1933 Act File No. | 33-54445 |
1940 Act File No. | 811-7193 |
Form N-1A
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | ||||
Pre-Effective Amendment No. | ||||
Post-Effective Amendment No. | 56 | |||
and/or | ||||
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | ||||
Amendment No. | 57 | |||
FEDERATED INSTITUTIONAL TRUST
(Exact Name of Registrant as Specified in Charter)
Federated Investors Funds
4000 Ericsson Drive
Warrendale, PA 15086-7561
(Address of Principal Executive Offices)
(412) 288-1900
(Registrant’s Telephone Number, including Area Code)
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 (check appropriate box): | |||
__ X __ |
immediately upon filing pursuant to paragraph (b) on September 27, 2013 pursuant to paragraph (b) |
||
60 days after filing pursuant to paragraph (a)(1) | |||
on | pursuant to paragraph (a)(1) | ||
75 days after filing pursuant to paragraph (a)(2) | |||
on | pursuant to paragraph (a)(2) 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. |
Share Class | Ticker |
A | FGUAX |
Institutional | FGUSX |
Service | FEUSX |
Shareholder Fees (fees paid directly from your investment) | A | IS | SS |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
|
2.00% | None | None |
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, as applicable)
|
None | None | None |
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) (as a percentage of offering price)
|
None | None | None |
Redemption Fee (as a percentage of amount redeemed, if applicable)
|
None | None | None |
Exchange Fee
|
None | None | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |||
Management Fee
|
0.40% | 0.40% | 0.40% |
Distribution (12b-1) Fee
|
0.25% | None | None 1 |
Other Expenses
|
0.40% | 0.15% 2 | 0.40% |
Total Annual Fund Operating Expenses
|
1.05% | 0.55% | 0.80% |
Fee Waivers and/or Expense Reimbursements
3
|
0.35% | 0.30% | 0.45% |
Total Annual Fund Operating Expenses After Fee Waivers and/or
Expense Reimbursements
|
0.70% | 0.25% | 0.35% |
1 | The Fund has adopted a Distribution (12b-1) Plan for its SS class pursuant to which the SS class of the Fund may incur or charge a Distribution (12b-1) fee of up to a maximum amount of 0.05%. No such fee is currently incurred or charged by the SS class of the Fund. The SS class of the Fund will not incur or charge such a Distribution (12b-1) fee until such time as approved by the Fund's Board of Trustees (the “Trustees”). |
2 | The Fund may incur or charge shareholder services/account administration fees on its IS class of up to a maximum amount of 0.25%. No such fees are currently incurred or charged by the IS class of the Fund. The IS class of the Fund will not incur or charge such Fees until such time as approved by the Trustees. |
3 | The Adviser and its affiliates have voluntarily agreed to waive their fees and/or reimburse expenses so that the total annual fund operating expenses (excluding Acquired Fund Fees and Expenses, extraordinary expenses, and proxy-related expenses paid by the Fund, if any) paid by the Fund's A, IS and SS classes (after the voluntary waivers and/or reimbursements) will not exceed 0.70%, 0.25% and 0.35% (the “Fee Limit”), respectively, up to but not including the later of (the “Termination Date”): (a) October 1, 2014; or (b) the date of the Fund's next effective Prospectus. While the Adviser and its affiliates currently do not anticipate terminating or increasing these arrangements prior to the Termination Date, these arrangements may only be terminated or the Fee Limit increased prior to the Termination Date with the agreement of the Trustees. |
■ | Interest Rate Risk. Prices of fixed-income securities generally fall when interest rates rise. Interest rate changes have a greater effect on the price of fixed-income securities with longer durations. |
■ | Credit Risk. It is possible that interest or principal on securities will not be paid when due. Such non-payment or default may reduce the value of the Fund's portfolio holdings, its share price and its performance. |
■ | Counterparty Credit Risk. A party to a transaction involving the Fund may fail to meet its obligations. This could cause a Fund to lose money or to lose the benefit of the transaction or prevent a Fund from selling or buying other securities to implement its investment strategy. |
■ | Prepayment Risk. When homeowners prepay their mortgages in response to lower interest rates, the Fund will be required to reinvest the proceeds at the lower interest rates available. Also, when interest rates fall, the price of mortgage-backed securities may not rise to as great an extent as that of other fixed-income securities. |
■ | MBS Risk. A rise in interest rates may cause the value of MBS held by the Fund to decline. Certain MBS issued by GSEs are not backed by the full faith and credit of the U.S. government. The Fund's investments in collateralized mortgage obligations (CMOs) may entail greater market, prepayment and liquidity risks than other MBS. |
■ | Technology Risk . The Adviser uses various technology in managing the Fund, consistent with its investment objective and strategy described in this Prospectus. For example, proprietary and third-party data and systems are utilized to support decision making for the Fund. Data imprecision, software or other technology malfunctions, programming inaccuracies and similar circumstance may impair the performance of these systems, which may negatively affect Fund performance. |
1 | The Bank of America Merrill Lynch 6-Month Treasury Bill Index is an unmanaged index tracking 6-month U.S. Treasury securities. The Index is produced by the Bank of America Merrill Lynch, Pierce, Fenner & Smith, Inc. |
■ | Fixed-income securities acquired with remaining maturities greater than 60 days are fair valued using price evaluations provided by a pricing service approved by the Board of Trustees (“Board”). |
■ | Fixed-income securities acquired with remaining maturities of 60 days or less are valued at their cost (adjusted for the accretion of any discount or amortization of any premium). |
Shares Offered |
Minimum
Initial/Subsequent Investment Amounts 1 |
Maximum Sales Charge | |
Front-End
Sales Charge 2 |
Contingent
Deferred Sales Charge |
||
A | $1,500/$100 | 2.00% | None |
1 | The minimum initial and subsequent investment amounts for Individual Retirement Accounts (IRAs) are generally $250 and $100, respectively. There is no minimum initial or subsequent investment amount required for employer-sponsored retirement plans; however, such accounts remain subject to the Fund's policy on “Accounts with Low Balances” as discussed later in this Prospectus. Please see “By Systematic Investment Program” for applicable minimum investment. Financial intermediaries may impose higher or lower minimum investment requirements on their customers than those imposed by the Fund. |
2 | Front-End Sales Charge is expressed as a percentage of public offering price. See “Sales Charge When You Purchase.” |
Purchase Amount |
Sales Charge
as a Percentage of Public Offering Price |
Sales Charge
as a Percentage of NAV |
Less than $50,000 | 2.00% | 2.04% |
$50,000 but less than $100,000 | 1.75% | 1.78% |
$100,000 but less than $250,000 | 1.50% | 1.52% |
$250,000 or greater | 0.00% | 0.00% |
■ | Purchasing A class in greater quantities to reduce the applicable sales charge; |
■ | Combining concurrent purchases of and/or current investments in the A class, B class, C class, F class and R class of any Federated fund made or held by Qualifying Accounts; the purchase amount used in determining the sales charge on your additional Share purchase will be calculated by multiplying the respective maximum public offering price times the number of the A class, B class, C class, F class and R class shares of any Federated fund currently held in Qualifying Accounts and adding the dollar amount of your current purchase; or |
■ | Signing a letter of intent to purchase a qualifying amount of the A class within 13 months. (Call your financial intermediary or the Fund for more information.) The Fund's custodian will hold Shares in escrow equal to the maximum applicable sales charge. If you complete the Letter of Intent, the Custodian will release the Shares in escrow to your account. If you do not fulfill the Letter of Intent, the Custodian will redeem the appropriate amount from the Shares held in escrow to pay the sales charges that were not applied to your purchases. |
■ | within 120 days of redeeming Shares of an equal or greater amount; |
■ | through a program offered by a Financial Intermediary that provides for the purchase of Shares without imposition of a sales charge (for example, a wrap account, self-directed brokerage account, retirement, or other fee-based program offered by the Financial Intermediary) and where the Financial Intermediary has agreed with the Distributor not to receive a dealer reallowance on purchases under such program; |
■ | with reinvested dividends or capital gains; |
■ | as a shareholder that originally became a shareholder of a Federated fund pursuant to the terms of an agreement and plan of reorganization which permits shareholders to acquire Shares at NAV; |
■ | as a Federated Life Member (Federated shareholders who originally were issued shares through the “Liberty Account,” which was an account for the Liberty Family of Funds on February 28, 1987, or who invested through an affinity group prior to August 1, 1987, into the Liberty Account) (A class only); |
■ | as a Trustee, employee or former employee of the Fund, the Adviser, the Distributor and their affiliates, an employee of any financial intermediary that sells Shares according to a sales agreement with the Distributor, an immediate family member of these individuals or a trust, pension or profit-sharing plan for these individuals; or |
■ | pursuant to the exchange privilege. |
■ | An investor participating in a wrap program or other fee-based program sponsored by a financial intermediary; |
■ | An investor participating in a no-load network or platform sponsored by a financial intermediary where Federated has entered into an agreement with the intermediary; |
■ | A trustee/director, employee or former employee of the Fund, the Adviser, the Distributor and their affiliates; an immediate family member of these individuals or a trust, pension or profit-sharing plan for these individuals; |
■ | An employer-sponsored retirement plan; |
■ | A trust institution investing on behalf of its trust customers; |
■ | Additional sales to an investor (including a natural person) who owned IS and/or SS classes of the Fund as of December 31, 2008; |
■ | A Federated Fund; |
■ | An investor (including a natural person) who acquired IS and/or SS classes of a Federated fund pursuant to the terms of an agreement and plan of reorganization which permits the investor to acquire such shares; and |
■ | In connection with an acquisition of an investment management or advisory business, or related investment services, products or assets, by Federated or its investment advisory subsidiaries, an investor (including a natural person) who: (1) becomes a client of an investment advisory subsidiary of Federated; or (2) is a shareholder or interest holder of a pooled investment vehicle or product that becomes advised or subadvised by a Federated investment advisory subsidiary as a result of such an acquisition other than as a result of a fund reorganization transaction pursuant to an agreement and plan of reorganization. |
■ | An investor, other than a natural person, purchasing IS and/or SS classes directly from the Fund; and |
■ | In connection with an initial purchase of IS and/or SS classes through an exchange, an investor (including a natural person) who owned IS and/or SS classes of another Federated fund as of December 31, 2008. |
A: | ||
Purchase Amount |
Dealer Reallowance
as a Percentage of Public Offering Price |
|
Less than $50,000 | 2.00% | |
$50,000 but less than $100,000 | 1.75% | |
$100,000 but less than $250,000 | 1.50% | |
$250,000 or greater | 0.00% |
■ | Establish an account with the financial intermediary; and |
■ | Submit your purchase order to the financial intermediary before the end of regular trading on the NYSE (normally 4:00 p.m. Eastern time). |
■ | Establish your account with the Fund by submitting a completed New Account Form; and |
■ | Send your payment to the Fund by Federal Reserve wire or check. |
■ | ensure that the account registrations are identical; |
■ | meet any applicable minimum initial investment requirements; and |
■ | receive a prospectus for the fund into which you wish to exchange. |
■ | through a financial intermediary if you purchased Shares through a financial intermediary; or |
■ | directly from the Fund if you purchased Shares directly from the Fund. |
■ | Fund name and Share class, account number and account registration; |
■ | amount to be redeemed or exchanged; |
■ | signatures of all shareholders exactly as registered; and |
■ | if exchanging , the Fund name and Share class, account number and account registration into which you are exchanging. |
■ | your redemption will be sent to an address other than the address of record; |
■ | your redemption will be sent to an address of record that was changed within the last 30 days; |
■ | a redemption is payable to someone other than the shareholder(s) of record; or |
■ | transferring into another fund with a different shareholder registration. |
■ | An electronic transfer to your account at a financial institution that is an ACH member; or |
■ | Wire payment to your account at a domestic commercial bank that is a Federal Reserve System member. |
■ | to allow your purchase to clear (as discussed below); |
■ | during periods of market volatility; |
■ | when a shareholder's trade activity or amount adversely impacts the Fund's ability to manage its assets; or |
■ | during any period when the Federal Reserve wire or applicable Federal Reserve banks are closed, other than customary weekend and holiday closings. |
■ | when the NYSE is closed, other than customary weekend and holiday closings; |
■ | when trading on the NYSE is restricted, as determined by the SEC; or |
■ | in which an emergency exists, as determined by the SEC, so that disposal of the Fund's investments or determination of its NAV is not reasonably practicable. |
■ | ensure that the account registrations are identical; |
■ | meet any applicable minimum initial investment requirements; and |
■ | receive a prospectus for the fund into which you wish to exchange. |
Year Ended July 31 | 2013 | 2012 | 2011 | 2010 | 2009 |
Net Asset Value, Beginning of Period | $9.92 | $9.92 | $9.93 | $9.91 | $9.86 |
Income From Investment Operations: | |||||
Net investment income (loss) | (0.01) | 0.02 | 0.01 | 0.02 | 0.13 |
Net realized and unrealized gain (loss) on investments | (0.02) | (0.00) 1 | (0.01) | 0.02 | 0.05 |
TOTAL FROM INVESTMENT OPERATIONS | (0.03) | 0.02 | 0.00 | 0.04 | 0.18 |
Less Distributions: | |||||
Distributions from net investment income | (0.00) 1 | (0.02) | (0.01) | (0.02) | (0.13) |
Net Asset Value, End of Period | $9.89 | $9.92 | $9.92 | $9.93 | $9.91 |
Total Return 2 | (0.29)% | 0.18% | (0.04)% | 0.40% | 1.83% |
Ratios to Average Net Assets: | |||||
Net expenses | 0.70% | 0.70% | 0.70% | 0.70% | 0.70% |
Net investment income (loss) | (0.05)% | 0.17% | 0.05% | 0.21% | 1.29% |
Expense waiver/reimbursement 3 | 0.34% | 0.34% | 0.34% | 0.33% | 0.33% |
Supplemental Data: | |||||
Net assets, end of period (000 omitted) | $29,749 | $67,941 | $66,578 | $102,701 | $144,780 |
Portfolio turnover | 43% | 38% | 26% | 40% | 63% |
1 | Represents less than $0.01. |
2 | Based on net asset value, which does not reflect the sales charge, redemption fee or contingent deferred sales charge, if applicable. |
3 | This expense decrease is reflected in both the net expense and the net investment income (loss) ratios shown above. |
Year Ended July 31 | 2013 | 2012 | 2011 | 2010 | 2009 |
Net Asset Value, Beginning of Period | $9.92 | $9.92 | $9.93 | $9.91 | $9.86 |
Income From Investment Operations: | |||||
Net investment income | 0.04 | 0.06 | 0.05 | 0.07 | 0.17 |
Net realized and unrealized gain (loss) on investments | (0.02) | (0.00) 1 | (0.01) | 0.01 | 0.05 |
TOTAL FROM INVESTMENT OPERATIONS | 0.02 | 0.06 | 0.04 | 0.08 | 0.22 |
Less Distributions: | |||||
Distributions from net investment income | (0.04) | (0.06) | (0.05) | (0.06) | (0.17) |
Net Asset Value, End of Period | $9.90 | $9.92 | $9.92 | $9.93 | $9.91 |
Total Return 2 | 0.17% | 0.63% | 0.41% | 0.85% | 2.29% |
Ratios to Average Net Assets: | |||||
Net expenses | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% |
Net investment income | 0.37% | 0.62% | 0.51% | 0.63% | 1.71% |
Expense waiver/reimbursement 3 | 0.30% | 0.29% | 0.30% | 0.28% | 0.28% |
Supplemental Data: | |||||
Net assets, end of period (000 omitted) | $791,030 | $658,632 | $461,592 | $446,662 | $273,540 |
Portfolio turnover | 43% | 38% | 26% | 40% | 63% |
1 | Represents less than $0.01. |
2 | Based on net asset value. |
3 | This expense decrease is reflected in both the net expense and the net investment income ratios shown above. |
