1933 Act File No. 33-
54445
1940 Act File No. 811-
7193
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
X
Pre-Effective Amendment No.
Post-Effective Amendment No. 1 X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF
1940 X
Amendment No. 2 X
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, Esquire,
Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b)
X on September 30, 1995 pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a) (i)
on pursuant to paragraph (a) (i)
75 days after filing pursuant to paragraph (a)(ii)
on _________________ pursuant to paragraph (a)(ii) of
Rule 485.
If appropriate, check the following box:
This post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
Registrant has filed with the Securities and Exchange
Commission a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940, and:
_____ filed the Notice required by that Rule on
_________________; or
intends to file the Notice required by that Rule on or
about ____________; or
X during the most recent fiscal year did not sell any
securities pursuant to Rule 24f-2 under the Investment
Company Act of 1940, and, pursuant to Rule 24f-2(b)(2),
need not file the Notice.
Copies to: Matthew G. Maloney, Esquire
Dickstein, Shapiro & Morin, L.L.P.
2101 L Street, N.W.
Washington, D.C. 20037
CROSS-REFERENCE SHEET
This Amendment to the Registration Statement of
Federated Institutional Trust, which is comprised 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.
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)
Federated Institutional 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; Fund
Administration; Transfer Agent
and Dividend Disbursing Agent;
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)
Filed in Part A.
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 September
30, 1995, with the Securities and Exchange Commission. The
information contained
in the Statement of Additional Information is incorporated
by reference into
this prospectus. You may request a copy of the Statement of
Additional
Information, which is in paper form only, or a paper copy of
this prospectus, if
you have received your prospectus electronically, 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 September 30, 1995
TABLE OF CONTENTS
------------------------------------------------------------
--------------------
SUMMARY OF FUND EXPENSES
1
------------------------------------------------------
GENERAL INFORMATION
2
------------------------------------------------------
INVESTMENT INFORMATION
2
------------------------------------------------------
Investment Objective
2
Investment Policies
2
Portfolio Turnover
4
Investment Limitations
4
TRUST INFORMATION
4
------------------------------------------------------
Management of the Trust
4
Distribution of Fund Shares
5
Administration of the Fund
5
NET ASSET VALUE
6
------------------------------------------------------
INVESTING IN THE FUND
7
------------------------------------------------------
Share Purchases
7
Minimum Investment Required
7
What Shares Cost
7
Subaccounting Services
8
Certificates and Confirmations
8
Dividends
8
Capital Gains
8
REDEEMING SHARES
8
------------------------------------------------------
Telephone Redemption
8
Written Requests
9
Accounts With Low Balances
9
SHAREHOLDER INFORMATION
10
------------------------------------------------------
Voting Rights
10
Massachusetts Partnership Law
10
TAX INFORMATION
10
------------------------------------------------------
Federal Income Tax
10
Pennsylvania Corporate and Personal
Property Taxes
11
PERFORMANCE INFORMATION
11
------------------------------------------------------
FINANCIAL STATEMENTS
12
------------------------------------------------------
REPORT OF ERNST & YOUNG LLP,
INDEPENDENT AUDITORS
13
------------------------------------------------------
ADDRESSES
14
------------------------------------------------------
SUMMARY OF FUND EXPENSES
------------------------------------------------------------
--------------------
<TABLE>
<S>
<C> <C>
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
<CAPTION>
ANNUAL FUND
OPERATING EXPENSES
(As a percentage of
projected average net assets)*
<S>
<C> <C>
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%
</TABLE>
---------
(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
(2) The Fund has no present intention of paying or accruing
the shareholder
services fee during the fiscal year ending July 31,
1996. 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
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 Fund operating expenses are estimated based on
average expenses
expected to be incurred during the period ending July
31, 1996. 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" and "Investing in the
Fund". Wire-transferred
redemptions of less than $5,000 may be subject to additional
fees.
<TABLE>
<CAPTION>
EXAMPLE
1 year 3 years
<S>
<C> <C>
You would pay the following expenses on a $1,000 investment
assuming (1) 5% annual return and
(2) redemption at the end of each time
period................................................
$5 $14
</TABLE>
THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN
THOSE SHOWN. THIS
EXAMPLE IS BASED ON ESTIMATED DATA FOR THE FUND'S FISCAL
YEAR ENDING JULY 31,
1996.
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 with remaining maturities of 3-1/2 years or less.
The prices of fixed
income securities fluctuate inversely to the direction of
interest rates.
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, Tennessee
Valley Authority,
Export-Import Bank of the United States, Student Loan
Marketing
Association, or Federal Home Loan Mortgage
Corporation.
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. The U.S. government securities in
which the Fund invests
may be purchased pursuant to repurchase agreements.
Repurchase agreements are
arrangements in which banks, broker/ dealers, and other
recognized financial
institutions sell U.S. government securities to the Fund and
agree at the time
of sale to repurchase them at a mutually agreed upon time
and price.
LENDING OF PORTFOLIO SECURITIES. In order to generate
additional income, the
Fund may lend its portfolio securities on a short-term or
long-term basis up to
one-third of the value of its total assets to
broker/dealers, banks, or other
institutional borrowers of securities. The Fund will only
enter into loan
arrangements with broker/dealers, banks, or other
institutions which the adviser
has determined are creditworthy under guidelines established
by the Fund's
Trustees and will receive collateral equal to at least 100%
of the value of the
securities loaned. There is the risk that when lending
portfolio securities, the
securities may not be available to the Fund on a timely
basis and the Fund may,
therefore, lose the opportunity to sell the securities at a
desirable price. In
addition, in the event that a borrower of securities would
file for bankruptcy
or become insolvent, disposition of the securities may be
delayed pending court
action.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS. The Fund may
purchase securities
on a when-issued or delayed delivery basis. These
transactions are arrangements
in which the Fund purchases securities with payment and
delivery scheduled for a
future time. The seller's failure to complete these
transactions may cause the
Fund to miss a price or yield considered to be advantageous.
Settlement dates
may be a month or more after entering into these
transactions, and the market
values of the securities purchased may vary from the
purchase prices.
Accordingly, the Fund may pay more/less than the market
value of the securities
on the settlement date.
The Fund may dispose of a commitment prior to settlement if
the adviser deems it
appropriate to do so. In addition, the Fund may enter in
transactions to sell
its purchase commitments to third parties at current market
values and
simultaneously acquire other commitments to purchase similar
securities at later
dates. The Fund may realize short-term profits or losses
upon the sale of such
commitments.
INVESTING IN OTHER INVESTMENT COMPANIES. The Fund may
invest up to 10% of its
assets in securities of other investment companies. It
should be noted that
investment companies incur certain expenses, such as
management fees, and,
therefore, any investment by the Fund in shares of other
investment companies
would be subject to such duplicate expenses.
PORTFOLIO 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.
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 change
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.
Both the Trust and the adviser have adopted strict codes of
ethics governing the
conduct of all employees who manage the Fund and its
portfolio securities. These
codes recognize that such persons owe a fiduciary duty to
the Fund's
shareholders and must place the interests of shareholders
ahead of the
employees' own interest. Among other things, the codes:
require preclearance and
periodic reporting of personal securities transactions;
prohibit personal
transactions in securities being purchased or sold, or being
considered for
purchase or sale, by the Fund; prohibit purchasing
securities in initial public
offerings; and prohibit taking profits on securities held
for less than sixty
days. Violations of the codes are subject to review by the
Board of Trustees,
and could result in severe penalties.
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. With over $72 billion invested across
more than 260 funds
under management and/or administration by its subsidiaries,
as of Decem-
ber 31, 1994, Federated Investors is one of the largest
mutual fund investment
managers in the United States. With more than 1,750
employees, Federated
continues to be led by the management who founded the
company in 1955. Federated
funds are presently at work in and through 4,000 financial
institutions
nationwide. More than 100,000 investment professionals have
selected Federated
funds for their clients.
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. Ms. Nason is
a Chartered
Financial Analyst and received her M.B.A. in Finance from
Carnegie Mellon
University.
Joseph M. Balestrino has been the Fund's portfolio manager
since August 1995.
Mr. Balestrino joined Federated Investors in 1986 and has
been a Vice President
of the Fund's investment adviser since 1995. Mr. Balestrino
served as an
Investment Analyst of the investment adviser from 1989 until
1991, and from 1986
until 1989 he acted as Project Manager in the Product
Development Department.
Mr. Balestrino is a Chartered Financial Analyst and received
his Master's Degree
in Urban and Regional Planning from the University of
Pittsburgh.
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:
<TABLE>
<CAPTION>
MAXIMUM AVERAGE AGGREGATE DAILY NET
ADMINISTRATIVE FEE ASSETS OF THE FEDERATED FUNDS
<S> <C>
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
</TABLE>
The administrative fee received during any fiscal year shall
be at least
$125,000 per portfolio and $30,000 per each additional class
of shares.
Federated Administrative Services may choose voluntarily to
waive a portion of
its fee.
SHAREHOLDER SERVICES. The Trust has entered into a
Shareholder Services
Agreement with Federated Shareholder Services, a subsidiary
of Federated
Investors, under which the Trust may make payments up to
0.25 of 1% of the
average daily net asset value of the Fund, computed at an
annual rate, to obtain
certain personal services for shareholders and provide the
maintenance of
shareholder accounts ("shareholder services"). From time to
time and for such
periods as deemed appropriate, the amount stated above may
be reduced
voluntarily. Under the Shareholder Services Agreement,
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.
INDEPENDENT AUDITORS. The independent auditors for the Fund
are Ernst & Young
LLP, 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.
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: Federated Services Company, c/o 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, P.O.
Box 8600, Boston, Massachusetts 02266-8600. 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 as of the close of trading
(normally 4:00
p.m., Eastern time) on the New York Stock Exchange, Monday
through Friday,
except on: (i) days on which there are not sufficient
changes in the value of
the Fund's portfolio securities that its net asset value
might be materially
affected; (ii) days during which no shares are tendered for
redemption and no
orders to purchase shares are received; or (iii) the
following holidays: New
Year's Day, President's 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. As of September 6, 1995, Federated
Management, Pittsburgh,
Pennsylvania, owned 99.84% of the voting securities of the
Fund, and, therefore,
may, for certain purposes, be deemed to control the Fund and
be able to affect
the outcome of certain matters presented for a vote of
shareholders.
Trustees may be removed by the 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, advertisements for the Fund may refer to
ratings, rankings,
and other information in certain financial publications
and/or compare the
Fund's performance to certain indices.
FEDERATED INSTITUTIONAL SHORT-TERM GOVERNMENT FUND
(A PORTFOLIO OF FEDERATED INSTITUTIONAL TRUST)
STATEMENT OF ASSETS AND LIABILITIES
JULY 31, 1995
------------------------------------------------------------
--------------------
<TABLE>
<S>
<C> <C>
ASSETS:
------------------------------------------------------------
------------------------------------------
Total investments in securities, at amortized cost and value
$109,982
------------------------------------------------------------
------------------------------------------
Cash
3,092
------------------------------------------------------------
------------------------------------------
Income receivable
18
------------------------------------------------------------
------------------------------------------ ----------
Total assets
113,092
------------------------------------------------------------
------------------------------------------
LIABILITIES:
------------------------------------------------------------
-------------------------------
Income distribution payable
$471
------------------------------------------------------------
-------------------------------
Accrued expenses
12,466
------------------------------------------------------------
------------------------------- ---------
Total liabilities
12,937
------------------------------------------------------------
------------------------------------------ ----------
Net Assets for 10,016 shares outstanding
$100,155
------------------------------------------------------------
------------------------------------------ ----------
NET ASSETS CONSIST OF:
------------------------------------------------------------
------------------------------------------
Paid in capital
$100,155
------------------------------------------------------------
------------------------------------------ ----------
Total Net Assets
$100,155
------------------------------------------------------------
------------------------------------------ ----------
NET ASSET VALUE, Offering Price and Redemption Proceeds Per
Share:
($100,155 / 10,016 shares outstanding)
$10.00
------------------------------------------------------------
------------------------------------------ ----------
</TABLE>
Notes:
(1) Federated Institutional Trust (the "Trust") was
established as a
Massachusetts business trust under a Declaration of
Trust dated June 9,
1994, and has no operations since that date other than
those relating to
organizational matters, including the issuance on
August 25, 1994 of 15
shares of the Federated Institutional Short-Term
Government Fund (the
"Fund") at $10.00 per share to Federated Administrative
Services, the
Administrator to the Fund. For the period from August
15, 1994 (start of
business) to July 31, 1995 net investment income was
distributed in cash or
in reinvested shares to the Fund's Administrator.
Organizational expenses
and start-up administrative services expenses incurred
by the Fund,
estimated at $33,100 and $31,250, respectively, were
borne initially by the
Administrator. The Fund has agreed to reimburse the
Administrator for the
organizational expenses and start-up administrative
expenses during the
five year period following September 13, 1994 (date the
Fund became
effective.)
(2) Reference is made to "Management of the Trust,"
"Administration of the
Fund," and "Tax Information," in this Prospectus for a
description of the
investment advisory fee, administration and other
services and other
federal tax aspects of the Fund.
REPORT OF ERNST & YOUNG LLP,
INDEPENDENT AUDITORS
------------------------------------------------------------
--------------------
To the Board of Trustees and Shareholders of
Federated Institutional Trust:
We have audited the accompanying statement of assets and
liabilities of
Federated Institutional Short-Term Government Fund as of
July 31, 1995. This
statement of assets and liabilities is the responsibility of
the Fund's
management. Our responsibility is to express an opinion on
this statement of
assets and liabilities based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards.
Those standards require that we plan and perform the audit
to obtain reasonable
assurance about whether the statement of assets and
liabilities is free of
material misstatement. An audit includes examining, on a
test basis, evidence
supporting the amounts and disclosures in the statement of
assets and
liabilities. An audit also includes assessing the accounting
principles used and
significant estimates made by management, as well as
evaluating the overall
statement of assets and liabilities presentation. We believe
that our audit
provides a reasonable basis for our opinion.
In our opinion, the statement of assets and liabilities
presents fairly, in all
material respects, the net assets of the Federated
Institutional Short-Term
Government Fund as of July 31, 1995 in conformity with
generally accepted
accounting principles.
ERNST & YOUNG LLP
Pittsburgh, Pennsylvania
September 7, 1995
ADDRESSES
------------------------------------------------------------
--------------------
<TABLE>
<S> <C>
<C>
Federated Institutional Short-Term
Federated Investors Tower
Government Fund
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 8600
Trust Company
Boston, Massachusetts 02266-8600
------------------------------------------------------------
---------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
Federated Services Company
P.O. Box 8600
Boston, Massachusetts 02266-8600
------------------------------------------------------------
---------------------------------------------------------
Independent Auditors
Ernst & Young LLP
One Oxford Centre
Pittsburgh, Pennsylvania 15219
------------------------------------------------------------
---------------------------------------------------------
</TABLE>
FEDERATED INSTITUTIONAL
SHORT-TERM
GOVERNMENT FUND
PROSPECTUS
A Diversified Portfolio of
Federated Institutional Trust
An Open-End, Diversified
Management Investment Company
Prospectus dated September 30, 1995
Cusip 31420B102
G00352-01 (9/95)
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 September
^ 30, 1995. 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 September ^ 30, 1995
FEDERATED SECURITIES
CORP.
