpose.
9. This Agreement shall be construed in accordance
with and governed by the laws of the Commonwealth of
Pennsylvania.
10. (a) Subject to the conditions set forth below,
the Trust agrees to indemnify and hold harmless FSC and each
person, if any, who controls FSC within the meaning of
Section 15 of the Securities Act of 1933 and Section 20 of
the Securities Act of 1934, as amended, against any and all
loss, liability, claim, damage and expense whatsoever
(including but not limited to any and all expenses
whatsoever reasonably incurred in investigating, preparing
or defending against any litigation, commenced or
threatened, or any claim whatsoever) arising out of or based
upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, any
Prospectuses or SAIs (as from time to time amended and
supplemented) or the omission or alleged omission therefrom
of a material fact required to be stated therein or
necessary to make the statements therein not misleading,
unless such statement or omission was made in reliance upon
and in conformity with written information furnished to the
Trust about FSC by or on behalf of FSC expressly for use in
the Registration Statement, any Prospectuses and SAIs or any
amendment or supplement thereof.
If any action is brought against FSC or any
controlling person thereof with respect to which indemnity
may be sought against the Trust pursuant to the foregoing
paragraph, FSC shall promptly notify the Trust in writing of
the institution of such action and the Trust shall assume
the defense of such action, including the employment of
counsel selected by the Trust and payment of expenses. FSC
or any such controlling person thereof shall have the right
to employ separate counsel in any such case, but the fees
and expenses of such counsel shall be at the expense of FSC
or such controlling person unless the employment of such
counsel shall have been authorized in writing by the Trust
in connection with the defense of such action or the Trust
shall not have employed counsel to have charge of the
defense of such action, in any of which events such fees and
expenses shall be borne by the Trust. Anything in this
paragraph to the contrary notwithstanding, the Trust shall
not be liable for any settlement of any such claim of action
effected without its written consent. The Trust agrees
promptly to notify FSC of the commencement of any litigation
or proceedings against the Trust or any of its officers or
Trustees or controlling persons in connection with the issue
and sale of Shares or in connection with the Registration
Statement, Prospectuses, or SAIs.
(b) FSC agrees to indemnify and hold
harmless the Trust, each of its Trustees, each of its
officers who have signed the Registration Statement and each
other person, if any, who controls the Trust within the
meaning of Section 15 of the Securities Act of 1933, but
only with respect to statements or omissions, if any, made
in the Registration Statement or any Prospectus, SAI, or any
amendment or supplement thereof in reliance upon, and in
conformity with, information furnished to the Trust about
FSC by or on behalf of FSC expressly for use in the
Registration Statement or any Prospectus, SAI, or any
amendment or supplement thereof. In case any action shall
be brought against the Trust or any other person so
indemnified based on the Registration Statement or any
Prospectus, SAI, or any amendment or supplement thereof, and
with respect to which indemnity may be sought against FSC,
FSC shall have the rights and duties given to the Trust, and
the Trust and each other person so indemnified shall have
the rights and duties given to FSC by the provisions of
subsection (a) above.
(c) Nothing herein contained shall be deemed
to protect any person against liability to the Trust or its
shareholders to which such person would otherwise be subject
by reason of willful misfeasance, bad faith or gross
negligence in the performance of the duties of such person
or by reason of the reckless disregard by such person of the
obligations and duties of such person under this Agreement.
(d) Insofar as indemnification for
liabilities may be permitted pursuant to Section 17 of the
Investment Company Act of 1940, as amended, for Trustees,
officers, FSC and controlling persons of the Trust by the
Trust pursuant to this Agreement, the Trust is aware of the
position of the Securities and Exchange Commission as set
forth in the Investment Company Act Release No. IC-11330.
Therefore, the Trust undertakes that in addition to
complying with the applicable provisions of this Agreement,
in the absence of a final decision on the merits by a court
or other body before which the proceeding was brought, that
an indemnification payment will not be made unless in the
absence of such a decision, a reasonable determination based
upon factual review has been made (i) by a majority vote of
a quorum of non-party Disinterested Trustees, or (ii) by
independent legal counsel in a written opinion that the
indemnitee was not liable for an act of willful misfeasance,
bad faith, gross negligence or reckless disregard of duties.
The Trust further undertakes that advancement of expenses
incurred in the defense of a proceeding (upon undertaking
for repayment unless it is ultimately determined that
indemnification is appropriate) against an officer, Trustee,
FSC or controlling person of the Trust will not be made
absent the fulfillment of at least one of the following
conditions: (i) the indemnitee provides security for his
undertaking; (ii) the Trust is insured against losses
arising by reason of any lawful advances; or (iii) a
majority of a quorum of non-party Disinterested Trustees or
independent legal counsel in a written opinion makes a
factual determination that there is reason to believe the
indemnitee will be entitled to indemnification.
11. FSC is hereby expressly put on notice of the
limitation of liability as set forth in the Declaration of
Trust and agrees that the obligations assumed by the Trust
pursuant to this Agreement shall be limited in any case to
the Trust and its assets and FSC shall not seek satisfaction
of any such obligation from the shareholders of the Trust,
the Trustees, officers, employees or agents of the Trust, or
any of them.
12. If at any time the Shares of any Fund are offered
in two or more Classes, FSC agrees to adopt compliance
standards as to when a class of shares may be sold to
particular investors.
13. This Agreement will become binding on the parties
hereto upon the execution of the attached exhibits to the
Agreement.
Exhibit A
to the
Distributor's Contract
Federated Institutional Trust
Federated Institutional Short-Term Government Fund
In consideration of the mutual covenants set forth in
the Distributor's Contract dated _______________, 19__
between Federated Institutional Trust and Federated
Securities Corp., Federated Institutional Trust executes and
delivers this Exhibit on behalf of the Fund, and with
respect to the Shares thereof, first set forth in this
Exhibit.