Year Ended July 31 | 2013 | 2012 | 2011 | 2010 | 2009 |
Net Asset Value, Beginning of Period | $9.92 | $9.92 | $9.93 | $9.91 | $9.86 |
Income From Investment Operations: | |||||
Net investment income | 0.03 | 0.05 | 0.04 | 0.06 | 0.16 |
Net realized and unrealized gain (loss) on investments | (0.02) | (0.00) 1 | (0.01) | 0.01 | 0.05 |
TOTAL FROM INVESTMENT OPERATIONS | 0.01 | 0.05 | 0.03 | 0.07 | 0.21 |
Less Distributions: | |||||
Distributions from net investment income | (0.03) | (0.05) | (0.04) | (0.05) | (0.16) |
Net Asset Value, End of Period | $9.90 | $9.92 | $9.92 | $9.93 | $9.91 |
Total Return 2 | 0.07% | 0.53% | 0.31% | 0.75% | 2.19% |
Ratios to Average Net Assets: | |||||
Net expenses | 0.35% | 0.35% | 0.35% | 0.35% | 0.35% |
Net investment income | 0.28% | 0.51% | 0.39% | 0.56% | 1.39% |
Expense waiver/reimbursement 3 | 0.30% | 0.30% | 0.29% | 0.28% | 0.28% |
Supplemental Data: | |||||
Net assets, end of period (000 omitted) | $530,997 | $686,817 | $159,691 | $460,582 | $728,861 |
Portfolio turnover | 43% | 38% | 26% | 40% | 63% |
1 | Represents less than $0.01. |
2 | Based on net asset value. |
3 | This expense decrease is reflected in both the net expense and the net investment income ratios shown above. |
FEDERATED GOVERNMENT ULTRASHORT DURATION FUND - A CLASS | |||||
ANNUAL EXPENSE RATIO: 1.05% | |||||
MAXIMUM FRONT-END SALES CHARGE: 2.00% | |||||
Year |
Hypothetical
Beginning Investment |
Hypothetical
Performance Earnings |
Investment
After Returns |
Hypothetical
Expenses |
Hypothetical
Ending Investment |
1 | $10,000.00 | $490.00 | $10,290.00 | $304.93 | $10,187.10 |
2 | $10,187.10 | $509.36 | $10,696.46 | $109.08 | $10,589.49 |
3 | $10,589.49 | $529.47 | $11,118.96 | $113.39 | $11,007.77 |
4 | $11,007.77 | $550.39 | $11,558.16 | $117.86 | $11,442.58 |
5 | $11,442.58 | $572.13 | $12,014.71 | $122.52 | $11,894.56 |
6 | $11,894.56 | $594.73 | $12,489.29 | $127.36 | $12,364.40 |
7 | $12,364.40 | $618.22 | $12,982.62 | $132.39 | $12,852.79 |
8 | $12,852.79 | $642.64 | $13,495.43 | $137.62 | $13,360.48 |
9 | $13,360.48 | $668.02 | $14,028.50 | $143.06 | $13,888.22 |
10 | $13,888.22 | $694.41 | $14,582.63 | $148.71 | $14,436.80 |
Cumulative | $5,869.37 | $1,456.92 |
FEDERATED GOVERNMENT ULTRASHORT DURATION FUND - IS CLASS | |||||
ANNUAL EXPENSE RATIO: 0.55% | |||||
MAXIMUM FRONT-END SALES CHARGE: NONE | |||||
Year |
Hypothetical
Beginning Investment |
Hypothetical
Performance Earnings |
Investment
After Returns |
Hypothetical
Expenses |
Hypothetical
Ending Investment |
1 | $10,000.00 | $500.00 | $10,500.00 | $56.22 | $10,445.00 |
2 | $10,445.00 | $522.25 | $10,967.25 | $58.73 | $10,909.80 |
3 | $10,909.80 | $545.49 | $11,455.29 | $61.34 | $11,395.29 |
4 | $11,395.29 | $569.76 | $11,965.05 | $64.07 | $11,902.38 |
5 | $11,902.38 | $595.12 | $12,497.50 | $66.92 | $12,432.04 |
6 | $12,432.04 | $621.60 | $13,053.64 | $69.90 | $12,985.27 |
7 | $12,985.27 | $649.26 | $13,634.53 | $73.01 | $13,563.11 |
8 | $13,563.11 | $678.16 | $14,241.27 | $76.26 | $14,166.67 |
9 | $14,166.67 | $708.33 | $14,875.00 | $79.65 | $14,797.09 |
10 | $14,797.09 | $739.85 | $15,536.94 | $83.19 | $15,455.56 |
Cumulative | $6,129.82 | $689.29 |
FEDERATED GOVERNMENT ULTRASHORT DURATION FUND - SS CLASS | |||||
ANNUAL EXPENSE RATIO: 0.80% | |||||
MAXIMUM FRONT-END SALES CHARGE: NONE | |||||
Year |
Hypothetical
Beginning Investment |
Hypothetical
Performance Earnings |
Investment
After Returns |
Hypothetical
Expenses |
Hypothetical
Ending Investment |
1 | $10,000.00 | $500.00 | $10,500.00 | $81.68 | $10,420.00 |
2 | $10,420.00 | $521.00 | $10,941.00 | $85.11 | $10,857.64 |
3 | $10,857.64 | $542.88 | $11,400.52 | $88.69 | $11,313.66 |
4 | $11,313.66 | $565.68 | $11,879.34 | $92.41 | $11,788.83 |
5 | $11,788.83 | $589.44 | $12,378.27 | $96.29 | $12,283.96 |
6 | $12,283.96 | $614.20 | $12,898.16 | $100.34 | $12,799.89 |
7 | $12,799.89 | $639.99 | $13,439.88 | $104.55 | $13,337.49 |
8 | $13,337.49 | $666.87 | $14,004.36 | $108.94 | $13,897.66 |
9 | $13,897.66 | $694.88 | $14,592.54 | $113.52 | $14,481.36 |
10 | $14,481.36 | $724.07 | $15,205.43 | $118.28 | $15,089.58 |
Cumulative | $6,059.01 | $989.81 |
Share Class | Ticker |
A | FGUAX |
Institutional | FGUSX |
Service | FEUSX |
■ | current and expected U.S. economic growth; |
■ | current and expected interest rates and inflation; |
■ | the Federal Reserve Board's monetary policy; and |
■ | changes in the supply of or demand for U.S. government securities. |
■ | varying the portfolio's effective duration as compared to the Index; |
■ | creating a portfolio of securities with a different mixture of effective durations as compared to the composition of the Index; |
■ | investing a larger percentage of the portfolio in certain types of securities as compared to the composition of the Index, or investing in types of securities 1 that are not included in the Index; and |
■ | investing a large percentage of the portfolio in a specific security as compared to the Index, or investing the portfolio in securities that are not included in the Index. |
1 | The Adviser may refer to types of securities (such as Treasury, agency, mortgage-backed or corporate debt securities) as “sectors” of the fixed-income market. |
■ | Equity securities listed on a U.S. securities exchange or traded through the U.S. national market system are valued at their last reported sale price or official closing price in their principal exchange or market. If a price is not readily available, such equity securities are valued based upon the mean of closing bid and asked quotations from one or more dealers. |
■ | Other equity securities traded primarily in the United States are valued based upon the mean of closing bid and asked quotations from one or more dealers. |
■ | Equity securities traded primarily through securities exchanges and regulated market systems outside the United States are valued at their last reported sale price or official closing price in their principal exchange or market. These prices may be adjusted for significant events occurring after the closing of such exchanges or market systems as described below. If a price is not readily available, such equity securities are valued based upon the mean of closing bid and asked quotations from one or more dealers. |
■ | Fixed-income securities and repurchase agreements acquired with remaining maturities of greater than 60 days are fair valued using price evaluations provided by a pricing service approved by the Board. The methods used by pricing services to determine such price evaluations are described below. If a price evaluation is not readily available, such fixed-income securities are fair valued based upon price evaluations from one or more dealers. |
■ | Fixed-income securities and repurchase agreements acquired with remaining maturities of 60 days or less are valued at their amortized cost as described below, unless the issuer's creditworthiness is impaired or other factors indicate that amortized cost is not an accurate estimate of the investment's fair value, in which case it would be valued in the same manner as a longer-term security or repurchase agreement. |
■ | Futures contracts listed on exchanges are valued at their reported settlement price. Option contracts listed on exchanges are valued based upon the mean of closing bid and asked quotations reported by the exchange or from one or more futures commission merchants. |
■ | OTC derivative contracts are fair valued using price evaluations provided by various pricing services approved by the Board. The methods used by pricing services to determine such price evaluations are described below. If a price evaluation is not readily available, such derivative contracts are fair valued based upon price evaluations from one or more dealers or using a recognized pricing model for the contract. |
■ | Shares of other mutual funds are valued based upon their reported NAVs. The prospectuses for these mutual funds explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing. |
■ | With respect to securities traded principally in foreign markets, significant trends in U.S. equity markets or in the trading of foreign securities index futures contracts; |
■ | With respect to price evaluations of fixed-income securities determined before the close of regular trading on the NYSE, actions by the Federal Reserve Open Market Committee and other significant trends in U.S. fixed-income markets; |
■ | Political or other developments affecting the economy or markets in which an issuer conducts its operations or its securities are traded; and |
■ | Announcements concerning matters such as acquisitions, recapitalizations or litigation developments, or a natural disaster affecting the issuer's operations or regulatory changes or market developments affecting the issuer's industry. |
2013 | 2012 | 2011 | ||||
Total Sales
Charges |
Amount
Retained |
Total Sales
Charges |
Amount
Retained |
Total Sales
Charges |
Amount
Retained |
|
Class A Shares | $5,513 | $0 | $3,562 | $0 | $1,639 | $0 |
■ | Outstanding skills in disciplines deemed by the Independent Trustees to be particularly relevant to the role of Independent Trustee and to the Federated funds, including legal, accounting, business management, the financial industry generally and the investment industry particularly. |
■ | Desire and availability to serve for a substantial period of time, taking into account the Board's current mandatory retirement age of 73 years. |
■ | No conflicts which would interfere with qualifying as independent. |
■ | Appropriate interpersonal skills to work effectively with other Independent Trustees. |
■ | Understanding and appreciation of the important role occupied by Independent Trustees in the regulatory structure governing regulated investment companies. |
■ | Diversity of background. |
Name
Birth Date Positions Held with Trust Date Service Began |
Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s) |
Aggregate
Compensation From Trust (past fiscal year) |
Total Compensation
From Trust and Federated Fund Complex (past calendar year) |
John F. Donahue*
Birth Date: July 28, 1924 Trustee Began serving: June 1994 |
Principal Occupations:
Director or Trustee of the Federated Fund Complex; Chairman and Director, Federated Investors, Inc.; Chairman of the Federated Fund Complex's Executive Committee.
Previous Positions: Chairman of the Federated Fund Complex; Trustee, Federated Investment Management Company; Chairman and Director, Federated Investment Counseling. |
$0 | $0 |
Name
Birth Date Positions Held with Trust Date Service Began |
Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s) |
Aggregate
Compensation From Trust (past fiscal year) |
Total Compensation
From Trust and Federated Fund Complex (past calendar year) |
J. Christopher Donahue*
Birth Date: April 11, 1949 President and Trustee Began serving: July 1999 |
Principal Occupations:
Principal Executive Officer and President of certain of the Funds in the Federated Fund Complex; Director or Trustee of certain of the Funds in the Federated Fund Complex; President, Chief
Executive Officer and Director, Federated Investors, Inc.; Chairman and Trustee, Federated Investment Management Company; Trustee, Federated Investment Counseling; Chairman and Director, Federated Global Investment
Management Corp.; Chairman, Federated Equity Management Company of Pennsylvania and Passport Research, Ltd. (investment advisory subsidiary of Federated); Trustee, Federated Shareholder Services Company; Director,
Federated Services Company.
Previous Positions: President, Federated Investment Counseling; President and Chief Executive Officer, Federated Investment Management Company, Federated Global Investment Management Corp. and Passport Research, Ltd. |
$0 | $0 |
* | Family relationships and reasons for “interested” status: John F. Donahue is the father of J. Christopher Donahue; both are “interested” due to their beneficial ownership of shares of Federated Investors, Inc. and the positions they hold with Federated and its subsidiaries. |
Name
Birth Date Positions Held with Trust Date Service Began |
Principal Occupation(s) and Other Directorships Held for
Past Five Years, Previous Position(s) and Qualifications |
Aggregate
Compensation From Trust (past fiscal year) |
Total Compensation
From Trust and Federated Fund Complex (past calendar year) |
Maureen Lally-Green
Birth Date: July 5, 1949 Trustee Began serving: August 2009 |
Principal Occupations:
Director or Trustee of the Federated Fund Complex; Director, Office of Church Relations, and Associate General Secretary, Diocese of Pittsburgh; Adjunct Professor of Law, Duquesne
University School of Law.
Other Directorships Held: Director, Auberle; Member, Pennsylvania State Board of Education; Director, Saint Vincent College; Director, Ireland Institute of Pittsburgh; Chair and Director, UPMC Mercy Hospital; Regent, St. Vincent Seminary; Director, Epilepsy Foundation of Western and Central Pennsylvania; Director, Saint Thomas More Society, Allegheny County; Director, Our Campaign for the Church Alive, Inc. Previous Position: Pennsylvania Superior Court Judge. Qualifications: Legal and director experience. |
$1,107.69 | $223,617.71 |
Peter E. Madden
Birth Date: March 16, 1942 Trustee Began serving: June 1994 |
Principal Occupation:
Director or Trustee, and Chairman of the Board of Directors or Trustees, of the Federated Fund Complex.
Previous Positions: Representative, Commonwealth of Massachusetts General Court; President, Chief Operating Officer and Director, State Street Bank and Trust Company and State Street Corporation (retired); Director, VISA USA and VISA International; Chairman and Director, Massachusetts Bankers Association; Director, Depository Trust Corporation; Director, The Boston Stock Exchange. Qualifications: Business management, mutual fund services and director experience. |
$1,526.13 | $310,000 |
Name
Birth Date Positions Held with Trust Date Service Began |
Principal Occupation(s) and Other Directorships Held for
Past Five Years, Previous Position(s) and Qualifications |
Aggregate
Compensation From Trust (past fiscal year) |
Total Compensation
From Trust and Federated Fund Complex (past calendar year) |
Charles F. Mansfield, Jr.
Birth Date: April 10, 1945 Trustee Began serving: July 1999 |
Principal Occupations:
Director or Trustee of the Federated Fund Complex; Management Consultant.
Previous Positions: Chief Executive Officer, PBTC International Bank; Partner, Arthur Young & Company (now Ernst & Young LLP); Chief Financial Officer of Retail Banking Sector, Chase Manhattan Bank; Senior Vice President, HSBC Bank USA (formerly Marine Midland Bank); Vice President, Citibank; Assistant Professor of Banking and Finance, Frank G. Zarb School of Business, Hofstra University; Executive Vice President DVC Group, Inc. (marketing, communications and technology). Qualifications: Banking, business management, education and director experience. |
$1,218.44 | $247,500 |
Thomas M. O'Neill
Birth Date: June 14, 1951 Trustee Began serving: October 2006 |
Principal Occupations:
Director or Trustee, Vice Chairman of the Audit Committee of the Federated Fund Complex; Sole Proprietor, Navigator Management Company (investment and strategic consulting).
Other Directorships Held: Board of Overseers, Children's Hospital of Boston; Visiting Committee on Athletics, Harvard College; Board of Directors, Medicines for Humanity; Board of Directors, The Golisano Children's Museum of Naples, Florida. Previous Positions: Chief Executive Officer and President, Managing Director and Chief Investment Officer, Fleet Investment Advisors; President and Chief Executive Officer, Aeltus Investment Management, Inc.; General Partner, Hellman, Jordan Management Co., Boston, MA; Chief Investment Officer, The Putnam Companies, Boston, MA; Credit Analyst and Lending Officer, Fleet Bank; Director and Consultant, EZE Castle Software (investment order management software); Director, Midway Pacific (lumber). Qualifications: Business management, mutual fund, director and investment experience. |
$1,218.44 | $247,500 |
John S. Walsh
Birth Date: November 28, 1957 Trustee Began serving: July 1999 |
Principal Occupations:
Director or Trustee, Chairman of the Audit Committee of the Federated Fund Complex; President and Director, Heat Wagon, Inc. (manufacturer of construction temporary heaters); President and
Director, Manufacturers Products, Inc. (distributor of portable construction heaters); President, Portable Heater Parts, a division of Manufacturers Products, Inc.
Previous Position: Vice President, Walsh & Kelly, Inc. Qualifications: Business management and director experience. |
$1,246.12 | $253,125 |
Name
Birth Date Positions Held with Trust Date Service Began |
Principal Occupation(s) and Previous Position(s) |
John W. McGonigle
Birth Date: October 26, 1938 EXECUTIVE VICE PRESIDENT AND SECRETARY Officer since: June 1994 |
Principal Occupations:
Executive Vice President and Secretary of the Federated Fund Complex; Vice Chairman, Executive Vice President, Secretary and Director, Federated Investors, Inc.