Distributor
A subsidiary of FEDERATED
INVESTORS
^
Table of Contents Shareholder Services Agreement
General Information About the 10
Fund 1 Brokerage Transactions 11
Investment Objective and Policies1 Purchasing Shares 11
Types of Investments 1 Conversion to Federal Funds 11
Reverse Repurchase Agreements 1 Determining Net Asset Value 11
When-Issued and Delayed Determining Market Value of
Delivery Transactions 1 Securities 11
Repurchase Agreements 1 Redeeming Shares 12
Portfolio Turnover 1 Redemption in Kind 12
Investment Limitations 2 Tax Status 12
Federated Institutional Trust The Fund's Tax Status 12
Management 4 Shareholders' Tax Status 12
Fund Ownership 8 Total Return 13
Trustees Compensation 9 Yield 13
Trustee Liability 9 Performance Comparisons 13
Investment Advisory Services 9 Duration 14
Adviser to the Fund 9 About Federated Investors 14
Advisory Fees 10
Other Related Services 10
Fund Administration 10
Transfer Agent and Dividend
Disbursing Agent 10
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 with
remaining maturities of 3-1/2 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 made to secure what is considered to
be an advantageous price or yield for the Fund. ^ No
fees or other expenses, other than normal transaction costs,
are incurred. However, liquid assets of the Fund sufficient
to make payment for the securities to be purchased are
segregated on the ^ Fund's records at the trade
date. These assets are marked to market daily and are
maintained until the transaction has been settled. The Fund
does not intend to engage in when-issued and delayed
delivery transactions to an extent that would cause the
segregation of more than 20% of the total value of its
^ assets.
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.
Portfolio Turnover
The Fund will not attempt to set or meet a portfolio
turnover rate since any turnover would be incidental to
transactions undertaken in an attempt to achieve the Fund's
investment objective. The portfolio turnover rate for the
period from August 15, 1994, (start of business) to July 31,
1995, was 0%.
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.
Concentration of Investments
The Fund will not invest 25% or more of the value of
its total assets in any one industry. However,
investing in U.S. government obligations shall not be
considered investments in any one industry.
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.
Investing in Securities of Other Investment Companies
The Fund will not own more than 3% of the total
outstanding stock of any investment company; will not
invest more than 5% of its total assets in any one
investment company, or invest more than 10% of its
total assets in investment companies in general. The
Fund will purchase securities of closed-end investment
companies only in open market transactions involving
only customary broker's commissions. However, these
limitations are not applicable if the securities are
acquired in a merger, consolidation, or acquisition of
assets. While it is the Fund's policy to waive its
investment advisory fees on assets invested in
securities of other open-end investment companies, it
should be noted that investment companies incur certain
expenses, such as management fees, and, therefore, any
investment by a fund in shares of another investment
company would be subject to such duplicate expenses.
The Fund will invest ^ in other investment
companies primarily for the purpose of investing its
short-term cash on a temporary basis. The adviser will
waive its ^ investment advisory fee on
assets invested in securities of open-end investment
companies.
The Fund does not expect to borrow money or invest in
reverse repurchase agreements 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."
Federated Institutional Trust Management
Officers and Trustees are listed with their addresses,
present positions with Federated Institutional Trust, and
principal occupations.
^
John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
Birthdate: July 28, 1924
Chairman and Trustee
Chairman and Trustee, Federated Investors, Federated
Advisers, Federated Management, and Federated Research;
Chairman and Director, Federated Research Corp. and
Federated Global Research Corp.; Chairman, Passport
Research, Ltd.; Chief Executive Officer and Director,
Trustee, or Managing General Partner of the Funds. Mr.
Donahue is the father of J. Christopher Donahue, Executive
Vice President of the Trust.
Thomas G. Bigley
28th Floor, One Oxford Centre
Pittsburgh, PA
Birthdate: February 3, 1934
Trustee
Director, Oberg Manufacturing Co.; Chairman of the Board,
Children's Hospital of Pittsburgh; Director, Trustee, or
Managing General Partner of the Funds; formerly, Senior
Partner, Ernst & Young LLP.
John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
Birthdate: June 23, 1937
Trustee
President, Investment Properties Corporation; Senior Vice-
President, John R. Wood and Associates, Inc., Realtors;
President, Northgate Village Development Corporation;
Partner or Trustee in private real estate ventures in
Southwest Florida; Director, Trustee, or Managing General
Partner of the Funds; formerly, President, Naples Property
Management, Inc.
William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA
Birthdate: July 4, 1918
Trustee
Director and Member of the Executive Committee, Michael
Baker, Inc.; Director, Trustee, or Managing General Partner
of the Funds; formerly, Vice Chairman and Director, PNC
Bank, N.A., and PNC Bank Corp. and Director, Ryan Homes,
Inc.
James E. Dowd
571 Hayward Mill Road
Concord, MA
Birthdate: May 18, 1922
Trustee
Attorney-at-law; Director, The Emerging Germany Fund, Inc.;
Director, Trustee, or Managing General Partner of the Funds.
Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate: October 11, 1932
Trustee
Professor of Medicine and Member, Board of Trustees,
University of Pittsburgh; Medical Director, University of
Pittsburgh Medical Center - Downtown; Member, Board of
Directors, University of Pittsburgh Medical Center;
formerly, Hematologist, Oncologist, and Internist,
Presbyterian and Montefiore Hospitals; Director, Trustee, or
Managing General Partner of the Funds.
Edward L. Flaherty, Jr.@
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate: June 18, 1924
Trustee
Attorney-at-law; Shareholder, Henny, Kochuba, Meyer and
Flaherty; Director, Eat'N Park Restaurants, Inc., and
Statewide Settlement Agency, Inc.; Director, Trustee, or
Managing General Partner of the Funds; formerly, Counsel,
Horizon Financial, F.A., Western Region.
Peter E. Madden
70 Westcliff Road
Westin, MA
Birthdate: March 16, 1942
Trustee
Consultant; State Representative, Commonwealth of
Massachusetts; Director, Trustee, or Managing General
Partner of the Funds; formerly, President, State Street Bank
and Trust Company and State Street Boston Corporation.
Gregor F. Meyer
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate: October 6, 1926
Trustee
Attorney-at-law; Shareholder, Henny, Kochuba, Meyer and
Flaherty; Chairman, Meritcare, Inc.; Director, Eat'N Park
Restaurants, Inc.; Director, Trustee, or Managing General
Partner of the Funds.
John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate: December 20, 1932
Trustee
President, Law Professor, Duquesne University; Consulting
Partner, Mollica, Murray and Hogue; Director, Trustee or
Managing General Partner of the Funds.
Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate: September 14, 1925
Trustee
Professor, International Politics and Management Consultant;
Trustee, Carnegie Endowment for International Peace, RAND
Corporation, Online Computer Library Center, Inc., and U.S.
Space Foundation; Chairman, Czecho Management Center;
Director, Trustee, or Managing General Partner of the Funds;
President Emeritus, University of Pittsburgh; founding
Chairman, National Advisory Council for Environmental Policy
and Technology and Federal Emergency Management Advisory
Board.
Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate: June 21, 1935
Trustee
Public relations/marketing consultant; Conference
Coordinator, Non-profit entities; Director, Trustee, or
Managing General Partner of the Funds.
Glen R. Johnson
Federated Investors Tower
Pittsburgh, PA
Birthdate: May 2, 1929
President
Trustee, Federated Investors; President and/or Trustee of
some of the Funds; staff member, Federated Securities Corp.
and Federated Administrative Services.
J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate: April 11, 1949
Executive Vice President
President and Trustee, Federated Investors, Federated
Advisers, Federated Management, and Federated Research;
President and Director, Federated Research Corp. and
Federated Global Research Corp.; President, Passport
Research, Ltd.; Trustee, Federated Administrative Services,
Federated Services Company, and Federated Shareholder
Services; President or Vice President of the Funds;
Director, Trustee, or Managing General Partner of some of
the Funds. Mr. Donahue is the son of John F. Donahue,
Chairman and Trustee of the Trust.
Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate: May 17, 1923
Vice President
Executive Vice President and Trustee, Federated Investors;
Chairman and Director, Federated Securities Corp.; President
or Vice President of some of the Funds; Director or Trustee
of some of the Funds.
Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 22, 1930
Vice President and Treasurer
Vice Chairman, Treasurer, and Trustee, Federated Investors;
Vice President, Federated Advisers, Federated Management,
Federated Research, Federated Research Corp., Federated
Global Research Corp. and Passport Research, Ltd.; Executive
Vice President and Director, Federated Securities Corp.;
Trustee, Federated Services Company; Chairman, Treasurer,
and Trustee, Federated Administrative Services; Trustee or
Director of some of the Funds; Executive Vice President and
Treasurer of the Funds.
David M. Taylor *
Federated Investors Tower
Pittsburgh, PA
Birthdate: January 13, 1947
Treasurer
Senior Vice President, Controller, and Trustee, Federated
Investors; Controller, Federated Advisers, Federated
Management, Federated Research, Federated Research Corp.,
and Passport Research, Ltd.; Vice President, Federated
Shareholder Services; Senior Vice President, Federated
Administrative Services; Treasurer of some of the Funds.
John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 26, 1938
Executive Vice President and Secretary
Executive Vice President, Secretary, General Counsel, and
Trustee, Federated Investors; Trustee, Federated Advisers,
Federated Management, and Federated Research; Director,
Federated Research Corp. and Federated Global Research Corp.
; Trustee, Federated Services Company; Executive Vice
President, Secretary, and Trustee, Federated Administrative
Services; President and Trustee, Federated Shareholder
Services; Director, Federated Securities Corp.; Executive
Vice President and Secretary of the Funds.
^ * This Trustee is deemed to be an
"interested person" as defined in the Investment
Company Act of 1940, as amended.
^ @ Member of the Executive Committee. The
Executive Committee of the Board of Trustees handles
the responsibilities of the Board of Trustees between
meetings of the Board.
^
As used in the table above, "The Funds" and "Funds" mean
the following investment companies: American Leaders
Fund, Inc.; Annuity Management Series; ^ Arrow
Funds; Automated Government Money ^ 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 ^ Master Trust; Federated Municipal
Trust; Federated ^ Short-Term Municipal Trust;
Federated Short-Term U.S. Government Trust; Federated Stock
Trust; Federated Tax-Free Trust; Federated Total Return
Series, Inc.; Federated U.S. Government Bond Fund;
Federated U.S. Government Securities Fund: 1-3 Years;
Federated U.S, Government Secuities Fund: 3-5 Years;
First Priority Funds; Fixed Income Securities, Inc.;
Fortress Adjustable Rate U.S. Government Fund, Inc.;
Fortress Municipal Income Fund, Inc.; Fortress Utility Fund,
Inc.; Fund for U.S. Government Securities, Inc.; Government
Income Securities, Inc.; High Yield Cash
^ Trust;; Insurance Management Series;
Intermediate Municipal Trust; 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; ^ Money Market
Management, Inc.; Money Market Obligations Trust; Money
Market Trust; Municipal Securities Income Trust;
^ Newpoint Funds; 111 Corcoran Funds; Peachtree
Funds; The Planters Funds; ^ RIMCO Monument Funds; The
Shawmut 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; The Virtus Funds; World Investment
Series, Inc.
Fund Ownership
Officers and Trustees own less than 1% of the Fund's
outstanding shares.
As of September 6, 1995, the following shareholder of
record owned 5% or more of the outstanding shares of the
Fund: Federated Management, Pittsburgh, Pennsylvania, owned
approximately 10,000 shares (99.84%).
Trustees Compensation
AGGREGATE
NAME , COMPENSATION
POSITION WITH FROM TOTAL COMPENSATION PAID
TRUST TRUST*# FROM FUND COMPLEX +
John F. Donahue $ -0- $-0- for the Trust and
Trustee and Chairman 68 other investment companies in the
Fund Complex
Thomas G. Bigley $270 $20,688 for the Trust and
Trustee 49 other investment companies in the Fund
Complex
John T. Conroy, Jr. $275 $117,202 for the Trust and
Trustee 64 other investment companies in the Fund
Complex
William J. Copeland $275 $117,202 for the Trust and
Trustee 64 other investment companies in the Fund
Complex
James E. Dowd $275 $117,202 for the Trust and
Trustee 64 other investment companies in the Fund
Complex
Lawrence D. Ellis, M.D. $270 $106,460 for the Trust and
Trustee 64 other investment companies in the Fund
Complex
Edward L. Flaherty, Jr. $275 $117,202 for the Trust and
Trustee 64 other investment companies in the Fund
Complex
Peter E. Madden $270 $90,563 for the Trust and
Trustee 64 other investment companies in the Fund
Complex
Gregor F. Meyer $270 $106,460 for the Trust and
Trustee 64 other investment companies in the Fund
Complex
John E. Murray, Jr. $270 $-0- for the Trust and
Trustee 64 other investment companies in the Fund
Complex
Wesley W. Posvar $270 $106,460 for the Trust and
Trustee 64 other investment companies in the Fund
Complex
Marjorie P. Smuts $270 $106,460 for the Trust and
Trustee 64 other investment companies in the Fund
Complex
*Information is furnished for the fiscal year ended July 31,
1995.
#The aggregate compensation is provided for the Trust which
is comprised of 1 portfolio.
+The information is provided for the last calendar year.
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 voting securities of Federated Investors are owned by
a trust, the trustees of which are John F. Donahue, his
wife, and his son, J. Christopher Donahue.
The adviser shall not be liable to 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. For the period from August 15, 1994, (start
of business) to July 31, 1995, the adviser earned $0.
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.
^
Fund Administration
Federated Administrative Services, a subsidiary of Federated
Investors, provides administrative personnel and services to
the ^ Fund for a fee as described in the
prospectus. For the period from August 15, 1994, (start
of business) to July 31, 1995, Federated Administrative
Services earned $0. Dr. Henry J. Gailliot, an officer of
the adviser to the ^ Fund, holds approximately
20% of the outstanding common stock and serves as a director
of Commercial Data Services, Inc., a company which provides
computer processing services to Federated Administrative
Services.
Transfer Agent and Dividend Disbursing Agent
Federated Services Company serves as transfer agent and
dividend disbursing agent for the Fund. The fee is based on
the size, type and number of accounts and transactions made
by shareholders.
Federated Services Company also maintains the Trust's
accounting records. The fee is based on the level of the
Fund's average net assets for the period plus out-of-pocket
expenses.
Shareholder Services ^ Agreement
This arrangement permits the payment of fees to Federated
Shareholder Services ^ and financial
institutions to cause services to be provided which are
necessary for the maintenence of shareholder accounts and to
encourage personal services to shareholders by a
representative who has knowledge of the shareholder's
particular circumstances and goals. These activities and
services may include, but are not limited to, providing
office space, equipment, telephone facilities, and various
clerical, supervisory, computer, and other personnel as
necessary or beneficial to establish and maintain
shareholder accounts and records; processing purchase and
redemption transactions and automatic investments of client
account cash balances; answering routine client inquiries;
and assisting clients in changing dividend options, account
designations, and addresses. By adopting the Shareholder
Services Agreement, the Board of Trustees expects that the
Fund will benefit by: (1) providing personal services to
shareholders; (2) investing shareholder assets with a
minimum of delay and administrative detail; (3) enhancing
shareholder recordkeeping systems; and (4) responding
promptly to shareholders' requests and inquiries concerning
their accounts.
For the period from August 15, 1994, (start of business)
to July 31, 1995, the Fund did not pay shareholder services
fees.
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. During the
period from August 15, 1994, (start of business) to July 31,
1995, the Trust paid $0 in brokerage commissions.
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 the transfer agent does not
charge for telephone redemptions, the transfer
agent's bank 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 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 Fund's cumulative total return from August 15, 1994,
(start of business) to July 31, 1995, was 0%.
Cumulative total return reflects the Fund's total
performance over a specific period of time. The Fund's
cumulative total return is representative of only eleven
months of fund activity.
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 Fund's yield for the thirty-day period ended July 31,
1995, was 0%.
