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<PAGE> PAGE 2
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<PAGE> PAGE 3
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<PAGE> PAGE 4
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SIGNATURE S.ELLIOTT COHAN
TITLE ASST.GENERAL COUNCIL
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000946868
<NAME> FEDERATED US GOVT SECURITIES FUND 5-10 Yrs
<SERIES>
<NUMBER> 001
<NAME> FEDERATED US GOVT SECURITIES FUND 5-10 YRS - INSTITUTIONAL SHARES
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-28-1999
<PERIOD-END> AUG-31-1998
<INVESTMENTS-AT-COST> 77,219,917
<INVESTMENTS-AT-VALUE> 80,239,980
<RECEIVABLES> 1,046,726
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 41,634
<TOTAL-ASSETS> 81,328,340
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 469,631
<TOTAL-LIABILITIES> 469,631
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 77,512,775
<SHARES-COMMON-STOCK> 6,150,021
<SHARES-COMMON-PRIOR> 3,886,323
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (5,900)
<ACCUMULATED-NET-GAINS> 331,771
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 3,020,063
<NET-ASSETS> 80,858,709
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,670,786
<OTHER-INCOME> 0
<EXPENSES-NET> (94,273)
<NET-INVESTMENT-INCOME> 1,576,513
<REALIZED-GAINS-CURRENT> 247,547
<APPREC-INCREASE-CURRENT> 1,954,709
<NET-CHANGE-FROM-OPS> 3,778,769
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,460,153
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,516,814
<NUMBER-OF-SHARES-REDEEMED> (2,297,399)
<SHARES-REINVESTED> 44,283
<NET-CHANGE-IN-ASSETS> 38,968,919
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 84,224
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 143,199
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 402,278
<AVERAGE-NET-ASSETS> 52,120,916
<PER-SHARE-NAV-BEGIN> 10.220
<PER-SHARE-NII> 0.290
<PER-SHARE-GAIN-APPREC> 0.310
<PER-SHARE-DIVIDEND> (0.290)
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<PER-SHARE-NAV-END> 10.530
<EXPENSE-RATIO> 0.30
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000946868
<NAME> FEDERATED US GOVT SECURITIES FUND 5-10 YRS
<SERIES>
<NUMBER> 002
<NAME> FEDERATED US GOVT SECURITIES FUND 5-10 YRS - INSTITUTIOAL SERVICE SHARES
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-28-1999
<PERIOD-END> AUG-31-1998
<INVESTMENTS-AT-COST> 77,219,917
<INVESTMENTS-AT-VALUE> 80,239,980
<RECEIVABLES> 1,046,726
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 41,634
<TOTAL-ASSETS> 81,328,340
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 469,631
<TOTAL-LIABILITIES> 469,631
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 77,512,775
<SHARES-COMMON-STOCK> 1,532,230
<SHARES-COMMON-PRIOR> 213,116
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (5,900)
<ACCUMULATED-NET-GAINS> 331,771
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 3,020,063
<NET-ASSETS> 80,858,709
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,670,786
<OTHER-INCOME> 0
<EXPENSES-NET> (94,273)
<NET-INVESTMENT-INCOME> 1,576,513
<REALIZED-GAINS-CURRENT> 247,547
<APPREC-INCREASE-CURRENT> 1,954,709
<NET-CHANGE-FROM-OPS> 3,778,769
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 122,260
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,397,248
<NUMBER-OF-SHARES-REDEEMED> (83,010)
<SHARES-REINVESTED> 4,876
<NET-CHANGE-IN-ASSETS> 38,968,919
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 84,224
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 143,199
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 402,278
<AVERAGE-NET-ASSETS> 4,690,867
<PER-SHARE-NAV-BEGIN> 10.220
<PER-SHARE-NII> 0.270
<PER-SHARE-GAIN-APPREC> 0.310
<PER-SHARE-DIVIDEND> (0.270)
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<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 10.530
<EXPENSE-RATIO> 0.61
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<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
Item 77Q
Amendments to Bylaws
Federated U.S. Government Securities Fund: 5-10 Years
Amendment #1
to the By-Laws
(effective February 23, 1998)
Delete Sections 1, 2 and 3 of Article I, OFFICERS AND THEIR
ELECTION, and replace with:
Section 1. Officers. The Officers of the Trust shall
be a President, one or more Vice Presidents, a
Treasurer, and a Secretary. The Board of Trustees, in
its discretion, may also elect or appoint a Chairman
of the Board of Trustees (who must be a Trustee) and
other Officers or agents, including one or more
Assistant Vice Presidents, one or more Assistant
Secretaries, and one or more Assistant Treasurers. A
Vice President, the Secretary or the Treasurer may
appoint an Assistant Vice President, an Assistant
Secretary or an Assistant Treasurer, respectively, to
serve until the next election of Officers. Two or
more offices may be held by a single person except the
offices of President and Vice President may not be
held by the same person concurrently. It shall not be
necessary for any Trustee or any Officer to be a
holder of shares in any Series or Class of the Trust.