Previous Positions: Trustee, Federated Investment Management Company and Federated Investment Counseling; Director, Federated Global Investment Management Corp., Federated Services Company and Federated Securities Corp. |
** | Officers do not receive any compensation from the Fund. |
Board
Committee |
Committee
Members |
Committee Functions |
Meetings Held
During Last Fiscal Year |
Executive |
John F. Donahue
Peter E. Madden John S. Walsh |
In between meetings of the full Board, the Executive Committee generally may exercise all the powers of the full Board 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. However, the Executive Committee cannot elect or remove Board members, 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. | Two |
Audit |
Maureen Lally-Green
Charles F. Mansfield, Jr. Thomas M. O'Neill John S. Walsh |
The purposes of the Audit Committee are to oversee the accounting and financial reporting process of the Fund, the Fund's internal control over financial reporting and the quality, integrity and independent audit of the Fund's financial statements. The Committee also oversees or assists the Board with the oversight of compliance with legal requirements relating to those matters, approves the engagement and reviews the qualifications, independence and performance of the Fund's independent registered public accounting firm, acts as a liaison between the independent registered public accounting firm and the Board and reviews the Fund's internal audit function. | Seven |
Nominating |
Maureen Lally-Green
Peter E. Madden Charles F. Mansfield, Jr. Thomas M. O'Neill John S. Walsh |
The Nominating Committee, whose members consist of all Independent Trustees, selects and nominates persons for election to the Fund's Board when vacancies occur. The Committee will consider candidates recommended by shareholders, Independent Trustees, officers or employees of any of the Fund's agents or service providers and counsel to the Fund. Any shareholder who desires to have an individual considered for nomination by the Committee must submit a recommendation in writing to the Secretary of the Fund, at the Fund's address appearing on the back cover of this SAI. The recommendation should include the name and address of both the shareholder and the candidate and detailed information concerning the candidate's qualifications and experience. In identifying and evaluating candidates for consideration, the Committee shall consider such factors as it deems appropriate. Those factors will ordinarily include: integrity, intelligence, collegiality, judgment, diversity, skill, business and other experience, qualification as an “Independent Trustee,” the existence of material relationships which may create the appearance of a lack of independence, financial or accounting knowledge and experience and dedication and willingness to devote the time and attention necessary to fulfill Board responsibilities. | One |
Interested Board
Member Name |
Dollar Range of
Shares Owned in Federated Government Ultrashort Duration Fund |
Aggregate
Dollar Range of Shares Owned in Federated Family of Investment Companies |
John F. Donahue | None | Over $100,000 |
J. Christopher Donahue | None | Over $100,000 |
Independent Board
Member Name |
||
Maureen Lally-Green | None | Over $100,000 |
Peter E. Madden | None | Over $100,000 |
Charles F. Mansfield, Jr. | None | Over $100,000 |
Thomas M. O'Neill | None | Over $100,000 |
John S. Walsh | None | Over $100,000 |
Types of Accounts Managed
by Sue Hill |
Total Number of Additional Accounts
Managed/Total Assets* |
Registered Investment Companies | 13/$111.8 billion |
Other Pooled Investment Vehicles | 3/$19.0 billion |
Other Accounts | 0/$0 |
* | None of the Accounts has an advisory fee that is based on the performance of the account. |
Types of Accounts Managed
by Liam O'Connell |
Total Number of Additional
Accounts Managed/Total Assets* |
Registered Investment Companies | 3/$874.9 million |
Other Pooled Investment Vehicles | 0/$0 |
Other Accounts | 2/$223.4 million |
* | None of the Accounts has an advisory fee that is based on the performance of the account. |
For the Year Ended July 31 | 2013 | 2012 | 2011 |
Advisory Fee Earned | $5,765,665 | $3,484,322 | $3,728,742 |
Advisory Fee Waived | $4,276,141 | $2,562,096 | $2,721,437 |
Net Administrative Fee | $1,122,493 | $ 662,893 | $ 709,393 |
Net 12b-1 Fee: | |||
Class A Shares | $ 105,325 | $ 129,353 | $ 158,458 |
Service Shares | — | — | — |
Net Shareholder Services Fee: | |||
Class A Shares | $ 124,744 | $ 157,757 | $ 193,732 |
Institutional Shares | — | — | — |
Service Shares | $ 508,842 | $ 107,402 | $ 265,176 |
Item 28. Exhibits
(a) | ||
1 | Conformed copy of Amended and Restated Declaration of Trust of the Registrant; | (2) |
2 | Amendment No. 3 | (10) |
3 | Amendment No. 4 | (7) |
4 | Amendment No. 5 | (8) |
5 | Amendment No. 6 | (10) |
6 | Amendment No. 7 | (11) |
7 | Amendment No. 8 | (12) |
8 | Amendment No. 9 | (17) |
9 | Amendment No. 10 | (25) |
10 | Amendment No. 11 | (32) |
(b) | ||
1 | Copy of By-Laws of the Registrant; | (2) |
2 | Amendment Nos. 1-4 | (7) |
3 | Amendment No. 5 | (11) |
4 | Amendment No. 6 | (13) |
5 | Amendment No. 7 | (15) |
6 | Amendment 8 | (18) |
7 | Amendment 9 | (19) |
(c) |
Copy of Specimen Certificate for Shares of Beneficial Interest of the Registrant; As of September 1, 1997, Federated Securities Corp. stopped issuing share certificates. |
(2) |
(d) | ||
1 | Conformed copy of Investment Advisory Contract of the Registrant (including Exhibit A) of the Registrant; | (3) |
2 | Conformed copy of Amendment to the Investment Advisory Contract of the Registrant; | (9) |
3 | Conformed copy of Exhibit B to the Investment Advisory Contract of the Registrant; | (10) |
4 | Conformed copy of Exhibit C to the Investment Advisory Contract of the Registrant; | (16) |
5 | Conformed copy of Investment Advisory Contract of the Registrant revised June 2013; | (+) |
(e) | ||
1 | Conformed copy of Distributor's Contract of the Registrant (including Exhibit A) of the Registrant; | (3) |
2 | Conformed copy of Exhibit B to the Distributor’s Contract of the Registrant: | (6) |
3 | Conformed copy of Amendment to the Distributor’s Contract of the Registrant; | (9) |
4 | 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). | |
5 | Conformed copy of Exhibit C and Exhibit D to the Distributor’s Contract of the Registrant; | (12) |
6 | Amendment to the Distributor’s Contact of the Registrant; | (13) |
7 | Conformed copy of Exhibits E and F to the Distributor’s Contract of the Registrant; | (16) |
8 | Conformed copy of Amendment #1 to Exhibit B and Exhibit F to the Distributor’s Contract of the Registrant; | (25) |
(f) | Not applicable |
(g) | ||
1 | Conformed copy of Custodian Contract of the Registrant; | (3) |
2 | Conformed copy of Custodian Fee Schedule; | (5) |
3 | Conformed copy of Amendment to the Custodian Contract of the Registrant; | (10) |
4 | Conformed copy of Amendments to the Custodian Contract of the Registrant; | (31) |
(h) | ||
1 | Conformed copy of Amended and Restated Agreement for Fund Accounting Services, Administrative Services, Transfer Agency Services, and Custody Services Procurement; | (7) |
2 | Conformed copy of Amendment to the Agreement for Fund Accounting Services, Administrative Services, Transfer Agency Services, and Custody Services Procurement; | (9) |
3 | The responses described in Item 23(e)(iv) are hereby incorporated by reference. | |
4 | The Registrant hereby incorporates by reference the conformed copy of the Agreement for Administrative Services, with Exhibit 1 and Amendments 1 and 2 attached, between Federated Administrative Services and the Registrant from Item 23(h)(iv) of the Federated Total Return Series, Inc. Registration Statement on Form N-1A, filed with the Commission on November 29, 2004. (File Nos. 33-50773 and 811-7115); | |
5 | The Registrant hereby incorporates the conformed copy of the Second Amended and Restated Services Agreement, with attached Schedule 1 revised 6/30/04, from Item (h) (vii) of the Cash Trust Series, Inc. Registration Statement on Form N-1A, filed with the Commission on July 29, 2004. (Files Nos. 33-29838 and 811-5843); | |
6 | The Registrant hereby incorporates the conformed copy of the Financial Administration and Accounting Services Agreement, with attached Exhibit A revised 6/30/04, from Item (h)(viii) of the Cash Trust Series, Inc. Registration Statement on Form N-1A filed with the Commission on July 29, 2004. (File Nos. 33-29838 and 811-5843) | |
7 | The Registrant hereby incorporates the conformed copy of Transfer Agency and Service Agreement between the Federated Funds and State Street Bank and Trust Company from Item 23(h)(ix)of the Federated Total Return Government Bond Fund Registration Statement on Form N-1A, filed with the Commission on April 28, 2005. (File Nos. 33-60411 and 811-07309) | |
8 | The Registrant hereby incorporates by reference the conformed copy of Amendment No. 3 to the Agreement for Administrative Services between Federated Administrative Services Company and the Registrant dated June 1, 2005, from Item 23 (h) (ii) of the Cash Trust Series, Inc. Registration Statement on Form N-1A, filed with the Commission on July 27, 2005. (File Nos. 33-29838 and 811-5843) | |
9 | Copy of Schedule 1, revised 9/1/05, to the Second Amended and Restated Services Agreement; | (17) |
10 | Copy of Exhibit A, revised 9/1/05, to the Financial Administration and Accounting Services Agreement; | (17) |
11 | Copy of Exhibit A, revised 6/1/05, to the Transfer Agency Agreement between the Federated Funds and State Street Bank and Trust Company; | (17) |
12 | The Registrant hereby incorporates the conformed copy of Transfer Agency and Service Agreement between the Federated Funds and State Street Bank and Trust Company from Item 23(h)(viii)of the Federated Total Return Government Bond Fund Registration Statement on Form N-1A, filed with the Commission on April 28, 2006. (File Nos. 33-60411 and 811-07309) | |
13 | Conformed copy of Financial Administration Accounting and Services Agreement, dated January 1, 2007; | (23) |
14 | Conformed copy of Amendment to Transfer Agency and Services Agreement, dated January 1, 2008; | (26) |
15 | Conformed copy of Agreement for Administrative Services dated 11/1/2003 with Amendments 1 through 5 and Exhibit 1 attached | (30) |
16 | Conformed copy of Transfer Agency and Service Agreement dated 7/1/2004 with Amendment dated 1/1/2008, Amendment 1 dated 10/10/2005 and Schedules 2.1, 2.2(f), 2.2(g), 2.2(h) and 2.4 attached | (30) |
17 | Conformed copy of Second Amended and Restated Service Agreement dated 12/1/2001 with Schedule 1 attached | (30) |
18 | Conformed copy of Financial Administration and Accounting Services Agreement, dated March 25, 2011; | (31) |
19 | Conformed copy of Amended and Restated Agreement for Administrative Services dated 09/01/2012. | (33) |
20 | Conformed copy of First Amendment to the Amended and Restated Agreement for Administrative Services dated 09/01/2012. | (+) |
(i) | Conformed copy of Opinion and Consent of Counsel as to legality of shares being registered; | (2) |
(j) | ||
1 | Conformed copy of Consent of Independent Registered Public Accounting Firm Ernst & Young LLP; | (+) |
2 | Conformed copy of Consent of Independent Registered Public Accounting Firm KPMG LLP; | (33) |
(k) | Not Applicable |
(l) | Conformed copy of Initial Capital Understanding; | (2) |
(n) | ||
1 | Copy of the Multiple Class Plan and attached Exhibits of the Registrant; | (17) |
2 | Conformed copy of Multiple Class Plan of the Registrant, with attached exhibits for Class A Shares, Class B Shares, and Class C Shares; | (24) |
3 | Copy of Institutional Shares Exhibit to the Multiple Class Plan; | (26) |
4 | Copy Institutional Service Shares to the Multiple Class Plan; | (26) |
5 | Copy of Institutional Shares and Institutional Service Shares Exhibits (as revised on 4/7/2009) to the Multiple Class Plan; | (27) |
6 | Class A Shares Exhibit to Multiple Class Plan (revised 2/21/11) | (31) |
7 | Institutional Shares Exhibit to Multiple Class Plan (revised 1/31/11) | (31) |
8 | Service Shares Exhibit to Multiple Class Plan (revised 9/30/11) | (31) |
9 | Class A Shares Exhibit to Multiple Class Plan (revised 9/1/13) | (+) |
10 | Class B Shares Exhibit to Multiple Class Plan (revised 4/22/13) | (+) |
11 | Class C Shares Exhibit to Multiple Class Plan (revised(revised 4/22/13) | (+) |
12 | Class F Shares Exhibit to Multiple Class Plan (revised 12/1/12) | (+) |
(o) | ||
1 | Conformed copy of Power of Attorney of the Registrant; | (8) |
2 | Conformed copy of Power of Attorney of Trustees and Chief Investment Officer of the Registrant; | (9) |
3 | Conformed copy of the Power of Attorney of the Trustees and Treasurer of the Registrant; | (19) |
4 | Conformed copy of the Power of Attorney of the Trustee of the Registrant; | (20) |
5 | Conformed copy of the Power of Attorney of Trustee, Maureen E. Lally-Green, of the Registrant; | (27) |
6 | Conformed copy of the Power of Attorney of Trustee, Lori A. Hensler, of the Registrant; | (+) |
+ | Exhibit is being filed electronically with registration statement; indicate by footnote |
ALL RESPONSES ARE INCORPORATED BY REFERENCE TO A POST-EFFECTIVE AMENDMENT (PEA) OF THE REGISTRANT FILED ON FORM N-1A (FILE NOS. 33-54445 and 811-7193)
|
||
2 | Initial Registration Statement filed August 26, 1994. | |
3 | PEA No. 1 filed September 22, 1995. | |
5 | PEA No. 5 filed February 27, 1998. | |
6 | PEA No. 6 filed March 30, 1998. | |
7 | PEA No. 7 filed September 25, 1998. | |
8 | PEA No. 9 filed September 28, 1999. | |
9 | PEA No. 11 filed September 14, 2001. | |
10 | PEA No. 13 filed September 27, 2002. | |
11 | PEA No. 16 filed January 2, 2003. | |
12 | PEA No. 17 filed September 30, 2003. | |
13 | PEA No. 18 filed October 31, 2003. | |
14 | PEA No. 20 filed September 29, 2004. | |
15 | PEA No. 22 filed December 29, 2004. | |
16 | PEA No. 23 filed June 15, 2005. | |
17 | PEA No. 24 filed September 28, 2005. | |
18 | PEA No. 26 filed December 29, 2005. | |
19 | PEA No. 27 filed September 28, 2006. | |
20 | PEA No. 28 filed October 27, 2006. | |
21 | PEA No. 30 filed September 28, 2007. | |
22 | PEA No. 30 filed September 28, 2007. | |
23 | PEA No. 32 filed October 29, 2007. | |
24 | PEA No. 32 filed October 22, 2007. | |
25 | PEA No. 34 filed December 28, 2007. | |
26 | PEA No. 36 filed December 30, 2008 | |
27 | PEA No. 37 filed September 28, 2009 | |
28 | PEA No. 39 filed October 29, 2009 | |
29 | PEA No. 41 filed December 30, 2009 | |
30 | PEA No. 42 filed October 27, 2010 | |
31 | PEA No. 44 filed September 37, 2011 | |
32 | PEA No. 46 filed October 28, 2011 | |
33 | PEA No. 50 filed September 25, 2012 |
Item 29 Persons Controlled by or Under Common Control with the Fund: |
None |
(1) Positions and Offices with Distributor |
(2) Name
|
(3) Positions and Offices With Registrant |
Executive Vice Presidents: |
Solon A. Person, IV Paul Uhlman |
|
Senior Vice Presidents:
|
Irving Anderson Michael Bappert Jack Bohnet Jane E. Broeren-Lambesis Bryan Burke Charles L. Davis, Jr. Laura M. Deger Peter W. Eisenbrandt Theodore Fadool, Jr. Jamie Getz Dayna C. Haferkamp Vincent L. Harper, Jr. Bruce E. Hastings James M. Heaton Donald Jacobson Harry J. Kennedy Michael Koenig Anne H. Kruczek Michael Liss Amy Michaliszyn Richard C. Mihm Alec H. Neilly Becky Nelson Keith Nixon Brian S. Ronayne Tom Schinabeck John Staley Colin B. Starks Robert F. Tousignant William C. Tustin Michael Wolff |
|
Vice Presidents: |
Catherine M. Applegate Robert W. Bauman Marc Benacci Dan Berry Bill Boarts Edward R. Bozek Edwin J. Brooks, III Mark Carroll Dan Casey Scott Charlton Steven R. Cohen James Conely Kevin J. Crenny G. Michael Cullen Beth C. Dell Jack C. Ebenreiter Donald C. Edwards Timothy Franklin Peter Germain Scott Gundersen Michael L. Guzzi Raymond J. Hanley Scott A. Holick Robert Hurbanek Jeffrey S. Jones Todd Jones Scott D. Kavanagh Patrick Kelly Matthew Khan Shawn E. Knudson Ed Koontz Jerry L. Landrum David M. Larrick Christopher A. Layton John P. Lieker Jonathan Lipinski Michael R. Manning Michael Marcin Paul Marino Susan Matis Diane Marzula Meghan McAndrew Martin J. McCaffrey Mary A. McCaffrey Joseph McGinley Kyle Morgan Vincent T. Morrow John C. Mosko Doris T. Muller Alec H. Neilly Ted Noethling John A. O’Neill James E. Ostrowski Stephen Otto Mark Patsy Rich Paulson Chris Prado Sean Quirk Josh Rasmussen Richard A. Recker Diane M. Robinson Timothy A. Rosewicz Matt Ryan
|
|
Eduardo G. Sanchez Robert E. Savarese, Jr. Leland T. Scholey Peter Siconolfi Bradley Smith Edward L. Smith Peter Smith Eric M. Smyth Jack L. Streich Mark Strubel Jonathen Sullivan Cynthia M. Tomczak Jerome R. Tuskan Michael Vahl David Wasik G. Walter Whalen Stephen White Lewis Williams Littell L. Wilson Edward J. Wojnarowski Daniel Wroble Erik Zettlemayer Paul Zuber |
Assistant Vice Presidents: |
Debbie Adams-Marshall John J. Barrett Mary Ellen Coyne Chris Jackson Joseph R. Lantz Carol Anne Sheppard Laura Vickerman James Wagner
|
|
Secretary: | Kary A. Moore | |
Treasurer: | Richard A. Novak | |
Assistant Treasurer: | Jeremy D. Boughton | |
Chief Compliance Officer: | Brian P. Bouda |
(c) | Not Applicable |
Item 33 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: |
Item 34 Management Services: Not applicable. |
Item 35 Undertakings: |
Registrant hereby undertakes to comply with the provisions of Section 16(c) of the 1940 Act with respect to the removal of Trustees and the calling of special shareholder meetings by shareholders. |
SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, FEDERATED INSTITUTIONAL TRUST, certifies that it meets all of the requirements for effectiveness of this Amendment to its Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Pittsburgh and Commonwealth of Pennsylvania, on the 25 th day of September, 2013. |
FEDERATED INSTITUTIONAL TRUST |
BY: /s/ Gail C. Jones Gail C. Jones, Assistant Secretary |
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/ Gail C. Jones Gail C. Jones, Assistant Secretary |
Attorney In Fact For the Persons Listed Below | September 25, 2013 |
John F. Donahue * | Trustee | |
J. Christopher Donahue *
|
President and Trustee (Principal Executive Officer) | |
Lori A. Hensler* | Treasurer (Principal Financial Officer) | |
Maureen E. Lally-Green* | Trustee | |
Peter E. Madden* | Trustee | |
Charles F. Mansfield, Jr.* | Trustee | |
Thomas O’Neill* | Trustee | |
John S. Walsh* | Trustee | |
*By Power of Attorney |
E xhibit 28o(6) under Form N-1A
Exhibit 23 under Item 601/Reg. S-K
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints the Secretary and Assistant Secretaries of FEDERATED INSTITUTIONAL TRUST 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/ Lori A. Hensler | Treasurer | April 1, 2013 |
Lori A. Hensler |
Exhibit 28h(20) under Form N-1A
Exhibit 99 under Item 601/Reg. S-K
AMENDED AND RESTATED
AGREEMENT
for
ADMINISTRATIVE SERVICES
This Amended and Restated Agreement for Administrative Services (the “ Agreement ”)is made, severally and not jointly, as of September 1, 2012, by each of the investment companies listed on Exhibit A hereto, each having its principal office and place of business at 4000 Ericsson Drive, Warrendale, Pennsylvania 15086(collectively, the “ Investment Company ”), and FEDERATED ADMINISTRATIVE SERVICES, a Delaware statutory trust, having its principal office and place of business at Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779 (the “ FAS ”). The Agreement amends and restates in its entirety that Agreement for Administrative Services by and between the Investment Company and FAS dated November 1, 2003, as amended, (the “ Superseded Agreement ”).