The yield for the Fund is determined by dividing the net
investment income per share (as defined by the Securities
and Exchange Commission) earned by the Fund over a thirty-
day period by the maximum offering price per share of the
Fund on the last day of the period. This value is then
annualized using semi-annual compounding. This means that
the amount of income generated during the thirty-day period
is assumed to be generated each month over a twelve-month
period and is reinvested every six months. The yield does
not necessarily reflect income actually earned by the Fund
because of certain adjustments required by the Securities
and Exchange Commission and, therefore, may not correlate to
the dividends or other distributions paid to shareholders.
To the extent that financial institutions and broker/dealers
charge fees in connection with services provided in
conjunction with an investment in the Fund, performance will
be reduced for those shareholders paying those fees.
Performance Comparisons
The performance of the Fund depends upon such variables as:
- portfolio quality;
- average portfolio maturity;
- type of instruments in which the portfolio is invested
- changes in interest rates and market value of portfolio
securities;
- changes in the Fund's expenses; and
- various other factors.
The Fund's performance fluctuates on a daily basis largely
because net earnings and 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
"short-term U.S. government funds"
category in advertising and sales literature.
- Merrill Lynch 2-Year Treasury 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 present 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.
About Federated Investors
Federated is dedicated to meeting investor needs which is
reflected in its investment decision making--structured,
straightforward, and consistent. This has resulted in a
history of competitive performance with a range of
competitive investment products that have gained the
confidence of thousands of clients and their customers.
The company's disciplined security selection process is
firmly rooted in sound methodologies backed by fundamental
and technical research. Investment decisions are made and
executed by teams of portfolio managers, analysts, and
traders dedicated to specific market sectors.
In the government sector, as of December 31, 1994,
Federated managed 9 mortgage-backed, 4 government/agency
and 17 government money market mutual funds, with assets
approximating $8.5 billion, $1.6 billion and $17 billion,
respectively. Federated trades approximately $300 million
in U.S. government and mortgage-backed securities daily
and places approximately $13 billion in repurchase
agreements each day. Federated introduced the first U.S.
government fund to invest in U.S. government bond
securities in 1969. Federated has been a major force in
the short- and intermediate-term government markets since
1982 and currently manages nearly $10 billion in
government funds within these maturity ranges.
J. Thomas Madden, Executive Vice President, oversees
Federated's equity and high yield corporate bond
management while William D. Dawson, Executive Vice
President, oversees Federated's domestic fixed income
management. Henry A. Frantzen, Executive Vice President,
oversees the management of Federated's international
portfolios.
Mutual Fund Market
Twenty-seven percent of American households are pursuing
their financial goals through mutual funds. These
investors, as well as businesses and institutions, have
entrusted over $2 trillion to the more than 5,500 funds
available.*
Federated Investors, through its subsidiaries, distributes
mutual funds for a variety of investment applications.
Specific markets include:
Institutional
Federated meets the needs of more than 4,000 institutional
clients nationwide by managing and servicing separate
accounts and mutual funds for a variety of applications,
including defined benefit and defined contribution
programs, cash management, and asset/liability management.
Institutional clients include corporations, pension funds,
tax-exempt entities, foundations/endowments, insurance
companies, and investment and financial advisors. The
marketing effort to these institutional clients is headed
by John B. Fisher, President, Institutional Sales
Division.
Trust Organizations
Other institutional clients include close relationships
with more than 1,500 banks and trust organizations.
Virtually all of the trust divisions of the top 100 bank
holding companies use Federated funds in their clients'
portfolios. The marketing effort to trust clients is
headed by Mark R. Gensheimer, Executive Vice President,
Bank Marketing & Sales.
Broker/Dealers and Bank Broker/Dealer Subsidiaries
Federated mutual funds are available to consumers through
major brokerage firms nationwide--including 200 New York
Stock Exchange firms--supported by more wholesalers than
any other mutual fund distributor. The marketing effort to
these firms is headed by James F. Getz, President,
Broker/Dealer Division.
*source: Investment Company Institute
Cusip 31420B102
G00352-02 (9/94)
PART C. OTHER INFORMATION.
Item 24. Financial Statements and
Exhibits:
(a) Financial Statements
(Filed in Part A)
(b) Exhibits:
(1) Conformed Copy of Amended
Declaration of Trust of the Registrant;(2)
(2) Copy of Amended By-Laws
of the Registrant;(2)
(3) Not applicable;
(4) Copy of Specimen
Certificate for Shares of Beneficial Interest
of the Registrant;(2)
(5) Conformed Copy of
Investment Advisory Contract of the
Registrant;+
(6) (i) Conformed Copy of of
Distributor's Contract of the
Registrant;+
(ii) The Registrant hereby
incorporates the conformed copy of
the specimen Mutual Funds Sales and
Service Agreement; Mutual Funds
Service Agreement and Plan
Trustee/Mutual Funds Service
Agreement from Item 24(b)6 of the
Cash Trust Series II Registration
Statement on Form N-1A, filed with
the Commission on July 24, 1995.
(File Nos. 33-38550 and 811-6269).
(7) Not applicable;
(8) Conformed Copy of
Custodian Agreement of the Registrant;+
(9) (i) Conformed Copy of Fund
Accounting, Shareholder
Recordkeeping, and Custody Services
Procurement Agreement of the
Registrant;+
(ii) Conformed Copy of
Administrative Services Agreement;(2)
(iii) Conformed Copy of
Shareholder Services Agreement;(2)
(iv) The responses described
in Item 24(b)6 are hereby
incorporated by reference.
(10) Conformed Copy of Opinion and
Consent of Counsel as to legality of
shares being registered;(2)
(11)Conformed Copy of
Consent of Independent Auditors;+
(12) Not applicable;
(13) Conformed Copy of Initial Capital
Understanding;(2)
+ All exhibits have been filed electronically.
1. Response is incorporated by reference to Registrant's
Initial Registration Statement on Form N-1A filed July 6,
1994. (File Nos. 33-54445 and 811-7193).
2. Response is incorporated by reference to Registrant's
Registration Statement on Form N-1A filed August 26, 1994.
(File Nos. 33-54445 and 811-7193).
(14) Not applicable;
(15) Not applicable;
(16) Not applicable;
(17) Copy of Financial Data Schedule;+
(18) Conformed Copy of Power of
Attorney;+
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 September 6, 1995
Shares of
beneficial interest
(no par value)
Federated Institutional
Short-Term Government Fund 4
Item 27. Indemnification:(2.)
2. Response is incorporated by reference to Registrant's
Registration Statement on Form N-1A filed August 26, 1994.
(File Nos. 33-54445 and 811-7193).
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: William D. Dawson, Henry A. Frantzen,
J. Thomas Madden and Mark L. Mallon, Executive Vice
Presidents; Henry J. Gailliot, Senior Vice
President-Economist; Peter R. Anderson and J. Alan
Minteer, Senior Vice Presidents; J. Scott Albrecht,
Randall A. Bauer, David A. Briggs, Jonathan C.
Conley, Deborah A. Cunningham, Michael P. Donnelly,
Mark E. Durbiano, Kathleen M. Foody-Malus, Thomas
M. Franks, Edward C. Gonzales, Jeff A. Kozemchak,
Marian R. Marinack, John W. McGonigle, Susan M.
Nason, Mary Jo Ochson, Robert J. Ostrowski,
Frederick L. Plautz, Jr., Charles A. Ritter, James
D. Roberge, Sandra L. Weber and Christopher H.
Wiles, 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.
Item 29. Principal Underwriters:
(a) Federated Securities Corp., the Distributor for
shares of the Registrant, also acts as principal
underwriter for the following open-end investment
companies: Alexander Hamilton Funds; American
Leaders Fund, Inc.; Annuity Management Series;
Arrow Funds; Automated Government Money Trust;
BayFunds; The Biltmore Funds; The Biltmore
Municipal Funds; Blanchard Funds; Blanchard
Precious Metals, Inc.; Cash Trust Series, Inc.;
Cash Trust Series II; DG Investor Series; Edward D.
Jones & Co. Daily Passport Cash Trust; Federated
ARMs Fund; Federated Equity Funds; Federated
Exchange Fund, Ltd.; Federated GNMA Trust;
Federated Government Trust; Federated High Yield
Trust; Federated Income Securities Trust; Federated
Income Trust; Federated Index Trust; Federated
Institutional Trust; Federated Master Trust;
Federated Municipal Trust; Federated Short-Term
Municipal Trust; Federated Short-Term U.S.
Government Trust; Federated Stock Trust; Federated
Tax-Free Trust; Federated Total Return Series,
Inc.; Federated U.S. Government Bond Fund;
Federated U.S. Government Securities Fund: 1-3
Years; Federated U.S. Government Securities Fund: 3-
5 Years;First Priority Funds; First Union Funds;
Fixed Income Securities, Inc.; Fortress Adjustable
Rate U.S. Government Fund, Inc.; Fortress Municipal
Income Fund, Inc.; Fortress Utility Fund, Inc.;
Fountain Square Funds; Fund for U.S. Government
Securities, Inc.; Government Income Securities,
Inc.; High Yield Cash Trust; Independence One
Mutual Funds; Insurance Management Series;
Intermediate Municipal Trust; International Series
Inc.; Investment Series Funds, Inc.; Investment
Series Trust; Liberty Equity Income Fund, Inc.;
Liberty High Income Bond Fund, Inc.; Liberty
Municipal Securities Fund, Inc.; Liberty U.S.
Government Money Market Trust; Liberty Utility
Fund, Inc.; Liquid Cash Trust; Managed Series
Trust; Marshall Funds, Inc.; Money Market
Management, Inc.; Money Market Obligations Trust;
Money Market Trust; The Monitor Funds; Municipal
Securities Income Trust; Newpoint Funds; 111
Corcoran Funds; Peachtree Funds; The Planters
Funds; RIMCO Monument Funds; The Shawmut 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; The Virtus Funds; Vision
Fiduciary Funds, Inc.; Vision Group of Funds, Inc.;
and World Investment Series, Inc.
Federated Securities Corp. also acts as
principal underwriter for the following closed-end
investment company: Liberty Term Trust, Inc.-
1999.
(b)
(1) (2) (3)
Name and Principal Positions and Offices Positions and
Offices
Business Address With Underwriter With
Registrant
Richard B. Fisher Director, Chairman, Chief Vice
President
Federated Investors Tower Executive Officer, Chief
Pittsburgh, PA 15222-3779 Operating Officer, and
Asst. Treasurer, Federated
Securities Corp.
Edward C. Gonzales Director, Executive Vice Executive
Vice
Federated Investors Tower President, and Treasurer, President
Pittsburgh, PA 15222-3779 Federated Securities
Corp.
John W. McGonigle Director, Executive Vice Executive
Vice
Federated Investors Tower President, and Assistant President
and
Pittsburgh, PA 15222-3779 Secretary, Federated Secretary
Securities Corp.
John B. Fisher President-Institutional Sales, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James F. Getz President-Broker/Dealer, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark R. Gensheimer Executive Vice President of --
Federated Investors Tower Bank/Trust
Pittsburgh, PA 15222-3779 Federated Securities Corp.
Mark W. Bloss Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Theodore Fadool, Jr. Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Bryant R. Fisher Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Christopher T. Fives Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James S. Hamilton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James M. Heaton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
(1) (2) (3)
Name and Principal Positions and Offices Positions and
Offices
Business Address With Underwriter With
Registrant
H. Joseph Kennedy Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Keith Nixon Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Solon A. Person, IV Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Timothy C. Pillion Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Thomas E. Territ Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
John B. Bohnet Vice President,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard W. Boyd Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jane E. Broeren-Lambesis Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mary J. Combs Vice President, --
Federated Investors Tower Federated
Securities Corp.
Pittsburgh, PA 15222-3779
R. Edmond Connell, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Kevin J. Crenny Vice President,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Daniel T. Culbertson Vice President,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Laura M. Deger Vice President, --
Federated Investors Tower Federated
Securities Corp.
Pittsburgh, PA 15222-3779
(1) (2) (3)
Name and Principal Positions and Offices Positions and
Offices
Business Address With Underwriter With
Registrant
Jill Ehrenfeld Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Joseph L. Epstein Vice President,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark D. Fisher Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Michael D. Fitzgerald Vice President,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Joseph D. Gibbons Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
David C. Glabicki Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Craig S. Gonzales Vice President,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard C. Gonzales Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Scott A. Hutton Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William J. Kerns Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William E. Kugler Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Dennis M. Laffey Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Stephen A. LaVersa Vice President,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
(1) (2) (3)
Name and Principal Positions and Offices Positions and
Offices
Business Address With Underwriter With
Registrant
Francis J. Matten, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark J. Miehl Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard C. Mihm Vice President,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
J. Michael Miller Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
R. Jeffrey Niss Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Michael P. O'Brien Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Robert D. Oehlschlager Vice President,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Robert F. Phillips Vice President, --
Federated Investors Tower Federated
Securities Corp.
Pittsburgh, PA 15222-3779
Eugene B. Reed Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Paul V. Riordan Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Charles A. Robison Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
John C. Shelar, Jr. Vice President,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
David W. Spears Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
(1) (2) (3)
Name and Principal Positions and Offices Positions and
Offices
Business Address With Underwriter With
Registrant
Jeffrey A. Stewart Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jamie M. Teschner Vice President,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William C. Tustin Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Paul A. Uhlman Vice President,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard B. Watts Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Michael P. Wolff Vice President,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Philip C. Hetzel Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Charlene H. Jennings Assistant Vice President,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Ernest L. Linane Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
S. Elliott Cohan Secretary, Assistant
Federated Investors Tower Federated Securities Corp. Secretary
Pittsburgh, PA 15222-3779
(c) Not applicable.
Item 30. Location of Accounts and
Records:
All accounts and records required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and
Rules 31a-1 through 31a-3 promulgated thereunder are
maintained at one of the following locations:
Registrant Federated Investors Tower
Pittsburgh, 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 8600
Trust Company Boston, Massachusetts
("Custodian") 02266-8600
Item 31. Management Services: Not
applicable.
Item 32. Undertakings:
Registrant hereby undertakes to comply with the
provisions of Section 16(c) of the 1940 Act with
respect to the removal of Trustees and the calling of
special shareholder meetings by shareholders.
Registrant hereby undertakes to furnish each person to
whom a prospectus is delivered with a copy of the
Registrant's latest annual report to shareholders, upon
request and without charge.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933 and the Investment Company Act of 1940, the Registrant,
FEDERATED INSTITUTIONAL TRUST has duly caused this Amendment
to its Registration Statement to be signed on its behalf by
the undersigned, thereto duly authorized, in the City of
Pittsburgh and Commonwealth of Pennsylvania, on the 22nd day
of September, 1995.
FEDERATED INSTITUTIONAL TRUST
BY: /s/ J. Crilley Kelly
J. Crilley Kelly, Assistant Secretary
Attorney in Fact for John F. Donahue
September 22, 1995
Pursuant to the requirements of the Securities Act of
1933, this Amendment to its Registration Statement has been
signed below by the following person in the capacity and on
the date indicated:
NAME TITLE
DATE
By: /s/J. Crilley Kelly
J. Crilley Kelly Attorney In Fact September 22, 1995
ASSISTANT SECRETARY For the Persons
Listed Below
NAME TITLE
John F. Donahue* Chairman and Trustee
(Chief Executive Officer)
Glen R. Johnson* President
Edward C. Gonzales* Executive Vice President
David M. Taylor* Treasurer
(Principal Financial and
Accounting Officer)
Thomas G. Bigley* Trustee
John T. Conroy, Jr.* Trustee
William J. Copeland* Trustee
James E. Dowd* Trustee
Lawrence D. Ellis, M.D.* Trustee
Edward L. Flaherty, Jr.* Trustee
Peter E. Madden* Trustee
Gregor F. Meyer* Trustee
John E. Murray, Jr.* Trustee
Wesley W. Posvar* Trustee
Marjorie P. Smuts* Trustee
* By Power of Attorney
Exhibit 11 under Form N-1A
Exhibit 23 under Item 601/Reg. S-
K
Consent of Ernst & Young LLP, Independent Auditors
We consent to the reference to our firm under the caption
"Independent Auditors" and to the use of our report dated
September 7, 1995 on the statement of assets and liabilities
in Post-Effective Amendment Number 1 to the Registration
Statement (Form N-1A Number 33-54445)and the related
Prospectus of Federated Institutional Short-Term Government
Fund (a Portfolio of Federated Institutional Trust).