Section 2. Election of Officers. The Officers shall
be elected annually by the Trustees. Each Officer
shall hold office for one year and until the election
and qualification of his successor, or until earlier
resignation or removal. The Chairman of the Board of
Trustees, if there is one, shall be elected annually
by and from the Trustees, and serve until a successor
is so elected and qualified, or until earlier
resignation or removal.
Section 3. Resignations and Removals and Vacancies.
Any Officer of the Trust may resign at any time by
filing a written resignation with the Board of
Trustees (or Chairman of the Trustees, if there is
one), with the President, or with the Secretary. Any
such resignation shall take effect at the time
specified therein or, if no time is specified, at the
time of receipt. Unless otherwise specified therein,
the acceptance of such resignation shall not be
necessary to make it effective. Any Officer elected
by the Board of Trustees or whose appointment has been
ratified by the Board of Trustees may be removed with
or without cause at any time by a majority vote of all
of the Trustees. Any other employee of the Trust may
be removed or dismissed at any time by the President.
Any vacancy in any of the offices, whether by
resignation, removal or otherwise, may be filled for
the unexpired portion of the term by the President. A
vacancy in the office of Assistant Vice President may
be filled by a Vice President; in the office of
Assistant Secretary by the Secretary; or in the office
of Assistant Treasurer by the Treasurer. Any
appointment to fill any vacancy shall serve subject to
ratification by the Board of Trustees at its next
regular meeting.
Federated U.S. Government Securities Fund: 5-10 Years
Amendment #2
to the By-Laws
(effective February 27, 1998)
Delete Section 5 Proxies of Article IV Shareholders' Meetings,
and replace with the following:
Section 5. Proxies. Any shareholder entitled to vote
at any meeting of shareholders may vote either in
person, by telephone, by electronic means including
facsimile, or by proxy, but no proxy which is dated
more than six months before the meeting named therein
shall be accepted unless otherwise provided in the
proxy. Every proxy shall be in writing, subscribed by
the shareholder or his duly authorized agent or be in
such other form as may be permitted by law, including
documents conveyed by electronic transmission. Every
proxy shall be dated, but need not be sealed,
witnessed or acknowledged. The placing of a
shareholder's name on a proxy or authorizing another
to act as the shareholder's agent, pursuant to
telephone or electronically transmitted instructions
obtained in accordance with procedures reasonably
designed to verify that such instructions have been
authorized by such shareholder, shall constitute
execution of a proxy by or on behalf of such
shareholder. Where Shares are held of record by more
than one person, any co-owner or co-fiduciary may
execute the proxy or give authority to an agent,
unless the Secretary of the Trust is notified in
writing by any co-owner or co-fiduciary that the
joinder of more than one is to be required. All
proxies shall be filed with and verified by the
Secretary or an Assistant Secretary of the Trust, or
the person acting as Secretary of the Meeting. Unless
otherwise specifically limited by their term, all
proxies shall entitle the holders thereof to vote at
any adjournment of such meeting but shall not be valid
after the final adjournment of such meeting.
Federated U.S. Government Securities Fund: 5-10 Years
Amendment #3
to the By-Laws
(effective May 12, 1998)
Strike Section 3 - Place of Meeting of Article IV - Shareholders'
Meetings and replace it with the following:
Section 3. Place of Meeting. Meetings of the
shareholders of the Trust or a particular Series or
Class shall be held at such place within or without
The Commonwealth of Massachusetts as may be fixed from
time to time by resolution of the Trustees.
Strike Section 6 - Place of Meeting of Article V - Trustees'
Meetings and replace it with the following:
Section 6. Place of Meeting. Meetings of the
Trustees shall be held at such place within or without
The Commonwealth of Massachusetts as fixed from time
to time by resolution of the Trustees, or as the
person or persons requesting said meeting to be called
may designate, but any meeting may adjourn to any
other place.