WHEREAS, each investment company subject to this Agreement is registered as a 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 ”);
WHEREAS, certain investment companies subject to this Agreement are “series companies” as defined in Rule 18f-2 under the 1940 Act and, as used in this Agreement, the term “ Fund ” refers to either (i) an individual portfolio of such a series company or (ii) an investment company that is not organized as a series company, and the term “ Funds ” refers to all such portfolios and investment companies, collectively; and
WHEREAS, Shares of each Fund may be subdivided into classes (each a “ Class ”) as provided in Rule 18f-3 under the 1940 Act;
WHEREAS, the Investment Company wishes to appoint FAS as its administrator to provide it with Administrative Services (as herein defined) and FAS desires to accept such appointment;
WHEREAS, Investment Company and FAS are parties to the Superseded Agreement with respect to the subject matter hereof; and
WHEREAS, Investment Company and FAS desire to amend the Superseded Agreement by amending and restating the same in its entirety on the terms set forth herein;
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:
Article 1. Appointment .
The Investment Company hereby appoints FAS as Administrator for the period on the terms and conditions set forth in this Agreement. FAS hereby accepts such appointment and agrees to furnish the services set forth in Article 2 of this Agreement in return for the compensation set forth in Article 5 of this Agreement.
Article 2. FAS’s Duties .
As Administrator, and subject to the supervision and control of the Investment Company’s Board of Trustees/Directors (the “ Board ”), FAS will provide facilities, equipment, and personnel to carry out the following “ Administrative Services ” for operation of the business and affairs of the Investment Company and each of its Funds and any additional Administrative Services that FAS shall agree in writing to perform for the Investment Company from time to time:
A. | prepare, file, and maintain the Investment Company's governing documents and any amendments thereto, including the charter documents, the by-laws and minutes of meetings of the Board, Board Committees and Shareholders; |
B. | prepare and file with the Securities and Exchange Commission (the “ SEC ”) and the appropriate state securities authorities: (i) the registration statements for the Investment Company and the Investment Company's Shares and all amendments thereto, (ii) shareholder reports and other applicable regulatory reports and communications, including but not limited to, reports on Form N-CSR, Form N-PX, Form N-Q, Form N-SAR, annual and semi-annual reports to shareholders, (iv) proxy materials; (v) notices pursuant to Rule 24f-2;and (vi) such other documents all as may be necessary to enable the Investment Company to continuously offer its shares; |
C. | prepare and administer contracts on behalf of the Investment Company and supervise relationships with, among others, the Investment Company's investment advisers, sub-advisers, fund accountants, custodians, transfer agents and distributors, subject to any terms and conditions established by the Board and the requirements of the 1940 Act; |
D. | negotiate and secure for the Investment Company and its directors and officers: (i) a fidelity bond in an amount that is at least adequate to satisfy the requirements of the 1940 Act, (ii) directors and officer’s coverage and (iii) professional liability or errors and omissions coverage, in each case, under terms that are acceptable to the Board; |
E. | prepare and file the Investment Company's tax returns; |
F. | coordinate the layout, printing and electronic delivery of publicly disseminated prospectuses and shareholder reports, make recommendations to improve their effectiveness or reduce expenses; |
G. | perform internal audit examinations in accordance with a charter adopted by the Investment Company; |
H. | monitor enterprise level risks associated with the services provided herein in accordance with a charter adopted by Investment Company; |
I. | develop and recommend changes in the investment strategy and operation of the Investment Company, that may be in the interest of its Shareholders; |
J. | provide individuals reasonably acceptable to the Board for nomination, appointment, or election as the following officers of the Investment Company, who will be responsible for the management of certain of the Investment Company's affairs as specified in the Investment Company's charter documents and by-laws, subject to direction by the Investment Company’s Board: (i) the president and principal executive officer, (ii) the treasurer and principal financial and accounting officer; (iii) the secretary, and (iv) such other officers as are mutually agreeable; |
K. | subject to the Board’s direction, coordinate meetings of the Board (and its committees), including: (i) the creation of notices, agendas, legal memoranda and administrative reports, and (ii) the review and compilation of other materials prepared by the Investment Company’s adviser, distributor, portfolio accountant, custodian, transfer agent, auditor, independent counsel or other service providers to support the Board’s discussions and actions taken; |
L. | evaluate and obtain custody services from a financial institution that meets the requirements of the 1940 Act; |
M. | monitor trading activity to help identify market timers and recommend policies to deter market timing; |
N. | review potential intermediary clients and existing intermediary clients as appropriate to determine/monitor the client’s ability to adhere to the terms of any servicing agreement between the client and Investment Company; |
O. | review and recommend changes to the transfer agent’s policies and procedures to mitigate fraud, enhance Shareholder services or reduce expenses and support and monitor the transfer agent’s cost-basis reporting obligations; |
P. | review and recommend changes to policies and procedures designed to reduce Fund expenses; |
Q. | monitor changes in applicable regulations and make corresponding changes in, or develop new, policies and procedures for the Fund or for the applicable service provider; |
R. | compare, as applicable, the fund accountant’s calculation of the Investment Company’s net asset value, yield, average maturity, dividends, fund total return and performance and total assets with the fund accountant’s previous calculations and with changes in the relevant securities market on a daily basis for reasonableness of changes; |
S. | evaluate and recommend the pricing services used by the Investment Company; participate in the fair valuation of portfolio securities as required by the Investment Company’s fair valuation procedures; review and recommend changes to the Investment Company’s fair valuation procedures; |
T. | compare the fund accountant’s calculations of the Investment Company’s distribution pool balances with the fund accountant’s previous calculations for reasonableness of changes; |
U. | perform weekly and month-end comparison, as applicable, of the fund accountant’s amortized cost monitor with the previous amortized cost monitor for reasonableness of changes to the net asset value calculation; notify designated parties, as necessary, of deviations in compliance with the Investment Company’s Rule 2a-7 procedures, if any; |
V. | perform monthly comparison of the fund accountant’s performance calculations and projected annual fund expenses with previous calculations and projections for reasonableness of changes; |
W. | review fund expense reports prepared by the fund accountant; |
X. | compare the fund accountant’s calculation of dividend and capital gains recommendations with previous recommendations for reasonableness of changes; consult with portfolio managers concerning fixed dividend recommendations; |
Y. | review the fund accountant’s calculation of year-end shareholder tax reports (AUM income calculation, state income percentages and government income percentages) ; |
Z. | monitor the Investment Company’s status as a regulated investment company under the Internal Revenue Code of 1986, as amended (“ IRC ”); |
AA. | prepare, review and negotiate standard forms of indentures, guarantees, agreements, certificates, confirmations and other documentation relating to the legal terms of securities eligible for purchase by money market funds, provided that FAS shall not have any obligation to: (i) provide any written legal opinions regarding such securities or (ii) prepare, review or negotiate any document for which a standard form has not been developed and accepted for use by the investment company industry; |
BB. | provide office space, telephone, office equipment and supplies for the Investment Company; |
CC. | respond to all inquiries or other communications from Shareholders and other parties or, if the inquiry is more properly responded to by another of the Investment Company’s service providers, referring the individual making the inquiry to the appropriate person; |
DD. | perform the following services, either itself or through its affiliate, Federated Services company; (i) select and perform due diligence regarding proposed new owners of omnibus accounts as proposed recordkeeping agents for the Investment Company, (ii) enter into agreements as agent for the Investment Company, or any of them, substantially in the form most recently approved by the Investment Company’s board, with the registered owners of omnibus accounts for the provision of services necessary for the recordkeeping or sub-accounting of share positions held in underlying sub-accounts (“ Recordkeeping Agreements ”), together with such changes thereto as may be agreed to by Company so long as such changes do not (a) increase the fees payable by the Investment Company under the Recordkeeping Agreements, (b) alter the indemnity obligations of the Investment Company owing to or from the Investment Company thereunder or (c) otherwise materially alter the obligations of the Investment Company under the Recordkeeping Agreements, (iii) agree, on behalf of the Investment Company, to make payments for services rendered under Recordkeeping Agreements out of the assets of the Investment Company in amounts not to exceed the amounts determined from time to time by the Board of the Investment Company, and (iv) give instructions to the transfer agent of the Investment Company (the “ Transfer Agent ”), for and on behalf of the Investment Company as “ Proper Instructions ” of the Investment Company under and pursuant to the agreement for transfer agency services with the Transfer Agent, to perform the services of Company and/or the Investment Company under each such Recordkeeping Agreement, excepting only the indemnity obligations owning from the Investment Company or Company thereunder; |
EE. | perform the following “blue sky” services, either itself or through one or more affiliated or unaffiliated service providers: (1) provide a system to monitor the total number of Shares of the Investment Company (and/or Class) sold in each State, (2) monitor the total number of Shares of such Investment Company (and/or Class) sold in each State and, where appropriate, increase the number of Shares registered in such State, (3) with respect to shareholders of the Investment Company whose shareholdings are fully-disclosed on the transfer agent’s recordkeeping system, (a) identify those transactions and assets to be treated as exempt from blue sky reporting for each State and (ii) verify the classification of transactions for each State on the transfer agent’s recordkeeping system, and (4) with respect to shareholders of the Investment Company whose shareholdings are not fully-disclosed on the transfer agent’s recordkeeping system, rely upon information provided by the relevant financial intermediary transacting for such holder of Shares in performing the obligations set forth in subsection (2) above; |
FF. | provide compliance services, as directed by the Investment Company’s Chief Compliance Officer, which include monitoring the Investment Company’s compliance with its policies and procedures, and with applicable federal, state and foreign securities laws, and the rules and regulations thereunder, as applicable; |
GG. | administer the Investment Company’s code of ethics; |
HH. | monitor the Investment Company’s compliance with its investment policies, objectives and restrictions as set forth in its currently effective registration statement; |
II. | implement and maintain, together with affiliated companies, a business continuation and disaster recovery program for the Investment Company; and |
JJ. | assist the Investment Company in regulatory examinations, inspections or investigations of the Investment Company. |
See First Amendment, dated 3/1/13, for new Section KK.
Article 3. Records .
FAS shall create and maintain all necessary books and records in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act, pertaining to the Administrative Services performed by it and not otherwise created and maintained by another party pursuant to contract with the Investment Company. Where applicable, such records shall be maintained by FAS for the periods and in the places required by Rule 31a-2 under the 1940 Act. The books and records pertaining to the Investment Company which are in the possession of FAS shall be the property of the Investment Company. The Investment Company, or the Investment Company's authorized representatives, shall have access to such books and records at all times during FAS's normal business hours. Upon the reasonable request of the Investment Company, copies of any such books and records shall be provided promptly by FAS to the Investment Company or the Investment Company's authorized representatives.
Article 4. Expenses.
FAS shall be responsible for expenses
incurred in providing office space, equipment, and personnel as may be necessary or convenient to provide the Administrative Services
to the Investment Company, including the compensation of FAS employees who serve as trustees or directors or officers of the Investment
Company. Each Fund shall be solely responsible for all other fees, costs or expenses of any kind reasonably incurred by FAS on
its behalf pursuant to this Agreement and not expressly assumed by FAS under this Agreement, including without limitation postage
and courier expenses, printing expenses, travel expenses, registration fees, filing fees, taxes, expenses for equipment, supplies
and technology specially ordered by or for the Investment Company, fees of outside counsel (other than counsel sub-contracted with
by FAS to perform services under this Agreement) and independent auditors, or other professional services, organizational expenses,
insurance premiums, fees payable to persons who are not FAS’s employees, trade association dues, and other expenses properly
payable by the Funds (“
Out of Pocket Expenses
”) provided that, any Out of Pocket Expenses incurred by FAS that
are payable to or by an affiliate of FAS will not be duplicative of services to be provided by those affiliates under any other
agreement with the Funds.
See First Amendment, dated 3/1/13, for new wording.
Article 5. Compensation.
In addition to Out of Pocket Expenses,
for the Administrative Services provided, the Investment Company hereby agrees to pay and FAS hereby agrees to accept as full compensation
for its services rendered hereunder a pro rata “
Administrative Services Fee
” at the annual rates set forth below
on the average daily net assets of each Fund listed on Exhibit A.
|
|
|
|
|
|
|
|
|
|
Provided,
however, that no Administrative Services Fee will be charged for those Funds listed on Exhibit B to this Agreement. For purposes
of calculating the applicable breakpoint under this Agreement, “Investment Complex” is defined as those Funds listed
on Exhibit A but not also listed on Exhibit B.
The
Administrative Services Fee and Out of Pocket Expenses attributable to each Fund shall be accrued by such Fund and paid to FAS
no less frequently than monthly, and shall be paid daily upon request of FAS. FAS will maintain detailed information about the
Administrative Services Fee and Out of Pocket Expenses paid by each Fund.
See
First Amendment, dated 3/1/13, for new wording.
Article 6. Standard of Care and Indemnification.
A. | FAS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties under this Agreement. Any person, even though also an officer, director, trustee, partner, employee or agent of FAS, who may be or become an officer, director, trustee, partner, employee or agent of the Investment Company, shall be deemed, when rendering services to the Investment Company or acting on any business of the Investment Company (other than services or business in connection with the duties of FAS hereunder) to be rendering such services to or acting solely for the Investment Company and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of FAS, even though paid by FAS. |
B. | FAS shall be kept indemnified by the Investment Company and be without liability for any action taken or thing done by it in performing the Administrative Services in accordance with the above standards. |
C. | FAS shall not be responsible for and the Investment Company or Fund shall indemnify and hold FAS, 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, fund accountant, distributor, transfer agent or other party contracted by or approved by the Investment Company or Fund.
(2) The reliance on or use by FAS or its agents or subcontractors of information, records and documents in proper form which:
(a) are received by FAS or its agents or subcontractors from any adviser, sub-adviser, fund accountant, distributor, transfer agent or other third party contracted by or approved by the Investment Company or Fund for use in the performance of services under this Agreement; or
(b) have been prepared and/or maintained by the Investment Company or its affiliates or any other person or firm on behalf of the Investment Company.
(3) The reliance on, or the carrying out by FAS or its agents or subcontractors of a Proper Instruction of the Investment Company or the Fund.
“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) FAS 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 Investment Company, or the Fund, and FAS 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 Investment Company, or the Fund, and FAS are satisfied that such procedures afford adequate safeguards for the Fund's assets. Proper Instructions may only be amended in writing.
(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.
(5) Any untrue statement or alleged untrue statement of a material fact contained in the Investment Company’s registration statement, any prospectus or statement of additional information (“ SAI ”) (as from time to time amended or 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 Investment Company about FAS by or on behalf of FAS expressly for the use in the registration statement, any prospectus or SAI, or any amendment or supplement thereof.
Provided, however, that FAS shall not be protected by this Article 6.C. from liability for any act or omission resulting from FAS's willful misfeasance, bad faith, gross negligence in the performance of or reckless disregard of its duties under this Agreement.