By: /s/ERNST & YOUNG LLP
September 21, 1995
Exhibit 18 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 Deputy General Counsel of Federated Investors, and each
of them, their true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution for them and in
their names, place and stead, in any and all capacities, to sign
any and all documents to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, the
Securities Exchange Act of 1934 and the Investment Company Act of
1940, by means of the Securities and Exchange Commission's
electronic disclosure system known as EDGAR; and to file the
same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full
power and authority to sign and perform each and every act and
thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as each of them might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.
SIGNATURES TITLE DATE
/s/ John F. Donahue Chairman and TrusteeSeptember 11, 1995
John F. Donahue (Chief Executive Officer)
/s/ Glen R. Johnson President September 11, 1995
Glen R. Johnson
/s/ David M. Taylor Treasurer September 11, 1995
David M. Taylor (Principal Financial and
Accounting Officer)
/s/ Thomas G. Bigley Trustee September 11, 1995
Thomas G. Bigley
/s/ John T. Conroy, Jr. Trustee September 11, 1995
John T. Conroy, Jr.
SIGNATURES TITLE DATE
/s/ William J. Copeland Trustee September 11, 1995
William J. Copeland
/s/ James E. Dowd Trustee September 11, 1995
James E. Dowd
/s/ Lawrence D. Ellis, M.D. Trustee September 11,1995
Lawrence D. Ellis, M.D.
/s/ Edward L. Flaherty, Jr. Trustee September 11, 1995
Edward L. Flaherty, Jr.
/s/ Peter E. Madden Trustee September 11, 1995
Peter E. Madden
/s/ Gregor F. Meyer Trustee September 11, 1995
Gregor F. Meyer
/s/ John E. Murray, Jr. Trustee September 11, 1995
John E. Murray, Jr.
/s/ Wesley W. Posvar Trustee September 11, 1995
Wesley W. Posvar
/s/ Marjorie P. Smuts Trustee September 11, 1995
Marjorie P. Smuts
Sworn to and subscribed before me this 11th day of September, 1995
/s/ Marie M. Hamm
Marie M. Hamm, Notary Public
Plum Boro, Allegheny County
My Commission Expires Sept. 16, 1996
Member, Pennsylvania Association of Notaries
--
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 1st day of September, 1994,
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 1st day of
September, 1994.
Attest: FEDERATED MANAGEMENT
/s/ J. Crilley Kelly By:/s/ J. Thomas Madden
J. Crilley Kelly Secretary J. Thomas Madden
Executive Vice President
Attest: FEDERATED INSTITUTIONAL TRUST
/s/ S. Elliott Cohan By:/s/ John W. McGonigle
S. Elliott Cohan Assist. Secretary John W.
McGonigle
Vice President
Exhibit 8 under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
CUSTODIAN CONTRACT
Between
FEDERATED INVESTMENT COMPANIES
and
STATE STREET BANK AND TRUST COMPANY
and
FEDERATED SERVICES COMPANY
TABLE OF CONTENTS
Page
1. Employment of Custodian and Property to be Held by It 1
2. Duties of the Custodian With Respect to Property of the Funds
Held by the Custodian 2
2.1 Holding Securities 2
2.2 Delivery of Securities 2
2.3 Registration of Securities 5
2.4 Bank Accounts 6
2.5 Payments for Shares 7
2.6 Availability of Federal Funds 7
2.7 Collection of Income 7
2.8 Payment of Fund Moneys 8
2.9 Liability for Payment in Advance of Receipt of Securities
Purchased. 9
2.10 Payments for Repurchases or Redemptions of Shares of a Fund
9
2.11 Appointment of Agents 10
2.12 Deposit of Fund Assets in Securities System 10
2.13 Segregated Account 12
2.14 Joint Repurchase Agreements 13
2.15 Ownership Certificates for Tax Purposes 13
2.16 Proxies 13
2.17 Communications Relating to Fund Portfolio Securities 13
2.18 Proper Instructions 14
2.19 Actions Permitted Without Express Authority 14
2.20 Evidence of Authority 15
2.21 Notice to Trust by Custodian Regarding Cash Movement.15
3. Duties of Custodian With Respect to the Books of Account and
Calculation of Net Asset Value and Net Income 15
4. Records
16
5. Opinion of Funds' Independent Public Accountants/Auditors 16
6. Reports to Trust by Independent Public Accountants/Auditors17
7. Compensation of Custodian 17
8. Responsibility of Custodian 17
9. Effective Period, Termination and Amendment 19
10. Successor Custodian 20
11. Interpretive and Additional Provisions 21
12. Massachusetts Law to Apply 22
13. Notices
22
14. Counterparts 22
15. Limitations of Liability 22
CUSTODIAN CONTRACT
This Contract between those INVESTMENT COMPANIES listed on Exhibit 1,
as it may be amended from time to time, (the "Trust"), which may be
Massachusetts business trusts or Maryland corporations or have such
other form of organization as may be indicated, on behalf of the
portfolios (hereinafter collectively called the "Funds" and
individually referred to as a "Fund") of the Trust, having its
principal place of business at Federated Investors Tower, Pittsburgh,
Pennsylvania, 15222-3779, and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts trust company, having its principal place of business at
225 Franklin Street, Boston, Massachusetts, 02110, hereinafter called
the "Custodian", and FEDERATED SERVICES COMPANY, a Delaware business
trust company, having its principal place of business at Federated
Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, hereinafter
called ("Company").
WITNESSETH: That in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto agree as follows:
1. Employment of Custodian and Property to be Held by It
The Trust hereby employs the Custodian as the custodian of the
assets of each of the Funds of the Trust. Except as otherwise
expressly provided herein, the securities and other assets of
each of the Funds shall be segregated from the assets of each of
the other Funds and from all other persons and entities. The
Trust will deliver to the Custodian all securities and cash owned
by the Funds and all payments of income, payments of principal or
capital distributions received by them with respect to all
securities owned by the Funds from time to time, and the cash
consideration received by them for shares ("Shares") of
beneficial interest/capital stock of the Funds as may be issued
or sold from time to time. The Custodian shall not be
responsible for any property of the Funds held or received by the
Funds and not delivered to the Custodian.
Upon receipt of "Proper Instructions" (within the meaning of
Section 2.18), the Custodian shall from time to time employ one
or more sub-custodians upon the terms specified in the Proper
Instructions, provided that the Custodian shall have no more or
less responsibility or liability to the Trust or any of the Funds
on account of any actions or omissions of any sub-custodian so
employed than any such sub-custodian has to the Custodian.
2. Duties of the Custodian With Respect to Property of the Funds
Held by the Custodian
2.1Holding Securities. The Custodian shall hold and physically
segregate for the account of each Fund all non-cash property,
including all securities owned by each Fund, other than
securities which are maintained pursuant to Section 2.12 in a
clearing agency which acts as a securities depository or in a
book-entry system authorized by the U.S. Department of the
Treasury, collectively referred to herein as "Securities
System", or securities which are subject to a joint
repurchase agreement with affiliated funds pursuant to
Section 2.14. The Custodian shall maintain records of all
receipts, deliveries and locations of such securities,
together with a current inventory thereof, and shall conduct
periodic physical inspections of certificates representing
stocks, bonds and other securities held by it under this
Contract in such manner as the Custodian shall determine from
time to time to be advisable in order to verify the accuracy
of such inventory. With respect to securities held by any
agent appointed pursuant to Section 2.11 hereof, and with
respect to securities held by any sub-custodian appointed
pursuant to Section 1 hereof, the Custodian may rely upon
certificates from such agent as to the holdings of such agent
and from such sub-custodian as to the holdings of such sub-
custodian, it being understood that such reliance in no way
relieves the Custodian of its responsibilities under this
Contract. The Custodian will promptly report to the Trust
the results of such inspections, indicating any shortages or
discrepancies uncovered thereby, and take appropriate action
to remedy any such shortages or discrepancies.
2.2Delivery of Securities. The Custodian shall release and
deliver securities owned by a Fund held by the Custodian or
in a Securities System account of the Custodian only upon
receipt of Proper Instructions, which may be continuing
instructions when deemed appropriate by the parties, and only
in the following cases:
(1)Upon sale of such securities for the account of a Fund
and receipt of payment therefor;
(2)Upon the receipt of payment in connection with any
repurchase agreement related to such securities entered
into by the Trust;
(3)In the case of a sale effected through a Securities
System, in accordance with the provisions of Section 2.12
hereof;
(4)To the depository agent in connection with tender or
other similar offers for portfolio securities of a Fund,
in accordance with the provisions of Section 2.17 hereof;
(5)To the issuer thereof or its agent when such securities
are called, redeemed, retired or otherwise become
payable; provided that, in any such case, the cash or
other consideration is to be delivered to the Custodian;
(6)To the issuer thereof, or its agent, for transfer into
the name of a Fund or into the name of any nominee or
nominees of the Custodian or into the name or nominee
name of any agent appointed pursuant to Section 2.11 or
into the name or nominee name of any sub-custodian
appointed pursuant to Section 1; or for exchange for a
different number of bonds, certificates or other evidence
representing the same aggregate face amount or number of
units; provided that, in any such case, the new
securities are to be delivered to the Custodian;
(7)Upon the sale of such securities for the account of a
Fund, to the broker or its clearing agent, against a
receipt, for examination in accordance with "street
delivery custom"; provided that in any such case, the
Custodian shall have no responsibility or liability for
any loss arising from the delivery of such securities
prior to receiving payment for such securities except as
may arise from the Custodian's own failure to act in
accordance with the standard of reasonable care or any
higher standard of care imposed upon the Custodian by any
applicable law or regulation if such above-stated
standard of reasonable care were not part of this
Contract;
(8)For exchange or conversion pursuant to any plan of
merger, consolidation, recapitalization, reorganization
or readjustment of the securities of the issuer of such
securities, or pursuant to provisions for conversion
contained in such securities, or pursuant to any deposit
agreement; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the
Custodian;
(9)In the case of warrants, rights or similar securities,
the surrender thereof in the exercise of such warrants,
rights or similar securities or the surrender of interim
receipts or temporary securities for definitive
securities; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the
Custodian;
(10) For delivery in connection with any loans of
portfolio securities of a Fund, but only against receipt
of adequate collateral in the form of (a) cash, in an
amount specified by the Trust, (b) certificated
securities of a description specified by the Trust,
registered in the name of the Fund or in the name of a
nominee of the Custodian referred to in Section 2.3
hereof or in proper form for transfer, or (c) securities
of a description specified by the Trust, transferred
through a Securities System in accordance with Section
2.12 hereof;
(11) For delivery as security in connection with any
borrowings requiring a pledge of assets by a Fund, but
only against receipt of amounts borrowed, except that in
cases where additional collateral is required to secure a
borrowing already made, further securities may be
released for the purpose;
(12) For delivery in accordance with the provisions of
any agreement among the Trust or a Fund, the Custodian
and a broker-dealer registered under the Securities
Exchange Act of 1934, as amended, (the "Exchange Act")
and a member of The National Association of Securities
Dealers, Inc. ("NASD"), relating to compliance with the
rules of The Options Clearing Corporation and of any
registered national securities exchange, or of any
similar organization or organizations, regarding escrow
or other arrangements in connection with transactions for
a Fund;
(13) For delivery in accordance with the provisions of
any agreement among the Trust or a Fund, the Custodian,
and a Futures Commission Merchant registered under the
Commodity Exchange Act, relating to compliance with the
rules of the Commodity Futures Trading Commission and/or
any Contract Market, or any similar organization or
organizations, regarding account deposits in connection
with transaction for a Fund;
(14) Upon receipt of instructions from the transfer agent
("Transfer Agent") for a Fund, for delivery to such
Transfer Agent or to the holders of shares in connection
with distributions in kind, in satisfaction of requests
by holders of Shares for repurchase or redemption; and
(15) For any other proper corporate purpose, but only
upon receipt of, in addition to Proper Instructions, a
certified copy of a resolution of the Executive Committee
of the Trust on behalf of a Fund signed by an officer of
the Trust and certified by its Secretary or an Assistant
Secretary, specifying the securities to be delivered,
setting forth the purpose for which such delivery is to
be made, declaring such purpose to be a proper corporate
purpose, and naming the person or persons to whom
delivery of such securities shall be made.
2.3 Registration of Securities. Securities held by the
Custodian (other than bearer securities) shall be registered
in the name of a particular Fund or in the name of any
nominee of the Fund or of any nominee of the Custodian which
nominee shall be assigned exclusively to the Fund, unless the
Trust has authorized in writing the appointment of a nominee
to be used in common with other registered investment
companies affiliated with the Fund, or in the name or nominee
name of any agent appointed pursuant to Section 2.11 or in
the name or nominee name of any sub-custodian appointed
pursuant to Section 1. All securities accepted by the
Custodian on behalf of a Fund under the terms of this
Contract shall be in "street name" or other good delivery
form.
2.4 Bank Accounts. The Custodian shall open and maintain a
separate bank account or accounts in the name of each Fund,
subject only to draft or order by the Custodian acting
pursuant to the terms of this Contract, and shall hold in
such account or accounts, subject to the provisions hereof,
all cash received by it from or for the account of each Fund,
other than cash maintained in a joint repurchase account with
other affiliated funds pursuant to Section 2.14 of this
Contract or by a particular Fund in a bank account
established and used in accordance with Rule 17f-3 under the
Investment Company Act of 1940, as amended, (the "1940 Act").
Funds held by the Custodian for a Fund may be deposited by it
to its credit as Custodian in the Banking Department of the
Custodian or in such other banks or trust companies as it may
in its discretion deem necessary or desirable; provided,
however, that every such bank or trust company shall be
qualified to act as a custodian under the 1940 Act and that
each such bank or trust company and the funds to be deposited
with each such bank or trust company shall be approved by
vote of a majority of the Board of Trustees/Directors
("Board") of the Trust. Such funds shall be deposited by the
Custodian in its capacity as Custodian for the Fund and shall
be withdrawable by the Custodian only in that capacity. If
requested by the Trust, the Custodian shall furnish the
Trust, not later than twenty (20) days after the last
business day of each month, an internal reconciliation of the
closing balance as of that day in all accounts described in
this section to the balance shown on the daily cash report
for that day rendered to the Trust.
2.5Payments for Shares. The Custodian shall make such
arrangements with the Transfer Agent of each Fund, as will
enable the Custodian to receive the cash consideration due to
each Fund and will deposit into each Fund's account such
payments as are received from the Transfer Agent. The
Custodian will provide timely notification to the Trust and
the Transfer Agent of any receipt by it of payments for
Shares of the respective Fund.
2.6Availability of Federal Funds. Upon mutual agreement between
the Trust and the Custodian, the Custodian shall make federal
funds available to the Funds as of specified times agreed
upon from time to time by the Trust and the Custodian in the
amount of checks, clearing house funds, and other non-federal
funds received in payment for Shares of the Funds which are
deposited into the Funds' accounts.
2.7Collection of Income.