BY-LAWS FEDERATED U.S. GOVERNMENT SECURITIES FUND: 5-10 YEARS
TABLE OF CONTENTS
Page
ARTICLE I: OFFICERS AND THEIR ELECTION 1
Section 1 Officers 1
Section 2 Election of Officers 1
Section 3 Resignations and Removals and Vacancies 1
ARTICLE II: POWERS AND DUTIES OF TRUSTEES AND OFFICERS 1
Section 1 Trustees 1
Section 2 Chairman of the Trustees ("Chairman") 1
Section 3 President 2
Section 4 Vice President 2
Section 5 Secretary . 2
Section 6 Treasurer 2
Section 7 Assistant Vice President 3
Section 8 Assistant Secretaries and Assistant Treasurers 3
Section 9 Salaries 3
ARTICLE III: POWERS AND DUTIES OF THE EXECUTIVE AND OTHER
COMMITTEES 3
Section 1 Executive and Other Committees 3
Section 2 Vacancies in Executive Committee 3
Section 3 Executive Committee to Report to Trustees 3
Section 4 Procedure of Executive Committee 3
Section 5 Powers of Executive Committee 3
Section 6 Compensation 4
Section 7 Action by Unanimous Consent of the Board of
Trustees, Executive
Committee or Other Committee 4
ARTICLE IV: SHAREHOLDERS' MEETINGS 4
Section 1 Special Meetings 4
Section 2 Notices 4
Section 3 Place of Meeting 4
Section 4 Action by Consent 4
Section 5 Proxies 5
Page
ARTICLE V: TRUSTEES' MEETINGS 5
Section 1 Number and Qualifications of Trustees 5
Section 2 Special Meetings 5
Section 3 Regular Meetings 5
Section 4 Quorum and Vote 5
Section 5 Notices 5
Section 6 Place of Meeting 6
Section 7 Teleconference Meetings; Action by Consent 6
Section 8 Special Action 6
Section 9 Compensation of Trustees 6
ARTICLE VI: SHARES 6
Section 1 Certificates 6
Section 2 Transfer of Shares 7
Section 3 Equitable Interest Not Recognized 7
Section 4 Lost, Destroyed or Mutilated Certificates 7
Section 5 Transfer Agent and Registrar: Regulations 7
ARTICLE VII: INSPECTION OF BOOKS 7
ARTICLE VIII: AGREEMENTS, CHECKS, DRAFTS, ENDORSEMENTS, ETC 7
Section 1 Agreements, Etc 7
Section 2 Checks, Drafts, Etc 8
Section 3 Endorsements, Assignments and Transfer of Securities 8
Section 4 Evidence of Authority 8
ARTICLE IX: INDEMNIFICATION OF TRUSTEES AND OFFICERS 8
Section 1 General 8
Section 2 Compromise Payment 9
Section 3 Indemnification Not Exclusive; Definitions 9
ARTICLE X: SEAL 10
ARTICLE XI: FISCAL YEAR 10
ARTICLE XII: AMENDMENTS 10
Page
ARTICLE XIII: WAIVERS OF NOTICE 10
ARTICLE XIV: REPORT TO SHAREHOLDERS 11
ARTICLE XV: BOOKS AND RECORDS 11
ARTICLE XVI: TERMS 11
FEDERATED U.S. GOVERNMENT SECURITIES FUND: 5-10 YEARS
BY-LAWS
ARTICLE I
OFFICERS AND THEIR ELECTION
Section 1. Officers. The officers of the Trust shall be elected by the
Board
of Trustees, and shall be a President, one or more Vice Presidents, a
Treasurer, a Secretary and such other officers as the Trustees may from time
to time elect. The Board of Trustees, in its discretion, may also elect a
Chairman of the Board of Trustees (who must be a Trustee). It shall not be
necessary for any Trustee or other officer to be a holder of shares in any
Series or Class of the Trust.
Section 2. Election of Officers. The President, Vice President(s),
Treasurer and Secretary shall be elected annually by the Trustees, and serve
until a successor is so elected and qualified, or until earlier resignation
or removal. The Chairman of the Trustees,if there is one, shall be elected
annually by
and from the Trustees, and serve until a successor is so elected and
qualified, or until earlier resignation or removal. Two or more offices may
be held by a single person except the offices of President and Secretary.
The officers shall hold office until their successors are elected and
qualified.
Section 3. Resignations and Removals and Vacancies. Any officer of the
Trust may resign by filing a written resignation with the President (or
Chairman, if there is one) of the Trustees or with the Trustees or with the
Secretary, which shall take effect on being so filed or at such time as may
be therein specified. The Trustees may remove any officer, with or without
cause, by a majority vote
of all of the Trustees. The Trustees may fill any vacancy created in any
office whether by resignation, removal or otherwise, subject to the
limitations of the Investment Company Act of 1940.
ARTICLE II
POWERS AND DUTIES OF TRUSTEES AND OFFICERS
Section 1. Trustees. The business and affairs of the Trust shall be
managed
by the Trustees, and they shall have all powers necessary and desirable to
carry out that responsibility.
Section 2. Chairman of the Trustees ("Chairman"). The Chairman, if there
be
a Chairman, shall preside at the meetings of Shareholders and of the Board
of Trustees. He shall have general supervision over the business of the
Trust
and policies of the Trust. He shall employ and define the duties of all
employees of the Trust, shall have power to discharge any such employees,
shall exercise general supervision over the affairs of the Trust and shall
perform
such other duties as may be assigned to him from time to time by the
Trustees. The Chairman shall appoint a Trustee or officer to preside at such
meetings in his absence.