D. | At any time FAS may apply to any officer of the Investment Company or Fund for instructions, and may consult with legal counsel or the Investment Company’s independent accountants with respect to any matter arising in connection with the services to be performed by FAS under this Agreement, and FAS and its agents or subcontractors shall not be liable and shall be indemnified by the Investment Company 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 or independent accountant provided such action is not in violation of applicable federal or state laws or regulations. |
E. | The Investment Company or Fund shall not be responsible for and FAS shall indemnify and hold the Investment Company or Fund harmless against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to FAS’s willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or reckless disregard by it of its duties under this Agreement. |
F. | In order that the indemnification provisions contained in this Article 6 shall apply, upon the assertion of a claim for which any party may be required to indemnify another, the party seeking indemnification (the “ Claimant ”), shall promptly notify the indemnifying party (the “ Indemnifier ”) of such assertion. It is further understood that each party will use all reasonable care to identify and notify the Indemnifier promptly concerning any situation that presents or appears likely to present the probability of such a claim for indemnification against the Indemnifier, provided that the failure to give notice as required by this paragraph 6.F. in a timely fashion shall not result in a waiver of any right to indemnification hereunder unless the Indemnifier is prejudiced thereby and then only to the extent of such prejudice. The Claimant shall permit the Indemnifier to assume the defense of any such claim or any litigation resulting from it, provided that Indemnifier’s counsel that is conducting the defense of such claim or litigation shall be approved by the Claimant (which approval shall not be unreasonably withheld), and that the Claimant may participate in such defense at its expense. |
The Indemnifier, in the defense of any such claim or litigation, shall not, without the consent of the Claimant, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term the giving by the alleging party or plaintiff to the Claimant of a release from all liability in respect to such claim or litigation.
Article 7. Sub-contractors and Assignment.
A. | This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. |
B. | FAS may without further consent on the part of the Investment Company subcontract for the performance of Administrative Services with a sub-contractor selected by FAS. FAS shall be as fully responsible to the Investment Company for the acts and omissions of any subcontractor as it is for its own acts and omissions. |
C. | FAS shall upon instruction from the Investment Company subcontract for the performance of services under this Agreement with an agent selected by the Investment Company, other than as described in 7.B. above, provided, however, that FAS shall in no way be responsible to the Investment Company for the acts and omissions of the agent. |
D. | FAS may, without further consent on the part of the Investment Company, assign its rights and obligations under this Agreement to any entity ultimately controlled by Federated Investors, Inc. |
E. | Except as provided in Paragraph 7.D., FAS may not assign its rights and obligations under this Agreement, whether directly or by operation of law, without the prior written consent of the Investment Company, which consent may not be unreasonably withheld. |
Article 8. Representations and Warranties.
FAS represents and warrants to the Investment Company that:
(1) It is a statutory 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 each jurisdiction where the nature of its business requires such qualification, and in the state of Delaware;
(3) It is empowered under applicable laws and by its Declaration of Trust and by-laws to enter into and perform this Agreement; and
(4) All requisite corporate proceedings have been taken to authorize it to enter into and perform its obligations under this Agreement.
Article 9. Term and Termination of Agreement.
A. | This Agreement shall be effective from the date set forth above and shall continue indefinitely with respect to each Investment Company and Fund until terminated as follows: |
(1) the Agreement may be terminated by FAS at any time, without payment of any penalty, upon eighteen (18) months’ written notice to the Investment Company;
(2) the Agreement may be terminated by the Investment Company at any time, without payment of any penalty, upon eighteen (18) months’ written notice to FAS; however, in the event, of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties by FAS, the Investment Company may terminate the Agreement upon 60 days’ written notice to FAS, provided that FAS has not cured such willful misfeasance, bad faith, gross negligence or reckless disregard of its duties within the 60 day period of such notice of termination.
B. | The termination of this Agreement with respect to one Investment Company or Fund shall not result in the termination of this Agreement with respect to any other Investment Company or Fund. Investment Companies that merge or dissolve during the term of the Agreement, shall, upon payment of all outstanding fees and Out of Pocket Expenses, cease to be a party on the effective date of such merger or dissolution. |
C. | Articles 6 and 19, 20 and 21 shall survive the termination of this Agreement. |
Article 10. Amendment.
This Agreement may be amended or modified only by a written agreement executed by both parties.
Article 11. Interpretive and Additional Provisions.
In connection with the operation of this Agreement, FAS and the Investment Company 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 any charter document.
Article 12. Governing Law.
This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to any conflicts or choice of laws rule or provision that would result in the application of the domestic substantive laws of any other jurisdiction.
Article 13. Notices.
Except as otherwise specifically provided herein, notices and other writings delivered or mailed postage prepaid to the Investment Company at 4000 Ericsson Drive, Warrendale, Pennsylvania 15086, or to FAS at Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or to such other address as the Investment Company or FAS may hereafter specify, shall be deemed to have been properly delivered or given hereunder to the respective address.
Article 14. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original.
Article 15. 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 16. Successor Administrator.
If a successor Administrator for the Investment Company shall be appointed by the Investment Company, FAS shall upon termination of this Agreement deliver to such successor Administrator at the office of FAS all properties of the Investment Company held by it hereunder. If no such successor Administrator shall be appointed, FAS shall at its office upon receipt of Proper Instructions deliver such properties in accordance with such instructions.
Each Fund will bear all out-of-pocket expenses arising from the transition of Administrative Services to a successor Administrator, including without limitation the expenses of moving or transmitting materials to the successor Administrator.
Article 17. Force Majeure.
If either party is unable to carry out any of its obligations under this Agreement because of conditions beyond its reasonable control, including, but not limited to, acts of war or terrorism, work stoppages, fire, civil disobedience, delays associated with hardware malfunction or availability, riots, rebellions, storms, electrical failures, acts of God, and similar occurrences (“ Force Majeure ”), this Agreement will remain in effect and the non-performing party’s obligations shall be suspended without liability for a period equal to the period of the continuing Force Majeure (which such period shall not exceed fifteen (15) business days), provided that:
(1) the non-performing party gives the other party prompt notice describing the Force Majeure, including the nature of the occurrence and its expected duration and, where reasonably practicable, continues to furnish regular reports with respect thereto during the period of Force Majeure;
(2) the suspension of obligations is of no greater scope and of no longer duration than is required by the Force Majeure;
(3) no obligations of either party that accrued before the Force Majeure are excused as a result of the Force Majeure; and
(4) the non-performing Party uses reasonable efforts to remedy its inability to perform as quickly as possible.
Article 18. Severability.
In the event any provision of this Agreement is held illegal, void or unenforceable, the balance shall remain in effect.
Article 19. Limitations of Liability of the Board and Shareholders of the Investment Company.
The execution and delivery of this Agreement have been authorized by the Board of the Investment Company and signed by an authorized officer of the Investment Company, acting as such, and neither such authorization by the Board 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 member of the Board or Shareholders of the Investment Company, but bind only the property of the Fund, or Class, as provided in the Declaration of Trust.
Article 20. Limitations of Liability of Trustees and Shareholders of the Company.
The execution and delivery of this Agreement have been authorized by the Trustees of FAS and signed by an authorized officer of FAS, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any of the Trustees or Shareholders of FAS, but bind only the property of FAS, as provided in FAS’s Declaration of Trust.
Article 21. Confidentiality and Privacy.
A. | The Investment Company may disclose shareholder/customer non-public information (“ NPI ”) to FAS as agent of the Investment Company and solely in furtherance of fulfilling FAS’s contractual obligations under this Agreement in the ordinary course of business to support the Investment Company and its shareholders. |
B. | FAS hereby agrees to be bound to use and redisclose such NPI (i) for the limited purpose of fulfilling its duties and obligations under this Agreement; (ii) as permitted under Regulation S-P; and (iii) as required by any applicable federal or state law or regulation or request of or by any governmental or regulatory authority or self-regulatory organization having jurisdiction over FAS or the Investment Company. |
C. | FAS represents and warrants that it has implemented, and will continue to carry out for the term of this Agreement, policies and procedures in compliance with all applicable laws and regulations regarding the privacy of shareholder information which are reasonably designed to: |
(1) insure the security and confidentiality of records and NPI of Investment Company shareholders/customers, including but not limited to encrypting such information as required by applicable federal and state laws or regulations;
(2) protect against any anticipated threats or hazards to the security or integrity of Investment Company customer records and NPI; and
(3) protect against unauthorized access to or use of such Investment Company customer records or NPI that could result in substantial harm or inconvenience to any Investment Company customer.
Article 22. Further Assurance .
Each party agrees to promptly sign all documents and take any additional actions reasonably requested by the other to accomplish the purposes of this Agreement.
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.
INVESTMENT COMPANIES |
(listed on Exhibit A hereto) |
|
By: /s/ J. Christopher Donahue |
Name: J. Christopher Donahue |
Title: President |
FEDERATED ADMINISTRATIVE SERVICES |
|
By: /s/ Peter J. Germain |
Name: Peter J. Germain |
Title: President |
Agreement for Administrative Services
EXHIBIT 1
This contract is for federated funds only.
(revised as of 9/1/13)
CONTRACT
DATE | INVESTMENT COMPANY | ||
11/1/03 | Cash Trust Series, Inc. | ||
11/1/03 | Federated Government Cash Series | ||
11/1/03 | Federated Municipal Cash Series | ||
11/1/03 | Federated Prime Cash Series | ||
11/1/03 | Federated Treasury Cash Series | ||
11/1/03 | Cash Trust Series II | ||
11/1/03 | Federated Treasury Cash Series II | ||
12/1/07 | Cash II Shares | ||
11/1/03 | Edward Jones Money Market Fund | ||
11/1/03 | Investment Shares | ||
11/1/03 | Retirement Shares | ||
11/1/03 | Federated Adjustable Rate Securities Fund | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated Core Trust | ||
9/1/10 | Federated Bank Loan Core Fund | ||
9/1/05 | Federated Inflation-Protected Securities Core Fund | ||
11/1/03 | Federated Mortgage Core Portfolio | ||
11/1/03 | High-Yield Bond Portfolio | ||
3/1/08 | Federated Core Trust III | ||
Federated Project and Trade Finance Core Fund | |||
9/1/07 | Federated Enhanced Treasury Income Fund | ||
(limited purpose of Administrative Services) | |||
9/1/07 | Common Shares | ||
11/1/03 | Federated Equity Funds | ||
11/1/03 | Federated Absolute Return Fund | ||
11/1/03 | Class A Shares | ||
11/1/03 | Class B Shares | ||
11/1/03 | Class C Shares | ||
6/1/07 | Institutional Shares | ||
12/1/08 | Federated Clover Small Value Fund | ||
12/1/08 | Class A Shares | ||
12/1/08 | Class C Shares | ||
12/1/08 | Institutional Shares | ||
12/29/10 | Class R Shares | ||
12/1/08 | Federated Clover Value Fund | ||
12/1/08 | Class A Shares | ||
12/1/08 | Class B Shares | ||
12/1/08 | Class C Shares | ||
12/1/08 | Class R Shares | ||
12/1/08 | Institutional Shares | ||
9/1/10 | Federated Global Equity Fund | ||
9/1/10 | Class A Shares | ||
9/1/10 | Class C Shares | ||
9/1/10 | Institutional Shares |
3/1/07 | Federated InterContinental Fund | ||
3/1/07 | Class A Shares | ||
3/1/07 | Class B Shares | ||
3/1/07 | Class C Shares | ||
3/1/07 | Class R Shares | ||
6/1/13 | Class R6 Shares | ||
3/1/07 | Institutional Shares | ||
3/1/08 | Federated International Strategic Value Dividend Fund | ||
3/1/08 | Class A Shares | ||
3/1/08 | Class C Shares | ||
3/1/08 | Institutional Shares | ||
11/1/03 | Federated Kaufmann Fund | ||
11/1/03 | Class A Shares | ||
11/1/03 | Class B Shares | ||
11/1/03 | Class C Shares | ||
11/1/03 | Class R Shares | ||
9/17/07 | Federated Kaufmann Large Cap Fund | ||
9/17/07 | Class A Shares | ||
9/17/07 | Class C Shares | ||
9/17/07 | Class R Shares | ||
9/17/07 | Institutional Shares | ||
11/1/03 | Federated Kaufmann Small Cap Fund | ||
11/1/03 | Class A Shares | ||
11/1/03 | Class B Shares | ||
11/1/03 | Class C Shares | ||
9/1/05 | Class R Shares | ||
11/1/03 | Federated MDT Mid Cap Growth Strategies Growth Fund | ||
11/1/03 | Class A Shares | ||
11/1/03 | Class B Shares | ||
11/1/03 | Class C Shares | ||
9/1/06 | Class R Shares | ||
12/1/09 | Institutional Shares | ||
9/1/13 | Federated Managed Risk Fund | ||
9/1/13 | Class A Shares | ||
9/1/13 | Institutional Shares | ||
9/1/08 | Federated Prudent Bear Fund | ||
9/1/08 | Class A Shares | ||
9/1/08 | Class C Shares | ||
9/1/08 | Institutional Shares | ||
12/1/04 | Federated Strategic Value Dividend Fund | ||
12/1/04 | Class A Shares | ||
12/1/04 | Class C Shares | ||
3/1/05 | Institutional Shares | ||
11/1/03 | Federated Equity Income Fund, Inc. | ||
11/1/03 | Class A Shares | ||
11/1/03 | Class B Shares | ||
11/1/03 | Class C Shares | ||
11/1/03 | Class F Shares | ||
1/25/13 | Class R Shares | ||
3/1/12 | Institutional Shares | ||
11/1/03 | Federated Fixed Income Securities, Inc. | ||
11/1/03 | Federated Strategic Income Fund | ||
11/1/03 | Class A Shares | ||
11/1/03 | Class B Shares | ||
11/1/03 | Class C Shares | ||
11/1/03 | Class F Shares | ||
9/1/07 | Institutional Shares | ||
11/1/03 | Federated Municipal Ultrashort Fund | ||
11/1/03 | Class A Shares | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Federated GNMA Trust | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
6/1/08 | Federated Global Allocation Fund | ||
6/1/08 | Class A Shares | ||
6/1/08 | Class B Shares | ||
6/1/08 | Class C Shares | ||
6/1/08 | Class R Shares | ||
3/1/09 | Institutional Shares | ||
11/1/03 | Federated Government Income Securities, Inc. | ||
11/1/03 | Class A Shares | ||
11/1/03 | Class B Shares | ||
11/1/03 | Class C Shares | ||
11/1/03 | Class F Shares | ||
11/1/03 | Federated High Income Bond Fund, Inc. | ||
11/1/03 | Class A Shares | ||
11/1/03 | Class B Shares | ||
11/1/03 | Class C Shares | ||
11/1/03 | Federated High Yield Trust | ||
4/30/10 | Service Shares | ||
6/1/13 | Institutional Shares | ||
11/1/03 | Federated Income Securities Trust | ||
11/1/03 | Federated Capital Income Fund | ||
11/1/03 | Class A Shares | ||
11/1/03 | Class B Shares | ||
11/1/03 | Class C Shares | ||
11/1/03 | Class F Shares | ||
6/1/13 | Class R Shares | ||
3/1/12 | Institutional Shares | ||
9/1/10 | Federated Floating Rate Strategic Income Fund | ||
9/1/10 | Class A Shares | ||
9/1/10 | Class C Shares | ||
9/1/10 | Institutional Shares | ||
11/1/03 | Federated Fund for U.S. Government Securities | ||
11/1/03 | Class A Shares | ||
11/1/03 | Class B Shares | ||
11/1/03 | Class C Shares | ||
11/1/03 | Federated Intermediate Corporate Bond Fund | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated Muni and Stock Advantage Fund | ||
11/1/03 | Class A Shares | ||
11/1/03 | Class B Shares | ||
11/1/03 | Class C Shares | ||
5/29/07 | Class F Shares | ||
12/1/10 | Institutional Shares | ||
9/1/08 | Federated Prudent DollarBear Fund | ||
9/1/08 | Class A Shares | ||
9/1/08 | Class C Shares | ||
9/1/08 | Institutional Shares | ||
12/1/05 | Federated Real Return Bond Fund | ||
12/1/05 | Class A Shares | ||
12/1/05 | Class C Shares | ||
12/1/05 | Institutional Shares | ||
11/1/03 | Federated Short-Term Income Fund | ||
12/1/03 | Class A Shares | ||
12/1/03 | Class Y Shares | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
9/1/10 | Federated Unconstrained Bond Fund | ||
9/1/10 | Class A Shares | ||
9/1/10 | Class C Shares | ||
9/1/10 | Institutional Shares | ||
11/1/03 | Federated Income Trust | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated Institutional Trust | ||
11/1/03 | Federated Government Ultrashort Duration Fund | ||
11/1/03 | Class A Shares | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated Institutional High Yield Bond Fund | ||
12/1/07 | |||
6/1/05 | Federated Intermediate Government/Corporate Fund | ||
6/1/05 | Institutional Shares | ||
6/1/05 | Service Shares | ||
11/1/03 | Federated Insurance Series | ||
11/1/03 | Federated Fund for U.S. Government Securities II | ||
11/1/03 | Federated High Income Bond Fund II | ||
11/1/03 | Primary Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated Kaufmann Fund II | ||
11/1/03 | Primary Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated Managed Tail Risk Fund II | ||
11/1/03 | Primary Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated Managed Volatility Fund II | ||
11/1/03 | Federated Prime Money Fund II | ||
11/1/03 | Federated Quality Bond Fund II | ||
11/1/03 | Primary Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated Intermediate Government Fund, Inc. | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated International Series, Inc. | ||