(1)The Custodian shall collect on a timely basis all income
and other payments with respect to registered securities
held hereunder to which each Fund shall be entitled
either by law or pursuant to custom in the securities
business, and shall collect on a timely basis all income
and other payments with respect to bearer securities if,
on the date of payment by the issuer, such securities are
held by the Custodian or its agent thereof and shall
credit such income, as collected, to each Fund's
custodian account. Without limiting the generality of
the foregoing, the Custodian shall detach and present for
payment all coupons and other income items requiring
presentation as and when they become due and shall
collect interest when due on securities held hereunder.
The collection of income due the Funds on securities
loaned pursuant to the provisions of Section 2.2 (10)
shall be the responsibility of the Trust. The Custodian
will have no duty or responsibility in connection
therewith, other than to provide the Trust with such
information or data as may be necessary to assist the
Trust in arranging for the timely delivery to the
Custodian of the income to which each Fund is properly
entitled.
(2)The Custodian shall promptly notify the Trust whenever
income due on securities is not collected in due course
and will provide the Trust with monthly reports of the
status of past due income unless the parties otherwise
agree.
2.8Payment of Fund Moneys. Upon receipt of Proper Instructions,
which may be continuing instructions when deemed appropriate
by the parties, the Custodian shall pay out moneys of each
Fund in the following cases only:
(1)Upon the purchase of securities, futures contracts or
options on futures contracts for the account of a Fund
but only (a) against the delivery of such securities, or
evidence of title to futures contracts, to the Custodian
(or any bank, banking firm or trust company doing
business in the United States or abroad which is
qualified under the 1940 Act to act as a custodian and
has been designated by the Custodian as its agent for
this purpose) registered in the name of the Fund or in
the name of a nominee of the Custodian referred to in
Section 2.3 hereof or in proper form for transfer, (b) in
the case of a purchase effected through a Securities
System, in accordance with the conditions set forth in
Section 2.12 hereof or (c) in the case of repurchase
agreements entered into between the Trust and any other
party, (i) against delivery of the securities either in
certificate form or through an entry crediting the
Custodian's account at the Federal Reserve Bank with such
securities or (ii) against delivery of the receipt
evidencing purchase for the account of the Fund of
securities owned by the Custodian along with written
evidence of the agreement by the Custodian to repurchase
such securities from the Fund;
(2)In connection with conversion, exchange or surrender of
securities owned by a Fund as set forth in Section 2.2
hereof;
(3)For the redemption or repurchase of Shares of a Fund
issued by the Trust as set forth in Section 2.10 hereof;
(4)For the payment of any expense or liability incurred by a
Fund, including but not limited to the following payments
for the account of the Fund: interest; taxes;
management, accounting, transfer agent and legal fees;
and operating expenses of the Fund, whether or not such
expenses are to be in whole or part capitalized or
treated as deferred expenses;
(5)For the payment of any dividends on Shares of a Fund
declared pursuant to the governing documents of the
Trust;
(6)For payment of the amount of dividends received in
respect of securities sold short;
(7)For any other proper purpose, but only upon receipt of,
in addition to Proper Instructions, a certified copy of a
resolution of the Executive Committee of the Trust on
behalf of a Fund signed by an officer of the Trust and
certified by its Secretary or an Assistant Secretary,
specifying the amount of such payment, setting forth the
purpose for which such payment is to be made, declaring
such purpose to be a proper purpose, and naming the
person or persons to whom such payment is to be made.
2.9Liability for Payment in Advance of Receipt of Securities
Purchased. In any and every case where payment for purchase
of securities for the account of a Fund is made by the
Custodian in advance of receipt of the securities purchased,
in the absence of specific written instructions from the
Trust to so pay in advance, the Custodian shall be absolutely
liable to the Fund for such securities to the same extent as
if the securities had been received by the Custodian.
2.10 Payments for Repurchases or Redemptions of Shares of a
Fund. From such funds as may be available for the purpose of
repurchasing or redeeming Shares of a Fund, but subject to
the limitations of the Declaration of Trust/Articles of
Incorporation and any applicable votes of the Board of the
Trust pursuant thereto, the Custodian shall, upon receipt of
instructions from the Transfer Agent, make funds available
for payment to holders of shares of such Fund who have
delivered to the Transfer Agent a request for redemption or
repurchase of their shares including without limitation
through bank drafts, automated clearinghouse facilities, or
by other means. In connection with the redemption or
repurchase of Shares of the Funds, the Custodian is
authorized upon receipt of instructions from the Transfer
Agent to wire funds to or through a commercial bank
designated by the redeeming shareholders.
2.11 Appointment of Agents. The Custodian may at any time or
times in its discretion appoint (and may at any time remove)
any other bank or trust company which is itself qualified
under the 1940 Act and any applicable state law or
regulation, to act as a custodian, as its agent to carry out
such of the provisions of this Section 2 as the Custodian may
from time to time direct; provided, however, that the
appointment of any agent shall not relieve the Custodian of
its responsibilities or liabilities hereunder.
2.12 Deposit of Fund Assets in Securities System. The
Custodian may deposit and/or maintain securities owned by the
Funds in a clearing agency registered with the Securities and
Exchange Commission ("SEC") under Section 17A of the Exchange
Act, which acts as a securities depository, or in the book-
entry system authorized by the U.S. Department of the
Treasury and certain federal agencies, collectively referred
to herein as "Securities System" in accordance with
applicable Federal Reserve Board and SEC rules and
regulations, if any, and subject to the following provisions:
(1)The Custodian may keep securities of each Fund in a
Securities System provided that such securities are
represented in an account ("Account") of the Custodian in
the Securities System which shall not include any assets
of the Custodian other than assets held as a fiduciary,
custodian or otherwise for customers;
(2)The records of the Custodian with respect to securities
of the Funds which are maintained in a Securities System
shall identify by book-entry those securities belonging
to each Fund;
(3)The Custodian shall pay for securities purchased for the
account of each Fund upon (i) receipt of advice from the
Securities System that such securities have been
transferred to the Account, and (ii) the making of an
entry on the records of the Custodian to reflect such
payment and transfer for the account of the Fund. The
Custodian shall transfer securities sold for the account
of a Fund upon (i) receipt of advice from the Securities
System that payment for such securities has been
transferred to the Account, and (ii) the making of an
entry on the records of the Custodian to reflect such
transfer and payment for the account of the Fund. Copies
of all advices from the Securities System of transfers of
securities for the account of a Fund shall identify the
Fund, be maintained for the Fund by the Custodian and be
provided to the Trust at its request. Upon request, the
Custodian shall furnish the Trust confirmation of each
transfer to or from the account of a Fund in the form of
a written advice or notice and shall furnish to the Trust
copies of daily transaction sheets reflecting each day's
transactions in the Securities System for the account of
a Fund.
(4)The Custodian shall provide the Trust with any report
obtained by the Custodian on the Securities System's
accounting system, internal accounting control and
procedures for safeguarding securities deposited in the
Securities System;
(5)The Custodian shall have received the initial
certificate, required by Section 9 hereof;
(6)Anything to the contrary in this Contract
notwithstanding, the Custodian shall be liable to the
Trust for any loss or damage to a Fund resulting from use
of the Securities System by reason of any negligence,
misfeasance or misconduct of the Custodian or any of its
agents or of any of its or their employees or from
failure of the Custodian or any such agent to enforce
effectively such rights as it may have against the
Securities System; at the election of the Trust, it shall
be entitled to be subrogated to the rights of the
Custodian with respect to any claim against the
Securities System or any other person which the Custodian
may have as a consequence of any such loss or damage if
and to the extent that a Fund has not been made whole for
any such loss or damage.
(7)The authorization contained in this Section 2.12 shall
not relieve the Custodian from using reasonable care and
diligence in making use of any Securities System.
2.13 Segregated Account. The Custodian shall upon receipt of
Proper Instructions establish and maintain a segregated
account or accounts for and on behalf of each Fund, into
which account or accounts may be transferred cash and/or
securities, including securities maintained in an account by
the Custodian pursuant to Section 2.12 hereof, (i) in
accordance with the provisions of any agreement among the
Trust, the Custodian and a broker-dealer registered under the
Exchange Act and a member of the NASD (or any futures
commission merchant registered under the Commodity Exchange
Act), relating to compliance with the rules of The Options
Clearing Corporation and of any registered national
securities exchange (or the Commodity Futures Trading
Commission or any registered contract market), or of any
similar organization or organizations, regarding escrow or
other arrangements in connection with transactions for a
Fund, (ii) for purpose of segregating cash or government
securities in connection with options purchased, sold or
written for a Fund or commodity futures contracts or options
thereon purchased or sold for a Fund, (iii) for the purpose
of compliance by the Trust or a Fund with the procedures
required by any release or releases of the SEC relating to
the maintenance of segregated accounts by registered
investment companies and (iv) for other proper corporate
purposes, but only, in the case of clause (iv), upon receipt
of, in addition to Proper Instructions, a certified copy of a
resolution of the Board or of the Executive Committee signed
by an officer of the Trust and certified by the Secretary or
an Assistant Secretary, setting forth the purpose or purposes
of such segregated account and declaring such purposes to be
proper corporate purposes.
2.14 Joint Repurchase Agreements. Upon the receipt of Proper
Instructions, the Custodian shall deposit and/or maintain any
assets of a Fund and any affiliated funds which are subject
to joint repurchase transactions in an account established
solely for such transactions for the Fund and its affiliated
funds. For purposes of this Section 2.14, "affiliated funds"
shall include all investment companies and their portfolios
for which subsidiaries or affiliates of Federated Investors
serve as investment advisers, distributors or administrators
in accordance with applicable exemptive orders from the SEC.
The requirements of segregation set forth in Section 2.1
shall be deemed to be waived with respect to such assets.
2.15 Ownership Certificates for Tax Purposes. The Custodian
shall execute ownership and other certificates and affidavits
for all federal and state tax purposes in connection with
receipt of income or other payments with respect to
securities of a Fund held by it and in connection with
transfers of securities.
2.16 Proxies. The Custodian shall, with respect to the
securities held hereunder, cause to be promptly executed by
the registered holder of such securities, if the securities
are registered otherwise than in the name of a Fund or a
nominee of a Fund, all proxies, without indication of the
manner in which such proxies are to be voted, and shall
promptly deliver to the Trust such proxies, all proxy
soliciting materials and all notices relating to such
securities.
2.17 Communications Relating to Fund Portfolio Securities.
The Custodian shall transmit promptly to the Trust all
written information (including, without limitation, pendency
of calls and maturities of securities and expirations of
rights in connection therewith and notices of exercise of
call and put options written by the Fund and the maturity of
futures contracts purchased or sold by the Fund) received by
the Custodian from issuers of the securities being held for
the Fund. With respect to tender or exchange offers, the
Custodian shall transmit promptly to the Trust all written
information received by the Custodian from issuers of the
securities whose tender or exchange is sought and from the
party (or his agents) making the tender or exchange offer.
If the Trust desires to take action with respect to any
tender offer, exchange offer or any other similar
transaction, the Trust shall notify the Custodian in writing
at least three business days prior to the date on which the
Custodian is to take such action. However, the Custodian
shall nevertheless exercise its best efforts to take such
action in the event that notification is received three
business days or less prior to the date on which action is
required.
2.18 Proper Instructions. Proper Instructions as used
throughout this Section 2 means a writing signed or initialed
by one or more person or persons as the Board shall have from
time to time authorized. Each such writing shall set forth
the specific transaction or type of transaction involved.
Oral instructions will be deemed to be Proper Instructions if
(a) the Custodian reasonably believes them to have been given
by a person previously authorized in Proper Instructions to
give such instructions with respect to the transaction
involved, and (b) the Trust promptly causes such oral
instructions to be confirmed in writing. Upon receipt of a
certificate of the Secretary or an Assistant Secretary as to
the authorization by the Board of the Trust accompanied by a
detailed description of procedures approved by the Board,
Proper Instructions may include communications effected
directly between electro-mechanical or electronic devices
provided that the Board and the Custodian are satisfied that
such procedures afford adequate safeguards for a Fund's
assets.
2.19 Actions Permitted Without Express Authority. The
Custodian may in its discretion, without express authority
from the Trust:
(1)make payments to itself or others for minor expenses of
handling securities or other similar items relating to
its duties under this Contract, provided that all such
payments shall be accounted for to the Trust in such form
that it may be allocated to the affected Fund;
(2)surrender securities in temporary form for securities in
definitive form;
(3)endorse for collection, in the name of a Fund, checks,
drafts and other negotiable instruments; and
(4)in general, attend to all non-discretionary details in
connection with the sale, exchange, substitution,
purchase, transfer and other dealings with the securities
and property of each Fund except as otherwise directed by
the Trust.
2.20 Evidence of Authority. The Custodian shall be protected
in acting upon any instructions, notice, request, consent,
certificate or other instrument or paper reasonably believed
by it to be genuine and to have been properly executed on
behalf of a Fund. The Custodian may receive and accept a
certified copy of a vote of the Board of the Trust as
conclusive evidence (a) of the authority of any person to act
in accordance with such vote or (b) of any determination of
or any action by the Board pursuant to the Declaration of
Trust/Articles of Incorporation as described in such vote,
and such vote may be considered as in full force and effect
until receipt by the Custodian of written notice to the
contrary.
2.21 Notice to Trust by Custodian Regarding Cash Movement.
The Custodian will provide timely notification to the Trust
of any receipt of cash, income or payments to the Trust and
the release of cash or payment by the Trust.
3. Duties of Custodian With Respect to the Books of Account and
Calculation of Net Asset Value and Net Income.
The Custodian shall cooperate with and supply necessary
information to the entity or entities appointed by the Board of
the Trust to keep the books of account of each Fund and/or
compute the net asset value per share of the outstanding Shares
of each Fund or, if directed in writing to do so by the Trust,
shall itself keep such books of account and/or compute such net
asset value per share. If so directed, the Custodian shall also
calculate daily the net income of a Fund as described in the
Fund's currently effective prospectus and Statement of Additional
Information ("Prospectus") and shall advise the Trust and the
Transfer Agent daily of the total amounts of such net income and,
if instructed in writing by an officer of the Trust to do so,
shall advise the Transfer Agent periodically of the division of
such net income among its various components. The calculations
of the net asset value per share and the daily income of a Fund
shall be made at the time or times described from time to time in
the Fund's currently effective Prospectus.
4. Records.
The Custodian shall create and maintain all records relating to
its activities and obligations under this Contract in such manner
as will meet the obligations of the Trust and the Funds under the
1940 Act, with particular attention to Section 31 thereof and
Rules 31a-1 and 31a-2 thereunder, and specifically including
identified cost records used for tax purposes. All such records
shall be the property of the Trust and shall at all times during
the regular business hours of the Custodian be open for
inspection by duly authorized officers, employees or agents of
the Trust and employees and agents of the SEC. In the event of
termination of this Contract, the Custodian will deliver all such
records to the Trust, to a successor Custodian, or to such other
person as the Trust may direct. The Custodian shall supply daily
to the Trust a tabulation of securities owned by a Fund and held
by the Custodian and shall, when requested to do so by the Trust
and for such compensation as shall be agreed upon between the
Trust and the Custodian, include certificate numbers in such
tabulations.
5. Opinion of Funds' Independent Public Accountants/Auditors.
The Custodian shall take all reasonable action, as the Trust may
from time to time request, to obtain from year to year favorable
opinions from each Fund's independent public accountants/auditors
with respect to its activities hereunder in connection with the
preparation of the Fund's registration statement, periodic
reports, or any other reports to the SEC and with respect to any
other requirements of such Commission.
6. Reports to Trust by Independent Public Accountants/Auditors.
The Custodian shall provide the Trust, at such times as the Trust
may reasonably require, with reports by independent public
accountants/auditors for each Fund on the accounting system,
internal accounting control and procedures for safeguarding
securities, futures contracts and options on futures contracts,
including securities deposited and/or maintained in a Securities
System, relating to the services provided by the Custodian for
the Fund under this Contract; such reports shall be of sufficient
scope and in sufficient detail, as may reasonably be required by
the Trust, to provide reasonable assurance that any material
inadequacies would be disclosed by such examination and, if there
are no such inadequacies, the reports shall so state.