Section 3. President. The President shall be the chief executive officer
of
the Trust. The President, in the absence of the Chairman, or if there is no
Chairman, shall perform all duties and may exercise any of the powers of
the Chairman subject to the control of the Trustees. He shall counsel and
advise
the Chairman and shall perform such other duties as may be assigned to him
from time to time by the Trustees, the Chairman or the Executive Committee.
The President shall have the power to appoint one or more Assistant
Secretaries or other junior officers, subject to ratification of such
appointments by the Board. The President shall have the power to sign, in
the name of and on
behalf of the Trust, powers of attorney, proxies, waivers of notice of
meeting,
consents and other instruments relating to securities or other property
owned
by the Trust, and may, in the name of and on behalf of the Trust, take all
such action as the President may deem advisable in entering into agreements
to purchase securities or other property in the ordinary course of business,
and
to sign representation letters in the course of buying securities or other
property.
Section 4. Vice President. The Vice President (or if more than one, the
senior Vice President) in the absence of the President shall perform all
duties and may exercise any of the powers of the President subject to the
control of
the Trustees. Each Vice President shall perform such other duties as may be
assigned to him from time to time by the Trustees, the Chairman, the
President, or the Executive Committee. Each Vice President shall be
authorized to sign documents on behalf of the Trust. The Vice President
shall have the power to sign, in the name of and on behalf of the Trust and
subject to Article VIII, Section 1, powers of attorney, proxies, waivers of
notice of meeting, consents and other instruments relating to securities or
other property owned by the Trust, and may, in the name of and on behalf of
the Trust, take all such action as the Vice President may deem advisable in
entering into agreements to
purchase securities or other property in the ordinary course of business,
and
to sign representation letters in the course of buying securities or other
property.
Section 5. Secretary. The Secretary shall keep or cause to be kept in
books provided for that purpose the Minutes of the Meetings of Shareholders
and of
the Trustees; shall see that all Notices are duly given in accordance with
the provisions of these By-Laws and as required by law; shall be custodian
of the records and of the Seal of the Trust (if there be a Seal) and see
that the Seal is affixed to all documents, the execution of which on behalf
of the Trust
under its Seal is duly authorized; shall keep directly or through a transfer
agent a register of the post office address of each shareholder of each
Series
or Class of the Trust, and make all proper changes in such register,
retaining and filing his authority for such entries; shall see that the
books, reports, statements, certificates and all other documents and records
required by law are properly kept and filed; and in general shall perform
all duties incident to the Office of Secretary and such other duties as may
from time to time be assigned
to him by the Trustees, Chairman, the President, or the Executive Committee.
Section 6. Treasurer. The Treasurer shall be the principal financial and
accounting officer of the Trust responsible for the preparation and
maintenance of the financial books and records of the Trust. He shall
deliver all funds and securities belonging to any Series or Class to such
custodian or sub-custodian
as may be employed by the Trust for any Series or Class. The Treasurer
shall perform such duties additional to the foregoing as the Trustees,
Chairman, the President or the Executive Committee may from time to time
designate.
Section 7. Assistant Vice President. The Assistant Vice President or Vice
Presidents of the Trust shall have such authority and perform such duties as
may be assigned to them by the Trustees, the Executive Committee, the
President, or the Chairman.
Section 8. Assistant Secretaries and Assistant Treasurers. The Assistant
Secretary or Secretaries and the Assistant Treasurer or Treasurers shall
perform the duties of the Secretary and of the Treasurer, respectively, in
the absence
of those Officers and shall have such further powers and perform such other
duties as may be assigned to them respectively by the Trustees or the
Executive Committee, the President, or the Chairman.
Section 9. Salaries. The salaries of the Officers shall be fixed from time
to time by the Trustees. No officer shall be prevented from receiving such
salary by reason of the fact that he is also a Trustee.
ARTICLE III
POWERS AND DUTIES OF THE EXECUTIVE AND OTHER COMMITTEES
Section 1. Executive and Other Committees. The Trustees may elect from
their own number an Executive Committee to consist of not less than two
members. The Executive Committee shall be elected by a resolution passed by
a vote of at
least a majority of the Trustees then in office. The Trustees may also
elect from their own number other committees from time to time, the number
composing such committees and the powers conferred upon the same to be
determined by vote of the Trustees. Any committee may make rules for the
conduct of its business.
Section 2. Vacancies in Executive Committee. Vacancies occurring in the
Executive Committee from any cause shall be filled by the Trustees by a
resolution passed by the vote of at least a majority of the Trustees then in
office.