11/1/03 | Federated International Bond Fund | ||
11/1/03 | Class A Shares | ||
11/1/03 | Class B Shares | ||
11/1/03 | Class C Shares |
11/1/03 | Federated New York Municipal Income Fund | ||
3/1/04 | Class A Shares | ||
11/1/03 | Class B Shares | ||
11/1/03 | Federated Ohio Municipal Income Fund | ||
9/1/08 | Class A Shares | ||
11/1/03 | Class F Shares | ||
11/1/03 | Federated Pennsylvania Municipal Income Fund | ||
11/1/03 | Class A Shares | ||
11/1/03 | Class B Shares | ||
11/1/03 | Federated Premier Intermediate Municipal Income Fund | ||
(limited purpose of Administrative Services) | |||
11/1/03 | Common Shares | ||
Auction Market Preferred Shares | |||
11/1/03 | Federated Premier Municipal Income Fund | ||
(limited purpose of Administrative Services) | |||
11/1/03 | Common Shares | ||
Auction Market Preferred Shares | |||
11/1/03 | Federated Short-Intermediate Duration Municipal Trust | ||
7/1/06 | Class A Shares | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated Total Return Government Bond Fund | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated Total Return Series, Inc. | ||
11/1/03 | Federated Mortgage Fund | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated Total Return Bond Fund | ||
11/1/03 | Class A Shares | ||
11/1/03 | Class B Shares | ||
11/1/03 | Class C Shares | ||
11/1/03 | Class R Shares | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated Ultrashort Bond Fund | ||
11/1/03 | Class A Shares | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated U.S. Government Securities Fund: 1-3 Years | ||
11/1/03 | Class Y Shares | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated U.S. Government Securities Fund: 2-5 Years | ||
11/1/03 | Class R Shares | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated World Investment Series, Inc. | ||
11/1/03 | Federated Emerging Market Debt Fund | ||
11/1/03 | Class A Shares | ||
11/1/03 | Class B Shares | ||
11/1/03 | Class C Shares | ||
3/1/12 | Institutional Shares |
11/1/03 | Federated International Leaders Fund | ||
11/1/03 | Class A Shares | ||
11/1/03 | Class B Shares | ||
11/1/03 | Class C Shares | ||
6/1/13 | Class R Shares | ||
6/1/13 | Class R6 Shares | ||
6/15/10 | Institutional Shares | ||
11/1/03 | Federated International Small-Mid Company Fund | ||
11/1/03 | Class A Shares | ||
11/1/03 | Class B Shares | ||
11/1/03 | Class C Shares | ||
3/1/08 | Institutional Shares | ||
11/1/03 | Intermediate Municipal Trust | ||
11/1/03 | Federated Intermediate Municipal Trust | ||
11/1/03 | Class Y Shares | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Money Market Obligations Trust | ||
11/1/03 | Federated Alabama Municipal Cash Trust | ||
11/1/03 | Federated Automated Cash Management Trust | ||
11/1/03 | Cash II Shares | ||
9/1/06 | Class R Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated Automated Government Cash Reserves | ||
12/1/07 | Service Shares | ||
11/1/03 | Federated Automated Government Money Trust | ||
11/1/03 | Federated California Municipal Cash Trust | ||
12/1/04 | Capital Shares | ||
11/1/03 | Cash II Shares | ||
12/1/04 | Cash Series Shares | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated Connecticut Municipal Cash Trust | ||
12/1/04 | Cash Series Shares | ||
11/1/03 | Service Shares | ||
12/1/04 | Federated Capital Reserves Fund | ||
11/1/03 | Federated Florida Municipal Cash Trust | ||
11/1/03 | Cash II Shares | ||
12/1/04 | Cash Series Shares | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Federated Georgia Municipal Cash Trust | ||
11/1/03 | Federated Government Obligations Fund | ||
12/1/04 | Capital Shares | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Trust Shares | ||
11/1/03 | Federated Government Obligations Tax Managed Fund | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
12/1/04 | Federated Government Reserves Fund | ||
11/1/03 | Federated Liberty U.S. Government Money Market Trust | ||
11/1/03 | Class A Shares | ||
11/1/03 | Class B Shares | ||
3/1/05 | Class C Shares | ||
3/1/05 | Class F Shares |
11/1/03 | Federated Massachusetts Municipal Cash Trust | ||
12/1/04 | Cash Series Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated Master Trust | ||
11/1/03 | Federated Michigan Municipal Cash Trust | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated Minnesota Municipal Cash Trust | ||
11/1/03 | Cash Series Shares | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Federated Money Market Management | ||
9/1/07 | Eagle Shares | ||
9/1/07 | Institutional Shares | ||
12/1/04 | Federated Municipal Trust | ||
11/1/03 | Federated Municipal Obligations Fund | ||
11/1/03 | Capital Shares | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated New Jersey Municipal Cash Trust | ||
12/1/04 | Cash Series Shares | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated New York Municipal Cash Trust | ||
11/1/03 | Cash II Shares | ||
12/1/04 | Cash Series Shares | ||
12/1/04 | Institutional Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated North Carolina Municipal Cash Trust | ||
11/1/03 | Federated Ohio Municipal Cash Trust | ||
11/1/03 | Cash II Shares | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated Pennsylvania Municipal Cash Trust | ||
11/1/03 | Cash Series Shares | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated Prime Cash Obligations Fund | ||
11/1/03 | Capital Shares | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated Prime Management Obligations Fund | ||
12/1/04 | Capital Shares | ||
11/1/03 | Institutional Shares | ||
12/1/04 | Service Shares | ||
11/1/03 | Federated Prime Obligations Fund | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Trust Shares | ||
6/25/12 | Capital Shares | ||
11/1/03 | Federated Prime Value Obligations Fund | ||
11/1/03 | Capital Shares | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares |
11/1/03 | Federated Tax-Free Obligations Fund | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated Tax-Free Trust | ||
11/1/03 | Federated Treasury Obligations Fund | ||
11/1/03 | Capital Shares | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Trust Shares | ||
11/1/03 | Federated Trust for U.S. Treasury Obligations | ||
11/1/03 | Federated U.S. Treasury Cash Reserves | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated Virginia Municipal Cash Trust | ||
12/1/04 | Cash Series Shares | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Tax-Free Money Market Fund | ||
11/1/03 | Investment Shares | ||
11/1/03 | Service Shares |
EXHIBIT B
Funds Not Charged an Administrative Services Fee
Federated Mortgage Core Portfolio
High Yield Bond Portfolio
Federated Enhanced Treasury Income Fund
Federated Bank Loan Core Fund
Federated Project and Trade Finance Core Fund
Fed Inflation-Protected Securities Core Fund
FIRST AMENDMENT to
AMENDED AND RESTATED
AGREEMENT FOR ADMINISTRATIVE SERVICES
between
FEDERATED ADMINISTRATIVE SERVICES
and
the INVESTMENT COMPANY
This First Amendment (the “ Amendment ”) to the Amended and Restated Agreement for Administrative Services (the “ Agreement ”) between each of the investment companies listed on Exhibit A thereto (collectively, the “ Investment Company ”) and Federated Administrative Services (“ FAS ”) is made and entered into as of the 1st day of March, 2013. Terms used in this Amendment shall have the same meaning given to them in the Agreement, unless defined otherwise herein.
WHEREAS, the Investment Company has entered into the Agreement with FAS; and
WHEREAS, the Investment Company and FAS wish to amend the Agreement on the terms and conditions set forth herein:
NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the Investment Company and FAS agree as follows:
1. | Amendments to the Agreement. |
(a) The Agreement is amended to add the following as subsection KK to the end of Article 2:
“KK. Provide the following administrative and compliance services with regard Commodity Futures Trading Commission (“ CFTC ”) Rule 4.5 (as may be amended from time to time): (i) monitor the Investment Company’s compliance with the rule; (ii) with respect to those Funds that are required under the rule to register as ‘commodity pools’ from time to time (the “ Registered Funds ”) prepare, file and maintain the Registered Funds’ registrations with the CFTC or applicable self-regulatory authority, as appropriate; (iii) with respect to those Funds that are subject to the rule but qualify for an exemption from registration as ‘commodity pools’, prepare, file and monitor the companies’ exemptive filings with the CFTC or applicable self-regulatory authority, as appropriate; (iv) in relation to the Registered Funds’ commodity pool status, prepare, file and maintain the Registered Funds advisers’ registrations as ‘commodity pool operators’ (“ CPOs ”) and prepare and file such reports as are required to be filed by the CPOs with the CFTC or applicable self-regulatory authority, as appropriate; and (v) any additional administrative and compliance services with regard to the Investment Company’s and CPOs’ CFTC Rule 4.5 activities, as directed by the Investment Company’s Chief Compliance Officer, from time to time (collectively, “ CFTC Rule 4.5 Administrative Services ”).”
(b) The Agreement is amended by updating Article 4 as marked below:
“FAS shall be responsible for expenses incurred in providing office space, equipment, and personnel as may be necessary or convenient to provide the Administrative Services, including CFTC Rule 4.5 Administrative Services, to the Investment Company, including the compensation of FAS employees who serve as trustees or directors or officers of the Investment Company. Each Fund shall be solely responsible for all other fees, costs or expenses of any kind reasonably incurred by FAS on its behalf pursuant to this Agreement and not expressly assumed by FAS under this Agreement, including without limitation postage and courier expenses, printing expenses, travel expenses, registration fees, filing fees, taxes, expenses for equipment, supplies and technology specially ordered by or for the Investment Company, fees of outside counsel (other than counsel sub-contracted with by FAS to perform services under this Agreement) and independent auditors, or other professional services, organizational expenses, insurance premiums, fees payable to persons who are not FAS’s employees, trade association dues, and other expenses properly payable by the Funds (“ Out of Pocket Expenses ”) provided that, any Out of Pocket Expenses incurred by FAS that are payable to or by an affiliate of FAS will not be duplicative of services to be provided by those affiliates under any other agreement with the Funds.”
(c) The Agreement is amended to by updating Article 5 as marked below:
“In addition to Out of Pocket
Expenses, for the Administrative Services provided
hereunder,
excluding CFTC Rule 4.5 Administrative Services
, the
Investment Company hereby agrees to pay and FAS hereby agrees to accept as full compensation for
its
such
services
rendered hereunder
a pro rata “
Administrative Services Fee
” at the annual rates set
forth below on the average daily net assets of each Fund listed on Exhibit A to this Agreement; provided however, that no Administrative
Services Fee will be charged for those Funds also listed on Exhibit B to this Agreement.
Administrative Services Fee Rate |
Average Daily Net Assets
of the Investment Complex |
0.150% | on the first $5 billion |
0.125% | on the next $5 billion |
0.100% | on the next $10 billion |
0.075% | on assets over $20 billion |
For purposes of calculating the applicable breakpoint under this Agreement, “Investment Complex” is defined as those Funds listed on Exhibit A to this Agreement but not also listed on Exhibit B.
In addition, for the CFTC Rule 4.5 Administrative Services provided hereunder, each Registered Fund agrees to pay and FAS hereby agrees to accept as full compensation for such services an annual “ Administrative Service Charge ” of $125,000 per Registered Fund.
The Administrative Services Fee, Administrative Services Charge and Out of Pocket Expenses attributable to each Fund shall be accrued by such Fund and paid to FAS no less frequently than monthly, and shall be paid daily upon request of FAS. For the payment period in which this Agreement becomes effective or terminates with respect to any Fund, there shall be an appropriate proration of Administrative Service Fee and Administrative Service Charge payments, on the basis of the number of days that this Agreement is in effect during the month. FAS will maintain detailed information about the Administrative Services Fee, Administrative Service Charge and Out of Pocket Expenses paid by each Fund.”
2. | No Other Amendments. Except as expressly amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. |
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year firs written above.
INVESTMENT COMPANIES
(listed on Exhibit A to the Agreement)
By: /s/ J. Christopher Donahue
Name: J. Christopher Donahue
Title: President
FEDERATED ADMINISTRATIVE SERVICES
By: /s/ Peter J. Germain
Name: Peter J. Germain
Title: President
Exhibit 23(d)5 under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
3/31/99 - Adviser name changed to Federated Investment Management Company
FEDERATED INSTITUTIONAL TRUST
INVESTMENT ADVISORY CONTACT
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 Massachusetts 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 and is registered as such with the Securities and Exchange Commission; and
WHEREAS, the Adviser is engaged in the business of rendering investment advisory and management services.
NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:
1. The Trust hereby appoints Adviser as Investment Adviser for each of the portfolios (“Funds”) of the Trust on whose behalf the Trust 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 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 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 Contact 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.
3/3/03 - Name changed to Federated Government Ultrashort Duration Fund
8/19/99 - Name changed to Federated Government Ultra Short Fund
7/1/97 - Name changed to Federated Short Duration Government Fund
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/ John W. McGonigle | By: /s/ J. Thomas Madden |
Secretary | Executive Vice President |
Attest: FEDERATED INSTITUTIONAL TRUST
/s/ S. Elliott Cohan | By: /s/ J. Christopher Donahue |
Assistant Secretary | Vice President |
EXHIBIT B
to the
Investment Advisory Contract
Federated Institutional High Yield Bond 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, 2002.
FEDERATED INVESTMENT MANAGEMENT COMPANY
By: /s/ Keith M. Schappert
Name: Keith M. Schappert
Title: President
FEDERATED INSTITUTIONAL TRUST
By: /s/ J. Christopher Donahue
Name: J. Christopher Donahue
Title: President
6/24/13 – See Amendment #1 to Exhibit C
EXHIBIT C
to the
Investment Advisory Contract
Federated Intermediate Government/Corporate 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 June, 2005.
FEDERATED INVESTMENT MANAGEMENT COMPANY
By: /s/ Keith M. Schappert
Name: Keith M. Schappert
Title: President
FEDERATED INSTITUTIONAL TRUST
By: /s/ J. Christopher Donahue
Name: J. Christopher Donahue
Title: President
AMENDMENT #1 TO EXHIBIT C
to the
Investment Advisory Contract
Federated Intermediate Government/Corporate Fund
This Amendment #1 to Exhibit C to the Investment Advisory Contract between Federated Investment Management Company and Federated Institutional Trust, approved at a board meeting on May 17, 2013, shall become effective as of June 24, 2013.
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 .30 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 .30 of 1% applied to the daily net assets of the Fund.
The right of the Adviser as set forth in Paragraph 6 of this Contract to assume expenses of one or more of the Funds shall also apply as to any classes of the above-named Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this 1st day of June, 2013.
FEDERATED INSTITUTIONAL TRUST
By: /s/ J. Christopher Donahue
Name: J. Christopher Donahue
Title: President
FEDERATED INVESTMENT MANAGEMENT COMPANY
By: /s/ John B. Fisher
Name: John B. Fisher
Title: President and CEO
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, dated as of March 31, 1999, that Federated Institutional Trust, a business trust duly organized under the laws of the Commonwealth of Massachusetts (the “Trust”), does hereby nominate, constitute and appoint Federated Investment Management Company, a business trust duly organized under the laws of the state of Delaware (the "Adviser"), to act hereunder as the true and lawful agent and attorney-in-fact of the Trust, acting on behalf of each of the series portfolios for which the Adviser acts as investment adviser shown on Schedule 1 attached hereto and incorporated by reference herein (each such series portfolio being hereinafter referred to as a "Fund" and collectively as the "Funds"), for the specific purpose of executing and delivering all such agreements, instruments, contracts, assignments, bond powers, stock powers, transfer instructions, receipts, waivers, consents and other documents, and performing all such acts, as the Adviser may deem necessary or reasonably desirable, related to the acquisition, disposition and/or reinvestment of the funds and assets of a Fund of the Trust in accordance with Adviser's supervision of the investment, sale and reinvestment of the funds and assets of each Fund pursuant to the authority granted to the Adviser as investment adviser of each Fund under that certain investment advisory contract dated September 1, 1994 by and between the Adviser and the Trust (such investment advisory contract, as may be amended, supplemented or otherwise modified from time to time is hereinafter referred to as the "Investment Advisory Contract").
The Adviser shall exercise or omit to exercise the powers and authorities granted herein in each case as the Adviser in its sole and absolute discretion deems desirable or appropriate under existing circumstances. The Trust hereby ratifies and confirms as good and effectual, at law or in equity, all that the Adviser, and its officers and employees, may do by virtue hereof. However, despite the above provisions, nothing herein shall be construed as imposing a duty on the Adviser to act or assume responsibility for any matters referred to above or other matters even though the Adviser may have power or authority hereunder to do so. Nothing in this Limited Power of Attorney shall be construed (i) to be an amendment or modifications of, or supplement to, the Investment Advisory Contract, (ii) to amend, modify, limit or denigrate any duties, obligations or liabilities of the Adviser under the terms of the Investment Advisory Contract or (iii) exonerate, relieve or release the Adviser any losses, obligations, penalties, actions, judgments and suits and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Adviser (x) under the terms of the Investment Advisory Contract or (y) at law, or in equity, for the performance of its duties as the investment adviser of any of the Funds.