7. Compensation of Custodian.
The Custodian shall be entitled to reasonable compensation for
its services and expenses as Custodian, as agreed upon from time
to time between Company and the Custodian.
8. Responsibility of Custodian.
The Custodian shall be held to a standard of reasonable care in
carrying out the provisions of this Contract; provided, however,
that the Custodian shall be held to any higher standard of care
which would be imposed upon the Custodian by any applicable law
or regulation if such above stated standard of reasonable care
was not part of this Contract. The Custodian shall be entitled
to rely on and may act upon advice of counsel (who may be counsel
for the Trust) on all matters, and shall be without liability for
any action reasonably taken or omitted pursuant to such advice,
provided that such action is not in violation of applicable
federal or state laws or regulations, and is in good faith and
without negligence. Subject to the limitations set forth in
Section 15 hereof, the Custodian shall be kept indemnified by the
Trust but only from the assets of the Fund involved in the issue
at hand and be without liability for any action taken or thing
done by it in carrying out the terms and provisions of this
Contract in accordance with the above standards.
In order that the indemnification provisions contained in this
Section 8 shall apply, however, it is understood that if in any
case the Trust may be asked to indemnify or save the Custodian
harmless, the Trust shall be fully and promptly advised of all
pertinent facts concerning the situation in question, and it is
further understood that the Custodian will use all reasonable
care to identify and notify the Trust promptly concerning any
situation which presents or appears likely to present the
probability of such a claim for indemnification. The Trust shall
have the option to defend the Custodian against any claim which
may be the subject of this indemnification, and in the event that
the Trust so elects it will so notify the Custodian and thereupon
the Trust shall take over complete defense of the claim, and the
Custodian shall in such situation initiate no further legal or
other expenses for which it shall seek indemnification under this
Section. The Custodian shall in no case confess any claim or
make any compromise in any case in which the Trust will be asked
to indemnify the Custodian except with the Trust's prior written
consent.
Notwithstanding the foregoing, the responsibility of the
Custodian with respect to redemptions effected by check shall be
in accordance with a separate Agreement entered into between the
Custodian and the Trust.
If the Trust requires the Custodian to take any action with
respect to securities, which action involves the payment of money
or which action may, in the reasonable opinion of the Custodian,
result in the Custodian or its nominee assigned to a Fund being
liable for the payment of money or incurring liability of some
other form, the Custodian may request the Trust, as a
prerequisite to requiring the Custodian to take such action, to
provide indemnity to the Custodian in an amount and form
satisfactory to the Custodian.
Subject to the limitations set forth in Section 15 hereof, the
Trust agrees to indemnify and hold harmless the Custodian and
its nominee from and against all taxes, charges, expenses,
assessments, claims and liabilities (including counsel fees)
(referred to herein as authorized charges) incurred or assessed
against it or its nominee in connection with the performance of
this Contract, except such as may arise from it or its nominee's
own failure to act in accordance with the standard of reasonable
care or any higher standard of care which would be imposed upon
the Custodian by any applicable law or regulation if such above-
stated standard of reasonable care were not part of this
Contract. To secure any authorized charges and any advances of
cash or securities made by the Custodian to or for the benefit of
a Fund for any purpose which results in the Fund incurring an
overdraft at the end of any business day or for extraordinary or
emergency purposes during any business day, the Trust hereby
grants to the Custodian a security interest in and pledges to the
Custodian securities held for the Fund by the Custodian, in an
amount not to exceed 10 percent of the Fund's gross assets, the
specific securities to be designated in writing from time to time
by the Trust or the Fund's investment adviser. Should the Trust
fail to make such designation, or should it instruct the
Custodian to make advances exceeding the percentage amount set
forth above and should the Custodian do so, the Trust hereby
agrees that the Custodian shall have a security interest in all
securities or other property purchased for a Fund with the
advances by the Custodian, which securities or property shall be
deemed to be pledged to the Custodian, and the written
instructions of the Trust instructing their purchase shall be
considered the requisite description and designation of the
property so pledged for purposes of the requirements of the
Uniform Commercial Code. Should the Trust fail to cause a Fund
to repay promptly any authorized charges or advances of cash or
securities, subject to the provision of the second paragraph of
this Section 8 regarding indemnification, the Custodian shall be
entitled to use available cash and to dispose of pledged
securities and property as is necessary to repay any such
advances.
9. Effective Period, Termination and Amendment.
This Contract shall become effective as of its execution, shall
continue in full force and effect until terminated as hereinafter
provided, may be amended at any time by mutual agreement of the
parties hereto and may be terminated by either party by an
instrument in writing delivered or mailed, postage prepaid to the
other party, such termination to take effect not sooner than
sixty (60) days after the date of such delivery or mailing;
provided, however that the Custodian shall not act under Section
2.12 hereof in the absence of receipt of an initial certificate
of the Secretary or an Assistant Secretary that the Board of the
Trust has approved the initial use of a particular Securities
System as required in each case by Rule 17f-4 under the 1940 Act;
provided further, however, that the Trust shall not amend or
terminate this Contract in contravention of any applicable
federal or state regulations, or any provision of the Declaration
of Trust/Articles of Incorporation, and further provided, that
the Trust may at any time by action of its Board (i) substitute
another bank or trust company for the Custodian by giving notice
as described above to the Custodian, or (ii) immediately
terminate this Contract in the event of the appointment of a
conservator or receiver for the Custodian by the appropriate
banking regulatory agency or upon the happening of a like event
at the direction of an appropriate regulatory agency or court of
competent jurisdiction.
Upon termination of the Contract, the Trust shall pay to the
Custodian such compensation as may be due as of the date of such
termination and shall likewise reimburse the Custodian for its
costs, expenses and disbursements.
10. Successor Custodian.
If a successor custodian shall be appointed by the Board of the
Trust, the Custodian shall, upon termination, deliver to such
successor custodian at the office of the Custodian, duly endorsed
and in the form for transfer, all securities then held by it
hereunder for each Fund and shall transfer to separate accounts
of the successor custodian all of each Fund's securities held in
a Securities System.
If no such successor custodian shall be appointed, the Custodian
shall, in like manner, upon receipt of a certified copy of a vote
of the Board of the Trust, deliver at the office of the Custodian
and transfer such securities, funds and other properties in
accordance with such vote.
In the event that no written order designating a successor
custodian or certified copy of a vote of the Board shall have
been delivered to the Custodian on or before the date when such
termination shall become effective, then the Custodian shall have
the right to deliver to a bank or trust company, which is a
"bank" as defined in the 1940 Act, (delete "doing business ...
Massachusetts" unless SSBT is the Custodian) doing business in
Boston, Massachusetts, of its own selection, having an aggregate
capital, surplus, and undivided profits, as shown by its last
published report, of not less than $100,000,000, all securities,
funds and other properties held by the Custodian and all
instruments held by the Custodian relative thereto and all other
property held by it under this Contract for each Fund and to
transfer to separate accounts of such successor custodian all of
each Fund's securities held in any Securities System.
Thereafter, such bank or trust company shall be the successor of
the Custodian under this Contract.
In the event that securities, funds and other properties remain
in the possession of the Custodian after the date of termination
hereof owing to failure of the Trust to procure the certified
copy of the vote referred to or of the Board to appoint a
successor custodian, the Custodian shall be entitled to fair
compensation for its services during such period as the Custodian
retains possession of such securities, funds and other properties
and the provisions of this Contract relating to the duties and
obligations of the Custodian shall remain in full force and
effect.
11. Interpretive and Additional Provisions.
In connection with the operation of this Contract, the Custodian
and the Trust may from time to time agree on such provisions
interpretive of or in addition to the provisions of this Contract
as may in their joint opinion be consistent with the general
tenor of this Contract. Any such interpretive or additional
provisions shall be in a writing signed by both parties and shall
be annexed hereto, provided that no such interpretive or
additional provisions shall contravene any applicable federal or
state regulations or any provision of the Declaration of
Trust/Articles of Incorporation. No interpretive or additional
provisions made as provided in the preceding sentence shall be
deemed to be an amendment of this Contract.
12. Massachusetts Law to Apply.
This Contract shall be construed and the provisions thereof
interpreted under and in accordance with laws of The Commonwealth
of Massachusetts.
13. Notices.
Except as otherwise specifically provided herein, Notices and
other writings delivered or mailed postage prepaid to the Trust
at Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-
3779, or to the Custodian at address for SSBT only: 225 Franklin
Street, Boston, Massachusetts, 02110, or to such other address as
the Trust or the Custodian may hereafter specify, shall be deemed
to have been properly delivered or given hereunder to the
respective address.
14. Counterparts.
This Contract may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original.
15. Limitations of Liability.
The Custodian is expressly put on notice of the limitation of
liability as set forth in Article XI of the Declaration of Trust
of those Trusts which are business trusts and agrees that the
obligations and liabilities assumed by the Trust and any Fund
pursuant to this Contract, including, without limitation, any
obligation or liability to indemnify the Custodian pursuant to
Section 8 hereof, shall be limited in any case to the relevant
Fund and its assets and that the Custodian shall not seek
satisfaction of any such obligation from the shareholders of the
relevant Fund, from any other Fund or its shareholders or from
the Trustees, Officers, employees or agents of the Trust, or any
of them. In addition, in connection with the discharge and
satisfaction of any claim made by the Custodian against the
Trust, for whatever reasons, involving more than one Fund, the
Trust shall have the exclusive right to determine the appropriate
allocations of liability for any such claim between or among the
Funds.
IN WITNESS WHEREOF, each of the parties has caused this instrument to
be executed in its name and behalf by its duly authorized
representative and its seal to be hereunder affixed effective as of
the 1st day of December, 1993.
ATTEST: INVESTMENT COMPANIES
/s/John G. McGonigle_________ By /s/John G. Donahue__________
John G. McGonigle John F. Donahue
Secretary Chairman
ATTEST: STATE STREET BANK AND TRUST
COMPANY
/s/ Ed McKenzie______________ By /s/ F. J. Sidoti,
Jr._____________
(Assistant) Secretary Typed Name: Frank J. Sidoti, Jr.
Typed Name: Ed McKenzie Title: Vice President
ATTEST: FEDERATED SERVICES COMPANY
/s/ Jeannette Fisher-Garber______ By /s/ James J. Dolan____________
Jeannette Fisher-Garber James J. Dolan
Secretary President
EXHIBIT 1
CONTRACT
DATE INVESTMENT COMPANY
12/01/94 Federated Institutional Trust
--
Exhibit 6(i) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
Federated Institutional Trust
DISTRIBUTOR'S CONTRACT
AGREEMENT made this 1st day of September, 1994, 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 1st day of September, 1994
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 1st day of
September, 1994.
ATTEST: Federated Institutional Trust
/s/ John W. McGonigle By: /s/ Glen R. Johnson
John W. McGonigle Secretary Glen R. Johnson President
(SEAL)
ATTEST:
Federated Securities Corp.
/s/ S. Elliott Cohan By: /s/ Edward C. Gonzales
S. Elliott Cohan SecretaryEdward C. Gonzales
Executive Vice President
(SEAL)
Federated Institutional Trust Page 08/03/95 ver. 1294v1
Exhibit 9(i) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
AGREEMENT
for
FUND ACCOUNTING,
SHAREHOLDER RECORDKEEPING,
and
CUSTODY SERVICES PROCUREMENT
AGREEMENT made as of December 1, 1994, by and between those
investment companies listed on Exhibit 1 as may be amended from time
to time, having their principal office and place of business at
Federated Investors Tower, Pittsburgh, PA 15222-3779 (the "Trust"),
on behalf of the portfolios (individually referred to herein as a
"Fund" and collectively as "Funds") of the Trust, and FEDERATED
SERVICES COMPANY, a Delaware business trust, having its principal
office and place of business at Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779 (the "Company").
WHEREAS, the Trust is registered as an open-end management
investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"), with authorized and issued shares of
capital stock or beneficial interest ("Shares"); and
WHEREAS, the Trust may desire to retain the Company to provide
certain pricing, accounting and recordkeeping services for each of
the Funds, including any classes of shares issued by any Fund
("Classes") if so indicated on Exhibit 1, and the Company is willing
to furnish such services; and
WHEREAS, the Trust may desire to appoint the Company as its
transfer agent, dividend disbursing agent if so indicated on Exhibit
1, and agent in connection with certain other activities, and the
Company desires to accept such appointment; and
WHEREAS, the Trust may desire to appoint the Company as its agent
to select, negotiate and subcontract for custodian services from an
approved list of qualified banks if so indicated on Exhibit 1, and
the Company desires to accept such appointment; and
WHEREAS, from time to time the Trust may desire and may instruct
the Company to subcontract for the performance of certain of its
duties and responsibilities hereunder to State Street Bank and Trust
Company or another agent (the "Agent"); and
WHEREAS, the words Trust and Fund may be used interchangeably for
those investment companies consisting of only one portfolio;
NOW THEREFORE, in consideration of the premises and mutual
covenants herein contained, and intending to be legally bound
hereby, the parties hereto agree as follows:
SECTION ONE: Fund Accounting.
Article 1. Appointment.
The Trust hereby appoints the Company to provide certain pricing
and accounting services to the Funds, and/or the Classes, for the
period and on the terms set forth in this Agreement. The Company
accepts such appointment and agrees to furnish the services herein
set forth in return for the compensation as provided in Article 3 of
this Section.
Article 2. The Company's Duties.
Subject to the supervision and control of the Trust's Board of
Trustees or Directors ("Board"), the Company will assist the Trust
with regard to fund accounting for the Trust, and/or the Funds,
and/or the Classes, and in connection therewith undertakes to
perform the following specific services;
A. Value the assets of the Funds using: primarily, market
quotations, including the use of matrix pricing, supplied by
the independent pricing services selected by the Company in
consultation with the adviser, or sources selected by the
adviser, and reviewed by the board; secondarily, if a
designated pricing service does not provide a price for a
security which the Company believes should be available by
market quotation, the Company may obtain a price by calling
brokers designated by the investment adviser of the fund
holding the security, or if the adviser does not supply the
names of such brokers, the Company will attempt on its own to
find brokers to price those securities; thirdly, for
securities for which no market price is available, the Pricing
Committee of the Board will determine a fair value in good
faith. Consistent with Rule 2a-4 of the 40 Act, estimates may
be used where necessary or appropriate. The Company's
obligations with regard to the prices received from outside
pricing services and designated brokers or other outside
sources, is to exercise reasonable care in the supervision of
the pricing agent. The Company is not the guarantor of the
securities prices received from such agents and the Company is
not liable to the Fund for potential errors in valuing a
Fund's assets or calculating the net asset value per share of
such Fund or Class when the calculations are based upon such
prices. All of the above sources of prices used as described
are deemed by the Company to be authorized sources of security
prices. The Company provides daily to the adviser the
securities prices used in calculating the net asset value of
the fund, for its use in preparing exception reports for those
prices on which the adviser has comment. Further, upon receipt
of the exception reports generated by the adviser, the Company
diligently pursues communication regarding exception reports
with the designated pricing agents.