Section 3. Executive Committee to Report to Trustees. All action by the
Executive Committee shall be reported to the Trustees at their meeting next
succeeding such action.
Section 4. Procedure of Executive Committee. The Executive Committee shall
fix its own rules of procedure not inconsistent with these By-Laws or with
any directions of the Trustees. It shall meet at such times and places and
upon
such notice as shall be provided by such rules or by resolution of the
Trustees. The presence of a majority shall constitute a quorum for the
transaction of business, and in every case an affirmative vote of a majority
of all the
members of the Committee present shall be necessary for the taking of any
action.
Section 5. Powers of Executive Committee. During the intervals between the
Meetings of the Trustees, the Executive Committee, except as limited by the
By-Laws of the Trust or by specific directions of the Trustees, shall
possess
and may exercise all the powers of the Trustees in the management and
direction of the business and conduct of the affairs of the Trust in such
manner as the Executive Committee shall deem to be in the best interests of
the Trust, and shall have power to authorize the Seal of the Trust (if there
is one) to be affixed to all instruments and documents requiring same.
Notwithstanding the foregoing, the Executive Committee shall not have the
power to elect or remove Trustees, increase or decrease the number of
Trustees, elect or remove any Officer, declare dividends, issue shares or
recommend to shareholders any
action requiring shareholder approval.
Section 6. Compensation. The members of any duly appointed committee shall
receive such compensation and/or fees as from time to time may be fixed by
the Trustees.
Section 7. Action by Consent of the Board of Trustees, Executive Committee
or Other Committee. Subject to Article V, Section 2 of these By-Laws, any
action required or permitted to be taken at any meeting of the Trustees,
Executive Committee or any other duly appointed Committee may be taken
without a meeting
if consents in writing setting forth such action are signed by all members
of
the Board or such committee and such consents are filed with the records of
the Trust. In the event of the death, removal, resignation or incapacity of
any Board or committee member prior to that Trustee signing such consent,
the remaining Board or committee members may re-constitute themselves as the
entire Board or committee until such time as the vacancy is filled in order
to fulfill the requirement that such consents be signed by all members of
the Board or committee.
ARTICLE IV
SHAREHOLDERS' MEETINGS
Section 1. Special Meetings. A special meeting of the shareholders of the
Trust or of a particular Series or Class shall be called by the Secretary
whenever ordered by the Trustees, the Chairman or requested in writing by
the holder or holders of at least one-tenth of the outstanding shares of the
Trust
or of the relevant Series or Class, entitled to vote. If the Secretary,
when
so ordered or requested, refuses or neglects for more than two days to call
such special meeting, the Trustees, Chairman or the shareholders so
requesting may,
in the name of the Secretary, call the meeting by giving notice thereof in
the manner required when notice is given by the Secretary.
Section 2. Notices. Except as above provided, notices of any special
meeting
of the shareholders of the Trust or a particular Series or Class, shall be
given by the Secretary by delivering or mailing, postage prepaid, to each
shareholder entitled to vote at said meeting, a written or printed
notification of such meeting, at least seven business days before the
meeting, to such address as
may be registered with the Trust by the shareholder. No notice of any
meeting
to shareholders need be given to a shareholder if a written waiver of
notice, executed before or after the meeting by such shareholder or his or
her attorney that is duly authorized, is filed with the records of the
meeting. Notice may
be waived as provided in Article XIII of these By-Laws.
Section 3. Place of Meeting. Meetings of the shareholders of the Trust or
a particular Series or Class, shall be held at the principal place of
business
of the Trust in Pittsburgh, Pennsylvania, or at such place within or without
The Commonwealth of Massachusetts as fixed from time to time by resolution
of
the Trustees.
Section 4. Action by Consent. Any action required or permitted to be taken
at any meeting of shareholders may be taken without a meeting, if a consent
in writing, setting forth such action, is signed by a majority of the
shareholders entitled to vote on the subject matter thereof, and such
consent
is filed with the records of the Trust.
Section 5. Proxies. Any shareholder entitled to vote at any meeting of
shareholders may vote either in person, by telephone, by electronic means
including facsimile, or by proxy. Every written proxy shall be subscribed
by
the shareholder or his duly authorized attorney and dated, but need not be
sealed, witnessed or acknowledged. All proxies shall be filed with and
verified by the Secretary or an Assistant Secretary of the Trust or, the
person acting as Secretary of the Meeting.
ARTICLE V
TRUSTEES' MEETINGS
Section 1. Number and Qualifications of Trustees. The number of Trustees
can
be changed from time to time by a majority of the Trustees to not less than
three nor more than twenty. The term of office of a Trustee shall not be
affected by any decrease in the number of Trustees made by the Trustees
pursuant to the foregoing authorization. Each Trustee shall hold office for
the life of the Trust, or as otherwise provided in the Declaration of Trust.