The Trust hereby agrees to indemnify and save harmless the Adviser and its Trustees/partners, officers and employees (each of the foregoing an "Indemnified Party" and collectively the "Indemnified Parties") against and from any and all losses, obligations, penalties, actions, judgments and suits and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an Indemnified Party, other than as a consequence of gross negligence or willful misconduct on the part of an Indemnified Party, arising out of or in connection with this Limited Power of Attorney or any other agreement, instrument or document executed in connection with the exercise of the authority granted to the Adviser herein to act on behalf of the Trust, including without limitation the reasonable costs, expenses and disbursements in connection with defending such Indemnified Party against any claim or liability related to the exercise or performance of any of the Adviser's powers or duties under this Limited Power of Attorney or any of the other agreements, instruments or documents executed in connection with the exercise of the authority granted to the Adviser herein to act on behalf of the Trust, or the taking of any action under or in connection with any of the foregoing. The obligations of the Trust under this paragraph shall survive the termination of this Limited Power of Attorney with respect to actions taken by the Adviser on behalf of the Trust during the term of this Limited Power of Attorney. No Fund shall have any joint or several obligation with any other Fund to reimburse or indemnify an Indemnified Party for any action, event, matter or occurrence performed or omitted by or on behalf of the Adviser in its capacity as agent or attorney-in-fact of Trust acting on behalf of any other Fund hereunder.
Any person, partnership, corporation or other legal entity dealing with the Adviser in its capacity as attorney-in-fact hereunder for the Trust is hereby expressly put on notice that the Adviser is acting solely in the capacity as an agent of the Trust and that any such person, partnership, corporation or other legal entity must look solely to the Trust in question for enforcement of any claim against the Trust, as the Adviser assumes no personal liability whatsoever for obligations of the Trust entered into by the Adviser in its capacity as attorney-in-fact for the Trust.
Each person, partnership, corporation or other legal entity which deals with a Fund of the Trust through the Adviser in its capacity as agent and attorney-in-fact of the Trust, is hereby expressly put on notice (i) that all persons or entities dealing with the Trust must look solely to the assets of the Fund of the Trust on whose behalf the Adviser is acting pursuant to its powers hereunder for enforcement of any claim against the Trust, as the Trustees, officers and/or agents of such Trust, the shareholders of the various classes of shares of the Trust and the other Funds of the Trust assume no personal liability whatsoever for obligations entered into on behalf of such Fund of the Trust, and (ii) that the rights, liabilities and obligations of any one Fund are separate and distinct from those of any other Fund of the Trust.
The execution of this Limited Power of Attorney by the Trust acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied joint undertaking or appointment by and among any or all of the Funds. Liability for or recourse under or upon any undertaking of the Adviser pursuant to the power or authority granted to the Adviser under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund of the Trust on whose behalf the Adviser was acting pursuant to the authority granted hereunder.
The Trust hereby agrees that no person, partnership, corporation or other legal entity dealing with the Adviser shall be bound to inquire into the Adviser's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior written notice from the Trust that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Investment Advisory Contract between the Trust and the Adviser. Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Trust at any time provided that no such revocation or termination shall be effective until the Adviser has received actual notice of such revocation or termination in writing from the Trust.
This Limited Power of Attorney constitutes the entire agreement between the Trust and the Adviser, may be changed only by a writing signed by both of them, and shall bind and benefit their respective successors and assigns; provided, however, the Adviser shall have no power or authority hereunder to appoint a successor or substitute attorney in fact for the Trust.
This Limited Power of Attorney shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to principles of conflicts of laws. If any provision hereof, or any power or authority conferred upon the Adviser herein, would be invalid or unexercisable under applicable law, then such provision, power or authority shall be deemed modified to the extent necessary to render it valid or exercisable while most nearly preserving its original intent, and no provision hereof, or power or authority conferred upon the Adviser herein, shall be affected by the invalidity or the non-exercisability of another provision hereof, or of another power or authority conferred herein.
This Limited Power of Attorney may be executed in as many identical counterparts as may be convenient and by the different parties hereto on separate counterparts. This Limited Power of Attorney shall become binding on the Trust when the Trust shall have executed at least one counterpart and the Adviser shall have accepted its appointment by executing this Limited Power of Attorney. Immediately after the execution of a counterpart original of this Limited Power of Attorney and solely for the convenience of the parties hereto, the Trust and the Adviser will execute sufficient counterparts so that the Adviser shall have a counterpart executed by it and the Trust, and the Trust shall have a counterpart executed by the Trust and the Adviser. Each counterpart shall be deemed an original and all such taken together shall constitute but one and the same instrument, and it shall not be necessary in making proof of this Limited Power of Attorney to produce or account for more than one such counterpart.
IN WITNESS WHEREOF, the Trust has caused this Limited Power of Attorney to be executed by its duly authorized officer as of the date first written above.
Federated Institutional Trust
By: /s/ Susan R. Hill
Name: Susan R. Hill
Title: Vice President
Accepted and agreed to this
31 st day of March, 1999
Federated Investment Management Company
By: /s/ G. Andrew Bonnewell
Name: G. Andrew Bonnewell
Title: Vice President
Schedule 1
to Limited Power of Attorney
dated as of March 31, 1999
(revised June 1, 2005)
by Federated Institutional Trust
(the Trust "), acting on
behalf of each of the series portfolios
listed below, and appointing
Federated Investment Management Company
the attorney-in-fact of the
Trust
List of Series Portfolios
Federated Government Ultrashort Duration Fund
Federated Institutional High Yield Bond Fund
Federated Intermediate Government/Corporate Fund
Amendment to
Investment Advisory Contract
between
Federated Institutional Trust
and
Federated Investment Management Company
This Amendment to the Investment Advisory Contract (“Agreement”) dated September 1, 1994, between Federated Institutional Trust (“Fund”) and Federated Investment Management Company (“Service Provider”) is made and entered into as of the 1st day of June, 2001.
WHEREAS, the Fund has entered into the Agreement with the Service Provider;
WHEREAS, the Securities and Exchange Commission has adopted Regulation S-P at 17 CFR Part 248 to protect the privacy of individuals who obtain a financial product or service for personal, family or household use;
WHEREAS, Regulation S-P permits financial institutions, such as the Fund, to disclose ”nonpublic personal information” (“NPI”) of its “customers” and “consumers” (as those terms are therein defined in Regulation S-P) to affiliated and nonaffiliated third parties of the Fund, without giving such customers and consumers the ability to opt out of such disclosure, for the limited purposes of processing and servicing transactions (17 CFR § 248.14) (“Section 248.14 NPI”); for specified law enforcement and miscellaneous purposes (17 CFR § 248.15) (“Section 248.15 NPI”) ; and to service providers or in connection with joint marketing arrangements (17 CFR § 248.13) (“Section 248.13 NPI”);
WHEREAS, Regulation S-P provides that the right of a customer and consumer to opt out of having his or her NPI disclosed pursuant to 17 CFR § 248.7 and 17 CFR § 248.10 does not apply when the NPI is disclosed to service providers or in connection with joint marketing arrangements, provided the Fund and third party enter into a contractual agreement that prohibits the third party from disclosing or using the information other than to carry out the purposes for which the Fund disclosed the information (17 CFR § 248.13);
NOW, THEREFORE, the parties intending to be legally bound agree as follows:
The Fund and the Service Provider hereby acknowledge that the Fund may disclose shareholder NPI to the Service Provider as agent of the Fund and solely in furtherance of fulfilling the Service Provider’s contractual obligations under the Agreement in the ordinary course of business to support the Fund and its shareholders .
The Service Provider hereby agrees to be bound to use and redisclose such NPI only for the limited purpose of fulfilling its duties and obligations under the Agreement, for law enforcement and miscellaneous purposes as permitted in 17 CFR §§ 248.15, or in connection with joint marketing arrangements that the Funds may establish with the Service Provider in accordance with the limited exception set forth in 17 CFR § 248.13.
The Service Provider further represents and warrants that, in accordance with 17 CFR § 248.30, it has implemented, and will continue to carry out for the term of the Agreement, policies and procedures reasonably designed to:
· | insure the security and confidentiality of records and NPI of Fund customers, |
· | protect against any anticipated threats or hazards to the security or integrity of Fund customer records and NPI, and |
· | protect against unauthorized access to or use of such Fund customer records or NPI that could result in substantial harm or inconvenience to any Fund customer. |
4. The Service Provider may redisclose Section 248.13 NPI only to: (a) the Funds and affiliated persons of the Funds (“Fund Affiliates”); (b) affiliated persons of the Service Provider (“Service Provider Affiliates”) (which in turn may disclose or use the information only to the extent permitted under the original receipt); (c) a third party not affiliated with the Service Provider of the Funds (“Nonaffiliated Third Party”) under the service and processing (§248.14) or miscellaneous (§248.15) exceptions, but only in the ordinary course of business to carry out the activity covered by the exception under which the Service Provider received the information in the first instance; and (d) a Nonaffiliated Third Party under the service provider and joint marketing exception (§248.13), provided the Service Provider enters into a written contract with the Nonaffiliated Third Party that prohibits the Nonaffiliated Third Party from disclosing or using the information other than to carry out the purposes for which the Funds disclosed the information in the first instance.
5. The Service Provider may redisclose Section 248.14 NPI and Section 248.15 NPI to: (a) the Funds and Fund Affiliates; (b) Service Provider Affiliates (which in turn may disclose the information to the same extent permitted under the original receipt); and (c) a Nonaffiliated Third Party to whom the Funds might lawfully have disclosed NPI directly.
6. | The Service Provider is obligated to maintain beyond the termination date of the Agreement the confidentiality of any NPI it receives from the Fund in connection with the Agreement or any joint marketing arrangement, and hereby agrees that this Amendment shall survive such termination. |
WITNESS the due execution hereof this 1st day of June, 2001.
Federated Institutional Trust
By: /s/ J. Christopher Donahue
Name: J. Christopher Donahue
Title: President
Federated Investment Management Company
By: /s/ G/ Andrew Bonnewell
Name: G. Andrew Bonnewell
Title: Vice President
Exhibit 28n(10) under Form N-1A
Exhibit 99 under Item 601/Reg. S-K
Class A Shares Exhibit
To
Multiple Class Plan
(Revised 9/1/13)
1. SEPARATE ARRANGEMENT AND EXPENSE ALLOCATION
For purposes of Rule 18f-3 under the Act, the basic distribution and shareholder servicing arrangement of the Class A Shares will consist of sales and shareholder servicing by financial intermediaries in consideration of the payment of a portion of the applicable sales load (“dealer reallowance”)and a shareholder service fee. When indicated on the Schedule to this Exhibit, the principal underwriter and financial intermediaries may also receive payments for distribution and/or administrative services under a 12b-1 Plan. In connection with this basic arrangement, Class A Shares will bear the following fees and expenses:
Fees and Expenses | Maximum Amount Allocated Class A Shares |
Sales Load | Up to 5.5% of the public offering price |
Contingent Deferred Sales Charge ("CDSC") | 0.00% |
Shareholder Service Fee | Up to 25 basis points (0.25%) of the average daily net asset value |
12b-1 Fee | As set forth in the attached Schedule |
Redemption Fee | As set forth in the attached Schedule |
Other Expenses | Itemized expenses incurred by the Fund with respect to holders of Class A Shares as described in Section 3 of the Plan |
2. CONVERSION AND EXCHANGE PRIVILEGES
For purposes of Rule 18f-3, Class A Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights: | At the election of the shareholder, Class A Shares may be converted into Institutional Shares or Service Shares. |
Exchange Privilege: | Class A Shares may be exchanged for Class A Shares of any other Fund |
In any exchange, the shareholder shall receive shares having the same aggregate net asset value as the shares surrendered. Exchanges to any other Class shall be treated in the same manner as a redemption and purchase.
3. EXCEPTIONS TO BASIC ARRANGEMENTS
For purposes of Rules 22d-1 and 6c-10 under the Act, unless otherwise specified on the Schedule to this Exhibit, the scheduled variations in sales loads and contingent deferred sales charges are as follows:
(A) BASIC SALES LOAD SCHEDULE
The basic schedule of sales loads for Class A Shares of Funds so designated on the Schedule to this Exhibit is as follows:
(B) FIXED INCOME SALES LOAD SCHEDULE
The schedule of sales loads for Class A Shares of Funds so designated on the Schedule to this Exhibit is as follows:
(C) MODIFIED FIXED INCOME SALES LOAD SCHEDULE
The schedule of sales loads for Class A Shares of Funds so designated on the Schedule to this Exhibit is as follows:
Purchase Amount |
Sales Charge as a Percentage of Public Offering Price |
Less than $250,000 | 1.00% |
$250,000 or greater | 0.00% |
(D) MONEY MARKET LOAD SCHEDULE
The Schedule of sales loads for Class A Shares of Funds so designated on the Schedule to this Exhibit is as follows:
Purchase Amount |
Sales Charge as a Percentage of Public Offering Price |
|
All purchases | 0.00% |
(E) ULTRASHORT BOND LOAD SCHEDULE
The Schedule of sales loads for Class A Shares of Funds so designated on the Schedule to this Exhibit is as follows:
Purchase Amount |
Sales Charge as a Percentage of Public Offering Price |
Less than $50,000 | 2.00% |
$50,000 but less than $100,000 | 1.75% |
$100,000 but less than $250,000 | 1.50% |
$250,000 + | 0.00% |
(F) "LARGE TICKET" PURCHASES
Unless otherwise indicated on the Schedule to this Exhibit, a financial intermediary that places an order to purchase $1,000,000 or more of Class A Shares shall receive from the principal underwriter an advance commission equal to 75 basis points (0.75%) of the public offering price. In such event, notwithstanding anything to the contrary in the Plan or this Exhibit, such Class A Shares shall be subject to a contingent deferred sales charge upon redemption within 24 months of purchase equal to 75 basis points (0.75%) of the lesser of (x) the purchase price of the Class A Shares or (y) the redemption price of the Class A Shares. Any contingent deferred sales charge received upon redemption of Class A Shares shall be paid to the principal underwriter in consideration of the advance commission.
(G) REDUCING OR ELIMINATING THE SALES LOAD
Contingent upon notification to the Fund’s principal underwriter or transfer agent, in applying the exceptions set forth in this Section 3, the purchase amount shall take into account:
· | Discounts achieved by combining concurrent purchases of and/or current investment in Class A, Class B, Class C, Class F, and Class R Shares, made or held by (or on behalf of) the investor, the investor’s spouse, and the investor’s children under age 21 (regardless of whether the purchases or investments are made or held directly or through an investment professional or through a single-participant retirement account); provided that such purchases and investments can be linked using tax identification numbers (TINs), social security numbers (SSNs), or Broker Identification Numbers (BINs); and |
· | Letters of intent to purchase a certain amount of Class A Shares within a thirteen month period. |
(H) waiver of sales load
C ontinent upon notification to the Fund’s principal underwriter or transfer agent, no sales load shall be assessed on purchases of Class A Shares made:
· | within 120 days of redeeming shares of an equal or greater amount; |
· | through a program offered by a Financial Intermediary that provides for the purchase of Shares without imposition of a sales charge (for example, a wrap account, self-directed brokerage account, retirement or other fee-based program offered by the Financial Intermediary) and where the Financial Intermediary has agreed with the principal underwriter not to receive a dealer reallowance on purchases under such program; |
· | with reinvested dividends or capital gains; |
· | by shareholders who originally became shareholders of a Fund pursuant to the terms of an agreement and plan of reorganization which permits the shareholders to acquire shares at net asset value; |
· | by Federated Life Members (Federated shareholders who originally were issued shares through the “Liberty Account”, which was an account for the Liberty Family of Funds on February 28, 1987, or who invested through an affinity group prior to August 1, 1987, into the Liberty Account); |
· | by Directors, Trustees, employees, former employees and sales representatives of the Fund, the Adviser, the principal underwriter and their affiliates, employees of any investment professional that sells Shares according to a sales agreement with the principal underwriter, by the immediate family members of the above persons, and by trusts, pensions or profit-sharing plans for the above persons; and |
· | pursuant to the exchange privilege. |
(I) WAIVER OF CONTINGENT DEFFERED SALES CHARGE ON LARGE-TICKET PURCHASES
Contingent upon notification to the Fund’s principal underwriter or transfer agent, the 75 basis point (0.75%) CDSC applicable in connection with the “large-ticket” purchase program described above, will not be imposed on redemptions:
· | following the death of the last surviving shareholder or post-purchase disability, as defined in Section 72(m)(7) of the Internal Revenue Code of 1986; |
· | representing minimum required distributions from an Individual Retirement Account or other retirement plan to a shareholder who has attained the age of 70 ½; |
· | of Shares that were reinvested within 120 days of a previous redemption; |
· | of Shares held by the Directors, Trustees, employees, former employees and sales representatives of the Fund, the Adviser, the principal underwriter and their affiliates, employees of any investment professional that sells Shares according to a sales agreement with the principal underwriter, by the immediate family members of the above persons, and by trusts, pension or profit-sharing plans for the above persons; |
· | of Shares originally purchased through a program offered by a Financial Intermediary that provides for the purchase of Shares without imposition of a sales charge (for example, a wrap account, self-directed brokerage account, retirement, or other fee-based program offered by the Financial Intermediary) and where the Financial Intermediary has agreed with the principal underwriter not to receive an advanced commission on purchases under such program; |
· | of Shares purchased with reinvested dividends or capital gains; |
· | imposed by the Fund when it closes an account for not meeting the minimum balance requirements; and |
· | of Shares which were purchased pursuant to an exchange privilege if the Shares were held for the applicable CDSC holding period. |
4. SPECIAL OFFER PROGRAM
[NOTE: The 30 month CDSC period connected with of this program expired in September of 2002]
During the Special Offer Program which took place in March, 2000, the sales load was waived on purchases of Class A Shares of Federated Aggressive Growth Fund, Federated Communications Technology Fund, Federated Large Cap Growth Fund, and Federated International Small Company Fund (the "Special Offer Funds"). Instead, the principal underwriter paid an advance commission of 2.00% of the offering price of the Special Offer Funds to intermediaries participating in the Special Offer Program. Class A Shares purchased through this Special Offer were subject to a CDSC of 2.00% on redemptions which occurred within 30 months after the purchase, which amount was to be paid to the principal underwriter in consideration for advancing the commission to intermediaries. Class A Shares of the Special Offer Funds purchased during the Special Offer Program could be exchanged with Class A Shares of other Special Offer Funds with no imposition of a sales load or CDSC fee. Class A Shares of the Special Offer Funds purchased during the Special Offer Program which were exchanged for Class A Shares of other Funds during the 30 month CDSC period incurred the CDSC fee upon redemption. However, no sales load was charged for such an exchange.