B. Determine the net asset value per share of each Fund and/or
Class, at the time and in the manner from time to time
determined by the Board and as set forth in the Prospectus and
Statement of Additional Information ("Prospectus") of each
Fund;
C. Calculate the net income of each of the Funds, if any;
D. Calculate capital gains or losses of each of the Funds
resulting from sale or disposition of assets, if any;
E. Maintain the general ledger and other accounts, books and
financial records of the Trust, including for each Fund,
and/or Class, as required under Section 31(a) of the 1940 Act
and the Rules thereunder in connection with the services
provided by the Company;
F. Preserve for the periods prescribed by Rule 31a-2 under the
1940 Act the records to be maintained by Rule 31a-1 under the
1940 Act in connection with the services provided by the
Company. The Company further agrees that all such records it
maintains for the Trust are the property of the Trust and
further agrees to surrender promptly to the Trust such records
upon the Trust's request;
G. At the request of the Trust, prepare various reports or other
financial documents required by federal, state and other
applicable laws and regulations; and
H. Such other similar services as may be reasonably requested by
the Trust.
Article 3. Compensation and Allocation of Expenses.
A. The Funds will compensate the Company for its services
rendered pursuant to Section One of this Agreement in
accordance with the fees agreed upon from time to time between
the parties hereto. Such fees do not include out-of-pocket
disbursements of the Company for which the Funds shall
reimburse the Company upon receipt of a separate invoice. Out-
of-pocket disbursements shall include, but shall not be
limited to, the items agreed upon between the parties from
time to time.
B. The Fund and/or the Class, and not the Company, shall bear the
cost of: custodial expenses; membership dues in the Investment
Company Institute or any similar organization; transfer agency
expenses; investment advisory expenses; costs of printing and
mailing stock certificates, Prospectuses, reports and notices;
administrative expenses; interest on borrowed money; brokerage
commissions; taxes and fees payable to federal, state and
other governmental agencies; fees of Trustees or Directors of
the Trust; independent auditors expenses; Federated
Administrative Services and/or Federated Administrative
Services, Inc. legal and audit department expenses billed to
Federated Services Company for work performed related to the
Trust, the Funds, or the Classes; law firm expenses; or other
expenses not specified in this Article 3 which may be properly
payable by the Funds and/or classes.
C. The compensation and out-of-pocket expenses shall be accrued
by the Fund and shall be paid to the Company no less
frequently than monthly, and shall be paid daily upon request
of the Company. The Company will maintain detailed information
about the compensation and out-of-pocket expenses by Fund and
Class.
D. Any schedule of compensation agreed to hereunder, as may be
adjusted from time to time, shall be dated and signed by a
duly authorized officer of the Trust and/or the Funds and a
duly authorized officer of the Company.
E. The fee for the period from the effective date of this
Agreement with respect to a Fund or a Class to the end of the
initial month shall be prorated according to the proportion
that such period bears to the full month period. Upon any
termination of this Agreement before the end of any month, the
fee for such period shall be prorated according to the
proportion which such period bears to the full month period.
For purposes of determining fees payable to the Company, the
value of the Fund's net assets shall be computed at the time
and in the manner specified in the Fund's Prospectus.
F. The Company, in its sole discretion, may from time to time
subcontract to, employ or associate with itself such person or
persons as the Company may believe to be particularly suited
to assist it in performing services under this Section One.
Such person or persons may be third-party service providers,
or they may be officers and employees who are employed by both
the Company and the Funds. The compensation of such person or
persons shall be paid by the Company and no obligation shall
be incurred on behalf of the Trust, the Funds, or the Classes
in such respect.
SECTION TWO: Shareholder Recordkeeping.
Article 4. Terms of Appointment.
Subject to the terms and conditions set forth in this Agreement,
the Trust hereby appoints the Company to act as, and the Company
agrees to act as, transfer agent and dividend disbursing agent for
each Fund's Shares, and agent in connection with any accumulation,
open-account or similar plans provided to the shareholders of any
Fund ("Shareholder(s)"), including without limitation any periodic
investment plan or periodic withdrawal program.
As used throughout this Agreement, a "Proper Instruction" means a
writing signed or initialed by one or more person or persons as the
Board shall have from time to time authorized. Each such writing
shall set forth the specific transaction or type of transaction
involved. Oral instructions will be deemed to be Proper Instructions
if (a) the Company reasonably believes them to have been given by a
person previously authorized in Proper Instructions to give such
instructions with respect to the transaction involved, and (b) the
Trust, or the Fund, and the Company promptly cause such oral
instructions to be confirmed in writing. Proper Instructions may
include communications effected directly between electro-mechanical
or electronic devices provided that the Trust, or the Fund, and the
Company are satisfied that such procedures afford adequate
safeguards for the Fund's assets. Proper Instructions may only be
amended in writing.
Article 5. Duties of the Company.
The Company shall perform the following services in accordance
with Proper Instructions as may be provided from time to time by the
Trust as to any Fund:
A. Purchases
(1) The Company shall receive orders and payment for the
purchase of shares and promptly deliver payment and
appropriate documentation therefore to the custodian of
the relevant Fund, (the "Custodian"). The Company shall
notify the Fund and the Custodian on a daily basis of the
total amount of orders and payments so delivered.
(2) Pursuant to purchase orders and in accordance with the
Fund's current Prospectus, the Company shall compute and
issue the appropriate number of Shares of each Fund
and/or Class and hold such Shares in the appropriate
Shareholder accounts.
(3) For certificated Funds and/or Classes, if a Shareholder
or its agent requests a certificate, the Company, as
Transfer Agent, shall countersign and mail by first class
mail, a certificate to the Shareholder at its address as
set forth on the transfer books of the Funds, and/or
Classes, subject to any Proper Instructions regarding the
delivery of certificates.
(4) In the event that any check or other order for the
purchase of Shares of the Fund and/or Class is returned
unpaid for any reason, the Company shall debit the Share
account of the Shareholder by the number of Shares that
had been credited to its account upon receipt of the
check or other order, promptly mail a debit advice to the
Shareholder, and notify the Fund and/or Class of its
action. In the event that the amount paid for such Shares
exceeds proceeds of the redemption of such Shares plus
the amount of any dividends paid with respect to such
Shares, the Fund and/the Class or its distributor will
reimburse the Company on the amount of such excess.
B. Distribution
(1) Upon notification by the Funds of the declaration of any
distribution to Shareholders, the Company shall act as
Dividend Disbursing Agent for the Funds in accordance
with the provisions of its governing document and the
then-current Prospectus of the Fund. The Company shall
prepare and mail or credit income, capital gain, or any
other payments to Shareholders. As the Dividend
Disbursing Agent, the Company shall, on or before the
payment date of any such distribution, notify the
Custodian of the estimated amount required to pay any
portion of said distribution which is payable in cash and
request the Custodian to make available sufficient funds
for the cash amount to be paid out. The Company shall
reconcile the amounts so requested and the amounts
actually received with the Custodian on a daily basis. If
a Shareholder is entitled to receive additional Shares by
virtue of any such distribution or dividend, appropriate
credits shall be made to the Shareholder's account, for
certificated Funds and/or Classes, delivered where
requested; and
(2) The Company shall maintain records of account for each
Fund and Class and advise the Trust, each Fund and Class
and its Shareholders as to the foregoing.
C. Redemptions and Transfers
(1) The Company shall receive redemption requests and
redemption directions and, if such redemption requests
comply with the procedures as may be described in the
Fund Prospectus or set forth in Proper Instructions,
deliver the appropriate instructions therefor to the
Custodian. The Company shall notify the Funds on a daily
basis of the total amount of redemption requests
processed and monies paid to the Company by the Custodian
for redemptions.
(2) At the appropriate time upon receiving redemption
proceeds from the Custodian with respect to any
redemption, the Company shall pay or cause to be paid the
redemption proceeds in the manner instructed by the
redeeming Shareholders, pursuant to procedures described
in the then-current Prospectus of the Fund.
(3) If any certificate returned for redemption or other
request for redemption does not comply with the
procedures for redemption approved by the Fund, the
Company shall promptly notify the Shareholder of such
fact, together with the reason therefor, and shall effect
such redemption at the price applicable to the date and
time of receipt of documents complying with said
procedures.
(4) The Company shall effect transfers of Shares by the
registered owners thereof.
(5) The Company shall identify and process abandoned accounts
and uncashed checks for state escheat requirements on an
annual basis and report such actions to the Fund.
D. Recordkeeping
(1) The Company shall record the issuance of Shares of each
Fund, and/or Class, and maintain pursuant to applicable
rules of the Securities and Exchange Commission ("SEC") a
record of the total number of Shares of the Fund and/or
Class which are authorized, based upon data provided to
it by the Fund, and issued and outstanding. The Company
shall also provide the Fund on a regular basis or upon
reasonable request with the total number of Shares which
are authorized and issued and outstanding, but shall have
no obligation when recording the issuance of Shares,
except as otherwise set forth herein, to monitor the
issuance of such Shares or to take cognizance of any laws
relating to the issue or sale of such Shares, which
functions shall be the sole responsibility of the Funds.
(2) The Company shall establish and maintain records pursuant
to applicable rules of the SEC relating to the services
to be performed hereunder in the form and manner as
agreed to by the Trust or the Fund to include a record
for each Shareholder's account of the following:
(a) Name, address and tax identification number (and
whether such number has been certified);
(b) Number of Shares held;
(c) Historical information regarding the account,
including dividends paid and date and price for all
transactions;
(d) Any stop or restraining order placed against the
account;
(e) Information with respect to withholding in the case
of a foreign account or an account for which
withholding is required by the Internal Revenue
Code;
(f) Any dividend reinvestment order, plan application,
dividend address and correspondence relating to the
current maintenance of the account;
(g) Certificate numbers and denominations for any
Shareholder holding certificates;
(h) Any information required in order for the Company to
perform the calculations contemplated or required by
this Agreement.
(3) The Company shall preserve any such records required to
be maintained pursuant to the rules of the SEC for the
periods prescribed in said rules as specifically noted
below. Such record retention shall be at the expense of
the Company, and such records may be inspected by the
Fund at reasonable times. The Company may, at its option
at any time, and shall forthwith upon the Fund's demand,
turn over to the Fund and cease to retain in the
Company's files, records and documents created and
maintained by the Company pursuant to this Agreement,
which are no longer needed by the Company in performance
of its services or for its protection. If not so turned
over to the Fund, such records and documents will be
retained by the Company for six years from the year of
creation, during the first two of which such documents
will be in readily accessible form. At the end of the six
year period, such records and documents will either be
turned over to the Fund or destroyed in accordance with
Proper Instructions.
E. Confirmations/Reports
(1) The Company shall furnish to the Fund periodically the
following information:
(a) A copy of the transaction register;
(b) Dividend and reinvestment blotters;
(c) The total number of Shares issued and outstanding in
each state for "blue sky" purposes as determined
according to Proper Instructions delivered from time
to time by the Fund to the Company;
(d) Shareholder lists and statistical information;
(e) Payments to third parties relating to distribution
agreements, allocations of sales loads, redemption
fees, or other transaction- or sales-related
payments;
(f) Such other information as may be agreed upon from
time to time.
(2) The Company shall prepare in the appropriate form, file
with the Internal Revenue Service and appropriate state
agencies, and, if required, mail to Shareholders, such
notices for reporting dividends and distributions paid as
are required to be so filed and mailed and shall withhold
such sums as are required to be withheld under applicable
federal and state income tax laws, rules and regulations.
(3) In addition to and not in lieu of the services set forth
above, the Company shall:
(a) Perform all of the customary services of a transfer
agent, dividend disbursing agent and, as relevant,
agent in connection with accumulation, open-account
or similar plans (including without limitation any
periodic investment plan or periodic withdrawal
program), including but not limited to: maintaining
all Shareholder accounts, mailing Shareholder
reports and Prospectuses to current Shareholders,
withholding taxes on accounts subject to back-up or
other withholding (including non-resident alien
accounts), preparing and filing reports on U.S.
Treasury Department Form 1099 and other appropriate
forms required with respect to dividends and
distributions by federal authorities for all
Shareholders, preparing and mailing confirmation
forms and statements of account to Shareholders for
all purchases and redemptions of Shares and other
conformable transactions in Shareholder accounts,
preparing and mailing activity statements for
Shareholders, and providing Shareholder account
information; and
(b) provide a system which will enable the Fund to
monitor the total number of Shares of each Fund
and/or Class sold in each state ("blue sky
reporting"). The Fund shall by Proper Instructions
(i) identify to the Company those transactions and
assets to be treated as exempt from the blue sky
reporting for each state and (ii) verify the
classification of transactions for each state on the
system prior to activation and thereafter monitor
the daily activity for each state. The
responsibility of the Company for each Fund's and/or
Class's state blue sky registration status is
limited solely to the recording of the initial
classification of transactions or accounts with
regard to blue sky compliance and the reporting of
such transactions and accounts to the Fund as
provided above.
F. Other Duties
(1) The Company shall answer correspondence from Shareholders
relating to their Share accounts and such other
correspondence as may from time to time be addressed to
the Company;
(2) The Company shall prepare Shareholder meeting lists, mail
proxy cards and other material supplied to it by the Fund
in connection with Shareholder Meetings of each Fund;
receive, examine and tabulate returned proxies, and
certify the vote of the Shareholders;
(3) The Company shall establish and maintain facilities and
procedures for safekeeping of stock certificates, check
forms and facsimile signature imprinting devices, if any;
and for the preparation or use, and for keeping account
of, such certificates, forms and devices.
Article 6. Duties of the Trust.
A. Compliance
The Trust or Fund assume full responsibility for the
preparation, contents and distribution of their own and/or
their classes' Prospectus and for complying with all
applicable requirements of the Securities Act of 1933, as
amended (the "1933 Act"), the 1940 Act and any laws, rules and
regulations of government authorities having jurisdiction.
B. Share Certificates
The Trust shall supply the Company with a sufficient supply of
blank Share certificates and from time to time shall renew
such supply upon request of the Company. Such blank Share
certificates shall be properly signed, manually or by
facsimile, if authorized by the Trust and shall bear the seal
of the Trust or facsimile thereof; and notwithstanding the
death, resignation or removal of any officer of the Trust
authorized to sign certificates, the Company may continue to
countersign certificates which bear the manual or facsimile
signature of such officer until otherwise directed by the
Trust.
C. Distributions
The Fund shall promptly inform the Company of the declaration
of any dividend or distribution on account of any Fund's
shares.
Article 7. Compensation and Expenses.
A. Annual Fee
For performance by the Company pursuant to Section Two of this
Agreement, the Trust and/or the Fund agree to pay the Company
an annual maintenance fee for each Shareholder account as
agreed upon between the parties and as may be added to or
amended from time to time. Such fees may be changed from time
to time subject to written agreement between the Trust and the
Company. Pursuant to information in the Fund Prospectus or
other information or instructions from the Fund, the Company
may sub-divide any Fund into Classes or other sub-components
for recordkeeping purposes. The Company will charge the Fund
the same fees for each such Class or sub-component the same as
if each were a Fund.
B. Reimbursements
In addition to the fee paid under Article 7A above, the Trust
and/or Fund agree to reimburse the Company for out-of-pocket
expenses or advances incurred by the Company for the items
agreed upon between the parties, as may be added to or amended
from time to time. In addition, any other expenses incurred by
the Company at the request or with the consent of the Trust
and/or the Fund, will be reimbursed by the appropriate Fund.
C. Payment
The compensation and out-of-pocket expenses shall be accrued
by the Fund and shall be paid to the Company no less
frequently than monthly, and shall be paid daily upon request
of the Company. The Company will maintain detailed information
about the compensation and out-of-pocket expenses by Fund and
Class.
D. Any schedule of compensation agreed to hereunder, as may be
adjusted from time to time, shall be dated and signed by a
duly authorized officer of the Trust and/or the Funds and a
duly authorized officer of the Company.
Article 8. Assignment of Shareholder Recordkeeping.
Except as provided below, no right or obligation under this
Section Two may be assigned by either party without the written
consent of the other party.
A. This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and
assigns.