Section 2. Special Meetings. Special meetings of the Trustees shall be
called by the Secretary at the written request of the Chairman, the
President,
or any Trustee, and if the Secretary when so requested refuses or fails for
more than twenty-four hours to call such meeting, the Chairman, the
President, or
such Trustee may in the name of the Secretary call such meeting by giving
due notice in the manner required when notice is given by the Secretary.
Section 3. Regular Meetings. Regular meetings of the Trustees may be held
without call or notice at such places and at such times as the Trustees may
from time to time determine, provided that any Trustee who is absent when
such determination is made shall be given notice of the determination.
Section 4. Quorum and Vote. A majority of the Trustees shall constitute a
quorum for the transaction of business. The act of a majority of the
Trustees present at any meeting at which a quorum is present shall be the
act
of the Trustees unless a greater proportion is required by the Declaration
of Trust or these By-Laws or applicable law. In the absence of a quorum, a
majority of the Trustees present may adjourn the meeting from time to time
until a quorum shall be present. Notice of any adjourned meeting need not
be given.
Section 5. Notices. The Secretary or any Assistant Secretary shall give,
at least two days before the meeting, notice of each meeting of the Board of
Trustees, whether Annual, Regular or Special, to each member of the Board by
mail, telegram, telephone or electronic facsimile to his last known address.
It shall not be necessary to state the purpose or business to be transacted
in the notice of any meeting unless otherwise required by law. Personal
attendance at any meeting by a Trustee other than to protest the validity of
said meeting shall constitute a waiver of the foregoing requirement of
notice. In addition, notice of a meeting need not be given if a written
waiver of notice executed by such Trustee before or after the meeting is
filed with the records
of the meeting.
Section 6. Place of Meeting. Meetings of the Trustees shall be held at the
principal place of business of the Trust in Pittsburgh, Pennsylvania, or at
such place within or without The Commonwealth of Massachusetts as fixed from
time to time by resolution of the Trustees, or as the person or persons
requesting said meeting to be called may designate, but any meeting may
adjourn to any other place.
Section 7. Teleconference Meetings; Action by Consent. Except as otherwise
provided herein or from time to time in the 1940 Act or in the Declaration
of Trust, any action to be taken by the Trustees may be taken by a majority
of
the Trustees within or without Massachusetts, including any meeting held by
means of a conference telephone or other communications equipment by means
of which all persons participating in the meeting can communicate with each
other simultaneously, and participation by such means shall constitute
presence in person at a meeting. Any action by the Trustees may be taken
without a meeting if a written consent thereto is signed by all the Trustees
and filed with the records of the Trustees' meetings. Such consent shall be
treated as a vote of the Trustees for all purposes.Written consents may be
executed in counterparts, which when taken together, constitute a validly
executed consent of the
Trustees.
Section 8. Special Action. When all the Trustees shall be present at any
meeting, however called, or whenever held, or shall assent to the holding of
the meeting without notice, or after the meeting shall sign a written assent
thereto on the record of such meeting, the acts of such meeting shall be
valid
as if such meeting had been regularly held.
Section 9. Compensation of Trustees. The Trustees may receive a stated
salary for their services as Trustees, and by resolution of Trustees a fixed
fee and expenses of attendance may be allowed for attendance at each
Meeting. Nothing herein contained shall be construed to preclude any
Trustee from serving the Trust in any other capacity, as an officer, agent
or otherwise, and
receiving compensation therefor.
ARTICLE VI
SHARES
Section 1. Certificates. If certificates for shares are issued, all
certificates for shares shall be signed by the Chairman, President or any
Vice President and by the Treasurer or Secretary or any Assistant Treasurer
or Assistant Secretary and sealed with the seal of the Trust, if the Trust
has a seal. The signatures may be either manual or facsimile signatures and
the seal, if there is one, may be either facsimile or any other form of
seal.
Certificates for shares for which the Trust has appointed an independent
Transfer Agent and Registrar shall not be valid unless countersigned by such
Transfer Agent and registered by such Registrar. In case any officer who
has signed any certificate ceases to be an officer of the Trust before the
certificate is issued, the certificate may nevertheless be issued by the
Trust with the same effect as if the officer had not ceased to be such
officer as of the date of its issuance. Share certificates of each Series
or Class shall be
in such form not inconsistent with law or the Declaration of Trust or these
By-Laws as may be determined by the Trustees.
Section 2. Transfer of Shares. The shares of each Series and Class of the
Trust shall be transferable, so as to affect the rights of the Trust or any
Series or Class, only by transfer recorded on the books of the Trust or its
transfer agent, in person or by attorney.