Witness the due execution hereof this day of ,
19__.
ATTEST: Federated Institutional Trust
By:
Secretary President
(SEAL)
ATTEST:
Federated Securities Corp.
By:
Secretary Executive Vice
President
(SEAL)
-1-
Exhibit 9 under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
FEDERATED INSTITUTIONAL TRUST
SHAREHOLDER SERVICES PLAN
This Shareholder Services Plan ("Plan") is adopted as
of this __ day of _________, 19__, by the Board of Trustees
of FEDERATED INSTITUTIONAL TRUST (the "Fund"), a
Massachusetts business trust with respect to certain classes
of shares ("Classes") of the portfolios of the Trust ("the
Portfolios") set forth in exhibits hereto.
1. This Plan is adopted to allow the Fund to make
payments as contemplated herein to obtain certain personal
services for shareholders and/or the maintenance of
shareholder accounts ("Services").
2. This Plan is designed to compensate broker/dealers
and other participating financial institutions and other
persons ("Providers") for providing services to the Fund and
its shareholders. The Plan will be administered by
Federated Administrative Services, Inc. ("FAS"). In
compensation for the services provided pursuant to this
Plan, Providers will be paid a monthly fee computed at the
annual rate not to exceed .25 of 1% of the average aggregate
net asset value of the shares of the Fund held during the
month.
3. Any payments made by the Portfolios to any
Provider pursuant to this Plan will be made pursuant to the
"Shareholder Services Agreement" entered into by FAS on
behalf of the Fund and the Provider. Providers which have
previously entered into "Administrative Agreements" or "Rule
12b-1 Agreements" with Federated Securities Corp. may be
compensated under this Plan for Services performed pursuant
to those Agreements until the Providers have executed a
"Shareholder Services Agreement" hereunder.
4. The Fund has the right (i) to select, in its sole
discretion, the Providers to participate in the Plan and
(ii) to terminate without cause and in its sole discretion
any Shareholder Services Agreement.
5. Quarterly in each year that this Plan remains in
effect, FAS shall prepare and furnish to the Board of
Trustees of the Fund, and the Board of Trustees shall
review, a written report of the amounts expended under the
Plan.
6. This Plan shall become effective (i) after
approval by majority votes of: (a) the Fund's Board of
Trustees; and (b) the members of the Board of the Trust who
are not interested persons of the Trust and have no direct
or indirect financial interest in the operation of the
Trust's Plan or in any related documents to the Plan
("Disinterested Trustees"), cast in person at a meeting
called for the purpose of voting on the Plan; and (ii) upon
execution of an exhibit adopting this Plan.
7. This Plan shall remain in effect with respect to
each Class presently set forth on an exhibit and any
subsequent Classes added pursuant to an exhibit during the
initial year of this Plan for the period of one year from
the date set forth above and may be continued thereafter if
this Plan is approved with respect to each Class at least
annually by a majority of the Trust's Board of Trustees and
a majority of the Disinterested Trustees, cast in person at
a meeting called for the purpose of voting on such Plan. If
this Plan is adopted with respect to a class after the first
annual approval by the Trustees as described above, this
Plan will be effective as to that Class upon execution of
the applicable exhibit pursuant to the provisions of
paragraph 6(ii) above and will continue in effect until the
next annual approval of this Plan by the Trustees and
thereafter for successive periods of one year subject to
approval as described above.
8. All material amendments to this Plan must be
approved by a vote of the Board of Trustees of the Fund and
of the Disinterested Trustees, cast in person at a meeting
called for the purpose of voting on it.
9. This Plan may be terminated at any time by: (a) a
majority vote of the Disinterested Trustees; or (b) a vote
of a majority of the outstanding voting securities of the
Fund as defined in Section 2(a)(42) of the Act.
10. While this Plan shall be in effect, the selection
and nomination of Disinterested Trustees of the Fund shall
be committed to the discretion of the Disinterested Trustees
then in office.
11. All agreements with any person relating to the
implementation of this Plan shall be in writing and any
agreement related to this Plan shall be subject to
termination, without penalty, pursuant to the provisions of
Paragraph 9 herein.
12. This Plan shall be construed in accordance with
and governed by the laws of the Commonwealth of
Pennsylvania.
Witness the due execution hereof this day of
, 1994.
FEDERATED INSTITUTIONAL TRUST
By:
President
EXHIBIT A
to the
Plan
FEDERATED INSTITUTIONAL TRUST
Federated Institutional Short-Term Government Fund
This Plan is adopted by FEDERATED INSTITUTIONAL TRUST
with respect to the Shares of the Trust set forth above.
In compensation for the services provided pursuant to
this Plan, Providers will be paid a monthly fee computed at
the annual rate of .25 of 1% of the average aggregate net
asset value of the Shares of Federated Institutional Short-
Term Government Fund held during the month.
Witness the due execution hereof this ____ day of
________, 19__.
FEDERATED INSTITUTIONAL TRUST
By:
President
Exhibit 17 under Form N-1A
Exhibit 24 under Item 601/Reg. S-K
POWER OF ATTORNEY
Each person whose signature appears below hereby
constitutes and appoints the Secretary and Assistant
Secretary of Federated Institutional Trust 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 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
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/ J. Christopher Donahue President,
Treasurer 6/9/94
J. Christopher Donahue and Trustee
(Chief Financial Officer)
/s/ Frank Polefrone Trustee 6/9/94
Frank Polefrone
/s/ Byron F. Bowman Trustee 6/9/94
Byron F. Bowman
Sworn to and subscribed before me this 9th day of June,
1994.
/s/ Elaine T. Polens
Notary Public