B. The Company may without further consent on the part of the
Trust subcontract for the performance hereof with (A) State
Street Bank and its subsidiary, Boston Financial Data
Services, Inc., a Massachusetts Trust ("BFDS"), which is duly
registered as a transfer agent pursuant to Section 17A(c)(1)
of the Securities Exchange Act of 1934, as amended, or any
succeeding statute ("Section 17A(c)(1)"), or (B) a BFDS
subsidiary duly registered as a transfer agent pursuant to
Section 17A(c)(1), or (C) a BFDS affiliate, or (D) such other
provider of services duly registered as a transfer agent under
Section 17A(c)(1) as Company shall select; provided, however,
that the Company shall be as fully responsible to the Trust
for the acts and omissions of any subcontractor as it is for
its own acts and omissions; or
C. The Company shall upon instruction from the Trust subcontract
for the performance hereof with an Agent selected by the
Trust, other than BFDS or a provider of services selected by
Company, as described in (2) above; provided, however, that
the Company shall in no way be responsible to the Trust for
the acts and omissions of the Agent.
SECTION THREE: Custody Services Procurement.
Article 9. Appointment.
The Trust hereby appoints Company as its agent to evaluate and
obtain custody services from a financial institution that (i) meets
the criteria established in Section 17(f) of the 1940 Act and (ii)
has been approved by the Board as eligible for selection by the
Company as a custodian (the "Eligible Custodian"). The Company
accepts such appointment.
Article 10. The Company and Its Duties.
Subject to the review, supervision and control of the Board, the
Company shall:
A. evaluate the nature and the quality of the custodial services
provided by the Eligible Custodian;
B. employ the Eligible Custodian to serve on behalf of the Trust
as Custodian of the Trust's assets substantially on the terms
set forth as the form of agreement in Exhibit 2;
C. negotiate and enter into agreements with the Custodians for
the benefit of the Trust, with the Trust as a party to each
such agreement. The Company shall not be a party to any
agreement with any such Custodian;
D. establish procedures to monitor the nature and the quality of
the services provided by the Custodians;
E. continuously monitor the nature and the quality of services
provided by the Custodians; and
F. periodically provide to the Trust (i) written reports on the
activities and services of the Custodians; (ii) the nature and
amount of disbursement made on account of the Trust with
respect to each custodial agreement; and (iii) such other
information as the Board shall reasonably request to enable it
to fulfill its duties and obligations under Sections 17(f) and
36(b) of the 1940 Act and other duties and obligations
thereof.
Article 11. Fees and Expenses.
A. Annual Fee
For the performance by the Company pursuant to Section Three
of this Agreement, the Trust and/or the Fund agree to pay the
Company an annual fee as agreed upon between the parties.
B. Reimbursements
In addition to the fee paid under Section 11A above, the Trust
and/or Fund agree to reimburse the Company for out-of-pocket
expenses or advances incurred by the Company for the items
agreed upon between the parties, as may be added to or amended
from time to time. In addition, any other expenses incurred by
the Company at the request or with the consent of the Trust
and/or the Fund, will be reimbursed by the appropriate Fund.
C. Payment
The compensation and out-of-pocket expenses shall be accrued
by the Fund and shall be paid to the Company no less
frequently than monthly, and shall be paid daily upon request
of the Company. The Company will maintain detailed information
about the compensation and out-of-pocket expenses by Fund.
D. Any schedule of compensation agreed to hereunder, as may be
adjusted from time to time, shall be dated and signed by a
duly authorized officer of the Trust and/or the Funds and a
duly authorized officer of the Company.
Article 12. Representations.
The Company represents and warrants that it has obtained all
required approvals from all government or regulatory authorities
necessary to enter into this arrangement and to provide the services
contemplated in Section Three of this Agreement.
SECTION FOUR: General Provisions.
Article 13. Documents.
A. In connection with the appointment of the Company under this
Agreement, the Trust shall file with the Company the following
documents:
(1) A copy of the Charter and By-Laws of the Trust and all
amendments thereto;
(2) A copy of the resolution of the Board of the Trust
authorizing this Agreement;
(3) Specimens of all forms of outstanding Share certificates
of the Trust or the Funds in the forms approved by the
Board of the Trust with a certificate of the Secretary of
the Trust as to such approval;
(4) All account application forms and other documents
relating to Shareholders accounts; and
(5) A copy of the current Prospectus for each Fund.
B. The Fund will also furnish from time to time the following
documents:
(1) Each resolution of the Board of the Trust authorizing the
original issuance of each Fund's, and/or Class's Shares;
(2) Each Registration Statement filed with the SEC and
amendments thereof and orders relating thereto in effect
with respect to the sale of Shares of any Fund, and/or
Class;
(3) A certified copy of each amendment to the governing
document and the By-Laws of the Trust;
(4) Certified copies of each vote of the Board authorizing
officers to give Proper Instructions to the Custodian and
agents for fund accountant, custody services procurement,
and shareholder recordkeeping or transfer agency
services;
(5) Specimens of all new Share certificates representing
Shares of any Fund, accompanied by Board resolutions
approving such forms;
(6) Such other certificates, documents or opinions which the
Company may, in its discretion, deem necessary or
appropriate in the proper performance of its duties; and
(7) Revisions to the Prospectus of each Fund.
Article 14. Representations and Warranties.
A. Representations and Warranties of the Company
The Company represents and warrants to the Trust that:
(1) It is a business trust duly organized and existing and in
good standing under the laws of the State of Delaware.
(2) It is duly qualified to carry on its business in the
State of Delaware.
(3) It is empowered under applicable laws and by its charter
and by-laws to enter into and perform this Agreement.
(4) All requisite corporate proceedings have been taken to
authorize it to enter into and perform its obligations
under this Agreement.
(5) It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties
and obligations under this Agreement.
(6) It is in compliance with federal securities law
requirements and in good standing as a transfer agent.
B. Representations and Warranties of the Trust
The Trust represents and warrants to the Company that:
(1) It is an investment company duly organized and existing
and in good standing under the laws of its state of
organization;
(2) It is empowered under applicable laws and by its Charter
and By-Laws to enter into and perform its obligations
under this Agreement;
(3) All corporate proceedings required by said Charter and By-
Laws have been taken to authorize it to enter into and
perform its obligations under this Agreement;
(4) The Trust is an open-end investment company registered
under the 1940 Act; and
(5) A registration statement under the 1933 Act will be
effective, and appropriate state securities law filings
have been made and will continue to be made, with respect
to all Shares of each Fund being offered for sale.
Article 15. Standard of Care and Indemnification.
A. Standard of Care
The Company shall be held to a standard of reasonable care in
carrying out the provisions of this Contract. The Company
shall be entitled to rely on and may act upon advice of
counsel (who may be counsel for the Trust) on all matters, and
shall be without liability for any action reasonably taken or
omitted pursuant to such advice, provided that such action is
not in violation of applicable federal or state laws or
regulations, and is in good faith and without negligence.
B. Indemnification by Trust
The Company shall not be responsible for and the Trust or Fund
shall indemnify and hold the Company, including its officers,
directors, shareholders and their agents employees and
affiliates, harmless against any and all losses, damages,
costs, charges, counsel fees, payments, expenses and
liabilities arising out of or attributable to:
(1) The acts or omissions of any Custodian, Adviser, Sub-
adviser or other party contracted by or approved by the
Trust or Fund,
(2) The reliance on or use by the Company or its agents or
subcontractors of information, records and documents in
proper form which
(a) are received by the Company or its agents or
subcontractors and furnished to it by or on behalf
of the Fund, its Shareholders or investors regarding
the purchase, redemption or transfer of Shares and
Shareholder account information;
(b) are received by the Company from independent pricing
services or sources for use in valuing the assets of
the Funds; or
(c) are received by the Company or its agents or
subcontractors from Advisers, Sub-advisers or other
third parties contracted by or approved by the Trust
of Fund for use in the performance of services under
this Agreement;
(d) have been prepared and/or maintained by the Fund or
its affiliates or any other person or firm on behalf
of the Trust.
(3) The reliance on, or the carrying out by the Company or
its agents or subcontractors of Proper Instructions of
the Trust or the Fund.
(4) The offer or sale of Shares in violation of any
requirement under the federal securities laws or
regulations or the securities laws or regulations of any
state that such Shares be registered in such state or in
violation of any stop order or other determination or
ruling by any federal agency or any state with respect to
the offer or sale of such Shares in such state.
Provided, however, that the Company shall not be
protected by this Article 15.A. from liability for any
act or omission resulting from the Company's willful
misfeasance, bad faith, negligence or reckless disregard
of its duties of failure to meet the standard of care set
forth in 15.A. above.
C. Reliance
At any time the Company may apply to any officer of the Trust
or Fund for instructions, and may consult with legal counsel
with respect to any matter arising in connection with the
services to be performed by the Company under this Agreement,
and the Company and its agents or subcontractors shall not be
liable and shall be indemnified by the Trust or the
appropriate Fund for any action reasonably taken or omitted by
it in reliance upon such instructions or upon the opinion of
such counsel provided such action is not in violation of
applicable federal or state laws or regulations. The Company,
its agents and subcontractors shall be protected and
indemnified in recognizing stock certificates which are
reasonably believed to bear the proper manual or facsimile
signatures of the officers of the Trust or the Fund, and the
proper countersignature of any former transfer agent or
registrar, or of a co-transfer agent or co-registrar.
D. Notification
In order that the indemnification provisions contained in this
Article 15 shall apply, upon the assertion of a claim for
which either party may be required to indemnify the other, the
party seeking indemnification shall promptly notify the other
party of such assertion, and shall keep the other party
advised with respect to all developments concerning such
claim. The party who may be required to indemnify shall have
the option to participate with the party seeking
indemnification in the defense of such claim. The party
seeking indemnification shall in no case confess any claim or
make any compromise in any case in which the other party may
be required to indemnify it except with the other party's
prior written consent.
Article 16. Termination of Agreement.
This Agreement may be terminated by either party upon one hundred
twenty (120) days written notice to the other. Should the Trust
exercise its rights to terminate, all out-of-pocket expenses
associated with the movement of records and materials will be borne
by the Trust or the appropriate Fund. Additionally, the Company
reserves the right to charge for any other reasonable expenses
associated with such termination. The provisions of Article 15 shall
survive the termination of this Agreement.
Article 17. Amendment.
This Agreement may be amended or modified by a written agreement
executed by both parties.
Article 18. Interpretive and Additional Provisions.
In connection with the operation of this Agreement, the Company
and the Trust may from time to time agree on such provisions
interpretive of or in addition to the provisions of this Agreement
as may in their joint opinion be consistent with the general tenor
of this Agreement. Any such interpretive or additional provisions
shall be in a writing signed by both parties and shall be annexed
hereto, provided that no such interpretive or additional provisions
shall contravene any applicable federal or state regulations or any
provision of the Charter. No interpretive or additional provisions
made as provided in the preceding sentence shall be deemed to be an
amendment of this Agreement.
Article 19. Governing Law.
This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the
Commonwealth of Massachusetts
Article 20. Notices.
Except as otherwise specifically provided herein, Notices and
other writings delivered or mailed postage prepaid to the Trust at
Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or
to the Company at Federated Investors Tower, Pittsburgh,
Pennsylvania, 15222-3779, or to such other address as the Trust or
the Company may hereafter specify, shall be deemed to have been
properly delivered or given hereunder to the respective address.
Article 21. Counterparts.
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original.
Article 22. Limitations of Liability of Trustees and Shareholders of
the Trust.
The execution and delivery of this Agreement have been authorized
by the Trustees of the Trust and signed by an authorized officer of
the Trust, acting as such, and neither such authorization by such
Trustees nor such execution and delivery by such officer shall be
deemed to have been made by any of them individually or to impose
any liability on any of them personally, and the obligations of this
Agreement are not binding upon any of the Trustees or Shareholders
of the Trust, but bind only the appropriate property of the Fund, or
Class, as provided in the Declaration of Trust.
Article 23. Limitations of Liability of Trustees and Shareholders of
the Company.
The execution and delivery of this Agreement have been authorized
by the Trustees of the Company and signed by an authorized officer
of the Company, acting as such, and neither such authorization by
such Trustees nor such execution and delivery by such officer shall
be deemed to have been made by any of them individually or to impose
any liability on any of them personally, and the obligations of this
Agreement are not binding upon any of the Trustees or Shareholders
of the Company, but bind only the property of the Company as
provided in the Declaration of Trust.
Article 24. Assignment.
This Agreement and the rights and duties hereunder shall not be
assignable with respect to the Trust or the Funds by either of the
parties hereto except by the specific written consent of the other
party.
Article 25. Merger of Agreement.
This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to
the subject hereof whether oral or written.
Article 26. Successor Agent.
If a successor agent for the Trust shall be appointed by the
Trust, the Company shall upon termination of this Agreement deliver
to such successor agent at the office of the Company all properties
of the Trust held by it hereunder. If no such successor agent shall
be appointed, the Company shall at its office upon receipt of Proper
Instructions deliver such properties in accordance with such
instructions.
In the event that no written order designating a successor agent
or Proper Instructions shall have been delivered to the Company on
or before the date when such termination shall become effective,
then the Company shall have the right to deliver to a bank or trust
company, which is a "bank" as defined in the 1940 Act, of its own
selection, having an aggregate capital, surplus, and undivided
profits, as shown by its last published report, of not less than
$2,000,000, all properties held by the Company under this Agreement.
Thereafter, such bank or trust company shall be the successor of the
Company under this Agreement.
Article 27. Force Majeure.
The Company shall have no liability for cessation of services
hereunder or any damages resulting therefrom to the Fund as a result
of work stoppage, power or other mechanical failure, natural
disaster, governmental action, communication disruption or other
impossibility of performance.
Article 28. Assignment; Successors.
This Agreement shall not be assigned by either party without the
prior written consent of the other party, except that either party
may assign to a successor all of or a substantial portion of its
business, or to a party controlling, controlled by, or under common
control with such party. Nothing in this Article 28 shall prevent
the Company from delegating its responsibilities to another entity
to the extent provided herein.
Article 29. Severability.
In the event any provision of this Agreement is held illegal,
void or unenforceable, the balance shall remain in effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed in their names and on their behalf under their seals
by and through their duly authorized officers, as of the day and
year first above written.
ATTEST: INVESTMENT COMPANIES
(listed on Exhibit 1)
/s/ John W. McGonigle_______ By:__/s/ John F. Donahue___
John W. McGonigle John F. Donahue
Secretary Chairman
ATTEST: FEDERATED SERVICES COMPANY
/s/ Jeannette Fisher-Garber By:_/s/ James J. Dolan_____
Jeannette Fisher-Garber James J. Dolan
Secretary President
EXHIBIT 1
CONTRACT
DATE INVESTMENT COMPANY
12/01/94 FEDERATED INSTITUTIONAL TRUST
12/01/94 Federated Institutional Short-Term Government Fund
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> Federated Institutional Trust
Federated Institutional Short Term Government
<PERIOD-TYPE> 12-mos
<FISCAL-YEAR-END> Jul-31-1995
<PERIOD-END> Jul-31-1995
<INVESTMENTS-AT-COST> 109,982
<INVESTMENTS-AT-VALUE> 109,982
<RECEIVABLES> 18
<ASSETS-OTHER> 3,092
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 113,092
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 12,937
<TOTAL-LIABILITIES> 12,937
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 100,155
<SHARES-COMMON-STOCK> 10,016
<SHARES-COMMON-PRIOR> 10,000
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 100,155
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 100,154
<PER-SHARE-NAV-BEGIN> 10.000
<PER-SHARE-NII> 0.000
<PER-SHARE-GAIN-APPREC> 0.000
<PER-SHARE-DIVIDEND> 0.000
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 10.000
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