Section 3. Equitable Interest Not Recognized. The Trust shall be entitled
to treat the holder of record of any share or shares of a Series or Class as
the absolute owner thereof and shall not be bound to recognize any equitable
or
other claim or interest in such share or shares of a Series or Class on the
part of any other person except as may be otherwise expressly provided by
law.
Section 4. Lost, Destroyed or Mutilated Certificates. In case any
certificate for shares is lost, mutilated or destroyed, the Trustees may
issue
a new certificate in place thereof upon indemnity to the relevant Series or
Class against loss and upon such other terms and conditions as the Trustees
may deem advisable.
Section 5. Transfer Agent and Registrar: Regulations. The Trustees shall
have power and authority to make all such rules and regulations as they may
deem expedient concerning the issuance, transfer and registration of
certificates for shares and may appoint a Transfer Agent and/or Registrar of
certificates for shares of each Series or Class, and may require all such
share certificates to bear the signature of such Transfer Agent and/or of
such Registrar.
ARTICLE VII
INSPECTION OF BOOKS
The Trustees shall from time to time determine whether and to what extent,
and
at what times and places, and under what conditions and regulations the
accounts and books of the Trust maintained on behalf of each Series and
Class or any of them shall be open to the inspection of the shareholders of
any Series or Class; and no shareholder shall have any right of inspecting
any account or book or document of the Trust except that, to the extent such
account or book or
document relates to the Series or Class in which he is a Shareholder or the
Trust generally, such Shareholder shall have such right of inspection as
conferred by laws or authorized by the Trustees or by resolution of the
Shareholders of the relevant Series or Class.
ARTICLE VIII
AGREEMENTS, CHECKS, DRAFTS, ENDORSEMENTS, ETC.
Section 1. Agreements, Etc. The Trustees or the Executive Committee may
authorize any Officer or Agent of the Trust to enter into any Agreement or
execute and deliver any instrument in the name of the Trust on behalf of any
Series or Class, and such authority may be general or confined to specific
instances; and, unless so authorized by the Trustees or by the Executive
Committee or by the Declaration of Trust or these By-Laws, no Officer, Agent
or Employee shall have any power or authority to bind the Trust by any
Agreement or engagement or to pledge its credit or to render it liable
pecuniarily for any purpose or for any amount.
Section 2. Checks, Drafts, Etc. All checks, drafts, or orders for the
payment of money, notes and other evidences of indebtedness shall be signed
by such Officers, Employees, or Agents, as shall from time to time be
designated by the Trustees or the Executive Committee, or as may be
specified in or pursuant to
the agreement between the Trust on behalf of any Series or Class and the
custodian appointed, pursuant to the provisions of the Declaration of Trust.
Section 3. Endorsements, Assignments and Transfer of Securities. All
endorsements, assignments, stock powers, other instruments of transfer or
directions for the transfer of portfolio securities or other property,
whether
or not registered in nominee form, shall be made by such Officers,
Employees,
or Agents as may be authorized by the Trustees or the Executive Committee.
Section 4. Evidence of Authority. Anyone dealing with the Trust shall be
fully justified in relying on a copy of a resolution of the Trustees or of
any committee thereof empowered to act in the premises which is certified as
true
by the Secretary or an Assistant Secretary under the seal of the Trust.
ARTICLE IX
INDEMNIFICATION OF TRUSTEES AND OFFICERS
Section 1. General. The Trust shall indemnify each of its Trustees and
officers (including persons who serve at the Trust's request as directors,
officers or trustees of another organization in which the Trust has any
interest as a shareholder, creditor or otherwise) (hereinafter referred to
as
a "Covered Person") against all liabilities and expenses, including but not
limited to amounts paid in satisfaction of judgments, in compromise or as
fines and penalties, and counsel fees reasonably incurred by any Covered
Person in connection with the defense or disposition of any action, suit or
other proceeding, whether civil, criminal, administrative, or investigative,
and any appeal therefrom, before any court or administrative or legislative
body, in which such Covered Person may be or may have been involved as a
party
or otherwise or with which such person may be or may have been threatened,
while in office or thereafter, by reason of being or having been such a
Covered Person, except that no Covered Person shall be indemnified against
any
liability to the Trust or its Shareholders to which such Covered Person
would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct
of such Covered Person's office.Expenses, including counsel fees so incurred
by any
such Covered Person (but excluding amounts paid in satisfaction of
judgments,
in compromise or as fines or penalities), may be paid from time to time by
the
Trust in advance of the final disposition of any such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such Covered
Person to repay amounts so paid to the Trust if it is ultimately determined
that indemnification of such expenses is not authorized under this Article,
provided that (a) such Covered Person shall provide security for his
undertaking, (b) the Trust shall
be insured against losses arising by reason of such Covered Person's failure
to fulfill his undertaking or (c) a majority of the non-party Trustees who
are not interested persons of the Trust (provided that a majority of such
Trustees then in office act on the matter), or independent legal counsel in
a written
opinion, shall determine, based on a review of readily available facts (but
not
a full trial-type inquiry), that there is reason to believe such Covered
Person ultimately will be entitled to indemnification.
Section 2. Compromise Payment. As to any matter disposed of (whether by a
compromise payment, pursuant to a consent decree or otherwise) without an
adjudication in a decision on the merits by a court, or by any other body
before which the proceeding was brought, that such Covered Person is liable
to the Trust or its Shareholders by reason of willful misfeasance, bad
faith,
gross negligence or reckless disreagrd of the duties involved in the conduct
of such Covered Person's office, indemnification shall be provided if (a)
approved as in the best interest of the Trust, after notice that it involves
such indemnification, by at least a majority of non-party Trustees who are
not interested persons of the Trust (provided that a majority of such
Trustees then in office act on the matter), upon a determination, based upon
a review of readily available facts (but not a full trial-type inquiry) that
such Covered Person is not liable to the Trust or its Shareholders by reason
of willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of such Covered Person's office, or (b)
there has been obtained an opinion in writing of independent legal counsel,
based upon a
review of readily available facts (but not a full trial-type inquiry) to the
effect that such indemnification would not protect such Covered Person
against any liability to the Trust to which such Covered Person would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or
reckless disregard of the duties involved in the conduct of his office.
Any approval pursuant to this Section shall not prevent the recovery from
any Covered Person of any amount paid to such Covered Person in accordance
with
this Section as indemnification if such Covered Person is subsequently
adjudicated by a court of competent jurisdiction to have been liabile to the
Trust or its Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved inthe conduct of
such Covered Person's office.
Section 3. Indemnification Not Exclusive; Definitions. The right of
indemnification hereby provided shall not be exclusive of or affect any
other rights to which any such Covered Person may be entitled. As used in
this
Article IX, the term "Covered Person" shall include such person's heirs,
executors and administrators. For purposes of this Article IX, the term
"non-party Trustee" is a Trustee against whom none of the actions, suits or
other proceedings in question or another action, suit or other proceeding on
the same or similar grounds is then or has been pending. Nothing contained
in this Article IX shall affect any rights to indemnification to which
personnel
of the Trust, other than Trustees and officers, and other persons may be
entitled by contract or otherwise under law, nor the power of the Trust to
purchase and maintain liability insurance on behalf of such persons.
ARTICLE X
SEAL
The seal of the Trust, if there is one, shall consist either of a flat-faced
die with the word "Massachusetts", together with the name of the Trust and
the year of its organization cut or engraved thereon, or any other
indication that the Trust has a seal that has been approved by the Trustees,
but, unless otherwise required by the Trustees, the seal shall not be
necessary to be
placed on, and its absence shall not impair the validity of, any document,
instrument or other paper executed and delivered by or on behalf of the
Trust.
ARTICLE XI
FISCAL YEAR
The fiscal year of the Trust and each Series or Class shall be as designated
from time to time by the Trustees.
ARTICLE XII
AMENDMENTS
These By-Laws may be amended by a majority vote of all of the Trustees.
ARTICLE XIII
WAIVERS OF NOTICE
Whenever any notice whatever is required to be given under the provisions of
any statute of The Commonwealth of Massachusetts, or under the provisons of
the Declaration of Trust or these By-Laws, a waiver thereof in writing,
signed by
the person or persons entitled to said notice, whether before or after the
time stated therein, or presence at a meeting to which such person was
entitled
notice of, shall be deemed equivalent thereto. A notice shall be deemed to
have been given if telegraphed, cabled, or sent by wireless when it has been
delivered to a representative of any telegraph, cable or wireless company
with instructions that it be telegraphed, cabled, or sent by wireless. Any
notice shall be deemed to be given if mailed at the time when the same shall
be deposited in the mail.
ARTICLE XIV
REPORT TO SHAREHOLDERS
The Trustees, so long as required by applicable law, shall at least
semi-annually submit to the shareholders of each Series or Class a written
financial report of the transactions of that Series or Class including
financial statements which shall at least annually be certified by
independent public accountants.
ARTICLE XV
BOOKS AND RECORDS
The books and records of the Trust and any Series or Class, including the
stock ledger or ledgers, may be kept in or outside the Commonwealth of
Massachusetts
at such office or agency of the Trust as may from time to time be determined
by the Secretary of the Trust, as set forth in Article II, Section 5 of
these
By-Laws.
ARTICLE XVI
TERMS
Terms defined in the Declaration of Trust and not otherwise defined herein
are used herein with the meanings set forth or referred to in the
Declaration of Trust.
Current as of: 10/28/94