5. REDEMPTION FEE
For purposes of Rule 11a-3 under the Act, any redemption fee received upon the redemption or exchange of Class A Shares will be applied to fees incurred or amount expended in connection with such redemption or exchange. The balance of any redemption fees shall be paid to the Fund.
A Fund shall waive any redemption fee with respect to (i) non-participant directed redemptions or exchanges involving Class A Shares held in retirement plans established under Section 401(a) or 401(k) of the Internal Revenue Code (the “Code”), custodial plan accounts established under Section 493(b)(7) of the Code, or deferred compensation plans established under Section 457 of the Code; (ii) redemptions or exchanges involving Class A Shares held in plans administered as college savings programs under Section 529 of the Code ; and (iii) Class A Shares redeemed due to the death of the last surviving shareholder on the account.
Schedule
of Funds
Offering Class A Shares
The Funds set forth on this Schedule each offer Class A Shares on the terms set forth in the Class A Shares Exhibit to the Multiple Class Plan, in each case as indicated below. The 12b-1 fees indicated are the maximum amounts authorized based on the average daily net asset value. Actual amounts accrued may be less.
1. CLASS A SHARES SUBJECT TO THE BASIC LOAD SCHEDULE
Multiple Class Company Series |
12b-1 Fee |
Redemption Fee |
Federated Equity Funds | ||
Federated Absolute Return Fund | 0.05% | None |
Federated Clover Small Value Fund | 0.05% | None |
Federated Clover Value Fund | 0.05% | None |
Federated Global Equity Fund | 0.05% | None |
Federated InterContinental Fund | 0.05% | None |
Federated International Strategic Value Dividend Fund | 0.05% | None |
Federated Kaufmann Fund | 0.25% | None |
Federated Kaufmann Large Cap Fund | 0.25% | None |
Federated Kaufmann Small Cap Fund | 0.25% | None |
Federated MDT Mid-Cap Growth Strategies Fund | None | None |
Federated Managed Risk Fund | 0.05% | None |
Federated Prudent Bear Fund | 0.05% | None |
Federated Strategic Value Dividend Fund | 0.05% | None |
Federated Equity Income Fund, Inc. | 0.05% | None |
Federated Global Allocation Fund | None | None |
Federated Income Securities Trust | ||
Federated Capital Income Fund | None | None |
Federated Muni and Stock Advantage Fund | 0.05% | None |
Federated Prudent DollarBear Fund | 0.05% | None |
Federated Real Return Bond Fund | 0.05% | None |
Federated MDT Series | ||
Federated MDT All Cap Core Fund | 0.05% | None |
Federated MDT Balanced Fund | 0.05% | None |
Federated MDT Large Cap Growth Fund | 0.05% | None |
Federated MDT Small Cap Core Fund | 0.05% | None |
Federated MDT Small Cap Growth Fund | 0.05% | None |
Federated World Investment Series, Inc. | ||
Federated International Leaders Fund | 0.05% | None |
Federated International Small-Mid Company Fund | 0.25% | 2% on shares redeemed or exchanged within 30 days of purchase |
2. CLASS A SHARES SUBJECT TO THE FIXED INCOME LOAD SCHEDULE
Multiple Class Company Series |
12b-1 Fee |
Redemption Fee |
Federated Fixed Income Securities, Inc. | ||
Federated Strategic Income Fund | None | None |
Federated Government Income Securities, Inc. | 0.05% | None |
Federated High Income Bond Fund, Inc. | None | 2% on shares redeemed or exchanged within 90 days of purchase |
Federated Income Securities Trust | ||
Federated Fund for U.S. Government Securities | None | None |
Federated Unconstrained Bond Fund | 0.05% | None |
Federated International Series, Inc. | ||
Federated International Bond Fund | 0.25% | None |
Federated Investment Series Funds, Inc. | ||
Federated Bond Fund | 0.05% | None |
Federated Municipal Securities Fund, Inc. | None | None |
Federated Municipal Securities Income Trust | ||
Federated Municipal High Yield Advantage Fund | 0.05% | None |
Federated New York Municipal Income Fund | 0.05% | None |
Federated Ohio Municipal Income Fund | 0.05% | None |
Federated Pennsylvania Municipal Income Fund | 0.05% | None |
Federated Total Return Series, Inc. | ||
Federated Total Return Bond Fund | 0.25% | None |
Federated World Investment Series, Inc. | ||
Federated Emerging Market Debt Fund | None | None |
3. Class A Shares Subject to the MODIFIED FIXED INCOME Sales Load Schedule
Multiple Class Company Series |
12b-1 Fee |
Redemption Fee |
Federated Income Securities Trust | ||
Federated Short-Term Income Fund | 0.50% | None |
Federated Short-Intermediate Duration Municipal | 0.25% | None |
4. Class A Shares Subject to the Money Market Load Schedule
Multiple Class Company Series |
12b-1 Fee |
Redemption Fee |
Money Market Obligations Trust | ||
Federated Liberty U.S. Government Money Market Trust | None | None |
5. Class A Shares Subject to the Ultrashort Bond Load Schedule
6. Class A Shares Not Participating in the Large Ticket Purchase Program
Multiple Class Company | Series |
Federated Fixed Income Securities, Inc. | Federated Municipal Ultrashort Fund |
Federated Income Securities Trust | Federated Short-Term Income Fund |
Federated Institutional Trust | Federated Government Ultrashort Duration Fund |
Federated Short-Intermediate Duration Municipal Trust | |
Federated Total Return Series, Inc. | Federated Ultrashort Bond Fund |
Exhibit 28n(9) under Form N-1A
Exhibit 99 under Item 601/Reg. S-K
Class B Shares Exhibit
To
Multiple Class Plan
( Revised 4/22/13)
1. Separate Arrangement And Expense Allocation
For purposes of Rule 18f-3 under the Act, the basic distribution and shareholder servicing arrangement of the Class B Shares will consist of sales by financial intermediaries in consideration of the payment of an advance commission paid by the principal underwriter. Financial intermediaries may perform shareholder services and receive a shareholder service fee for their services. In consideration of advancing commissions and/or the provision of shareholder services, the principal underwriter may receive the contingent deferred sales charges paid upon redemption of Class B Shares, and/or shareholder service fees and/or fees under a 12b-1 plan. In connection with this basic arrangement, Class B Shares will bear the following fees and expenses:
Fees and Expenses | Maximum Amount Allocated Class B Shares |
Sales Load | None |
Contingent Deferred Sales Charge (“CDSC”) | Up to 5.5% of the share price at the time of purchase or redemption, whichever is lower |
Shareholder Service Fee | Up to 25 basis points (0.25%) of the average daily net asset value |
12b-1 Fee | Up to 75 basis points (0.75%) of the average daily net asset value |
Redemption Fee | As set forth in the attached Schedule |
Other Expenses | Itemized expenses incurred by the Fund with respect to holders of Class B Shares as described in Section 3 of the Plan |
2. Conversion and Exchange Privileges
For purposes of Rule 18f-3, Class B Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights: | After Class B Shares have been held for eight years from the date of purchase, they will automatically convert into Class A Shares. |
Exchange Privilege: | Class B Shares may be exchanged for Class B Shares of any other Fund. |
In any conversion or exchange, the shareholder shall receive shares having the same aggregate net asset value as the shares surrendered. Exchanges to any other Class shall be treated in the same manner as a redemption and purchase.
3. Exceptions to Basic Arrangements
For purposes of Rules 6c-10 and 22d-1 under the Act, unless otherwise specified on the Schedule to this Exhibit, the scheduled variations in contingent deferred sales charges payable upon redemption are as follows:
(A) BASIC CDSC SCHEDULE
Shares Held Up to: To: | Have A CDSC Of: |
1 year | 5.50 % |
2 years | 4.75 % |
3 years | 4.00 % |
4 years | 3.00 % |
5 years | 2.00 % |
6 years | 1.00 % |
7 years | 0.00 % |
8 years | Convert to Class A Shares |
(B) WAIVER OF CDSC
Contingent upon notification to the Fund’s principal underwriter or transfer agent, no CDSC will be imposed on redemptions:
· | following the death of the last surviving shareholder or post-purchase disability, as defined in Section 72(m)(7) of the Internal Revenue Code of 1986; |
· | representing minimum required distributions from an Individual Retirement Account or other retirement plan to a shareholder who has attained the age of 70 ½; |
· | of Shares that were reinvested within 120 days of a previous redemption; |
· | of Shares held by the Directors, Trustees, employees, former employees and sales representatives of the Fund, the Adviser, the principal underwriter and their affiliates, employees of any investment professional that sells Shares according to a sales agreement with the principal underwriter, by the immediate family members of the above persons, and by trusts, pension or profit-sharing plans for the above persons; |
· | of Shares originally purchased through a program offered by a Financial Intermediary that provides for the purchase of Shares without imposition of a sales charge (for example, a wrap account, self-directed brokerage account, retirement, or other fee-based program offered by the Financial Intermediary) and where the Financial Intermediary has agreed with the principal underwriter not to receive an advanced commission on purchases under such program; |
· | of Shares purchased with reinvested dividends or capital gains; |
· | imposed by the Fund when it closes an account for not meeting the minimum balance requirements; and |
· | of Shares which were purchased pursuant to an exchange privilege if the Shares were held for the applicable CDSC holding period. |
(C) SYSTEMATIC WITHDRAWAL PROGRAM
Contingent upon notification to the principal underwriter or the Fund’s transfer agent, no CDSC will be imposed on redemptions that are qualifying redemptions of Class B Shares under a Systematic Withdrawal Program as described in the applicable prospectus and statement of additional information.
4. Redemption Fee
For purposes of Rule 11a-3 under the Act, any redemption fee received upon the redemption or exchange of Class B Shares will be applied to fees incurred or amount expended in connection with such redemption or exchange. The balance of any redemption fees shall be paid to the Fund.
A Fund shall waive any redemption fee with respect to (i) non-participant directed redemptions or exchanges involving Class B Shares held in retirement plans established under Section 401(a) or 401(k) of the Internal Revenue Code (the “Code”), custodial plan accounts established under Section 493(b)(7) of the Code, or deferred compensation plans established under Section 457 of the Code; (ii) redemptions or exchanges involving Class B Shares held in plans administered as college savings programs under Section 529 of the Code; and (iii) Class B Shares redeemed due to the death of the last surviving shareholder on the account.
Schedule
of Funds
Offering Class B Shares
The Funds set forth on this Schedule each offer Class B Shares on the terms set forth in the Class B Shares Exhibit to the Multiple Class Plan, in each case as indicated below. The 12b-1 fees indicated are the maximum amounts authorized based on the average daily net asset value. Actual amounts accrued may be less.
CLASS B SHARES SUBJECT TO THE BASIC LOAD SCHEDULE
Multiple Class Company
Series |
12b-1 Fee | Redemption Fee |
Federated Equity Funds: | ||
Federated Absolute Return Fund | 0.75% | None |
Federated Clover Value Fund | 0.75% | None |
Federated InterContinental Fund | 0.75% | None |
Federated Kaufmann Fund | 0.75% | None |
Federated Kaufmann Small Cap Fund | 0.75% | None |
Federated MDT Mid-Cap Growth Strategies Fund | 0.75% | None |
Federated Equity Income Fund, Inc. | 0.75% | None |
Federated Fixed Income Securities, Inc.: | ||
Federated Strategic Income Fund | 0.75% | None |
Federated Global Allocation Fund | 0.75% | None |
Federated Government Income Securities, Inc. | 0.75% | None |
Federated High Income Bond Fund, Inc. | 0.75% | 2% on shares redeemed or exchanged within 90 days of purchase |
Federated Income Securities Trust: | ||
Federated Capital Income Fund | 0.75% | None |
Federated Fund for U.S. Government Securities | 0.75% | None |
Federated Muni and Stock Advantage Fund | 0.75% | None |
Federated International Series, Inc.: | ||
Federated International Bond Fund | 0.75% | None |
Federated Investment Series Funds, Inc.: | ||
Federated Bond Fund | 0.75% | None |
CLASS B SHARES SUBJECT TO THE BASIC LOAD SCHEDULE (continued)
Multiple Class Company
Series |
12b-1 Fee | Redemption Fee |
Federated MDT Series: | ||
Federated MDT Large Cap Growth Fund | 0.75% | None |
Federated MDT Small Cap Growth Fund | 0.75% | None |
Federated Municipal Securities Fund, Inc. | 0.75% | None |
Federated Municipal Securities Income Trust: | ||
Federated Municipal High Yield Advantage Fund | 0.75% | None |
Federated New York Municipal Income Fund | 0.75% | None |
Federated Pennsylvania Municipal Income Fund | 0.75% | None |
Federated Total Return Series, Inc.: | ||
Federated Total Return Bond Fund | 0.75% | None |
Federated World Investment Series, Inc.: | ||
Federated Emerging Market Debt Fund | 0.75% | None |
Federated International Small-Mid Company Fund | 0.75% | 2% on shares redeemed or exchanged within 30 days of purchase |
Federated International Leaders Fund | 0.75% | None |
Money Market Obligations Trust: | ||
Federated Liberty U.S. Government Money Market Trust | 0.75% | None |
Exhibit 28n(11) under Form N-1A
Exhibit 99 under Item 601/Reg. S-K
Class C Shares Exhibit
To
Multiple Class Plan
(revised 4/22/13)
1. Separate Arrangement And Expense Allocation
For purposes of Rule 18f-3 under the Act, the basic distribution and shareholder servicing arrangement of the Class C Shares will consist of sales by financial intermediaries in consideration of an advance commission of up to 1.00% of the public offering price, paid by the principal underwriter. Financial intermediaries may also provide shareholder services and may receive shareholder services fees therefor. Additionally, the principal underwriter and financial intermediaries may receive distribution and/or administrative service fees under the 12b-1 Plan. In cases where the principal underwriter has advanced a commission to the financial intermediary, such 12b-1 fees will be paid to the financial intermediary beginning in the thirteenth month after purchase. In consideration of advancing commissions, the principal underwriter will receive the contingent deferred sales charges paid upon redemption of Class C Shares and payments made under the 12b-1 Plan for twelve months following the purchase. In connection with this basic arrangement, Class C Shares will bear the following fees and expenses:
2. Conversion and Exchange Privileges
For purposes of Rule 18f-3, Class C Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights: | At the election of the shareholder, Class C Shares that are not subject to a CDSC may be converted to Institutional Shares or Service Shares, provided that the shareholder meets the eligibility requirements for the Institutional Shares or Service Shares, as applicable. |
Exchange Privileges: | Class C Shares may be exchanged for Class C Shares of any other Fund. |
In any exchange, the shareholder shall receive shares having the same aggregate net asset value as the shares surrendered. Exchanges to any other Class shall be treated in the same manner as a redemption and purchase.
3. Exceptions to Basic Arrangements
For purposes of Rules 22d-1 and 6c-10 under the Act, unless otherwise specified on the Schedule to this Exhibit, the scheduled variations contingent deferred sales charges are as follows:
(A) WAIVER OF CDSC
· | following the death of the last surviving shareholder or post-purchase disability, as defined in Section 72(m)(7) of the Internal Revenue Code of 1986; |
· | representing minimum required distributions from an Individual Retirement Account or other retirement plan to a shareholder who has attained the age of 70 ½; |
· | of Shares that were reinvested within 120 days of a previous redemption; |
· | of Shares held by the Directors, Trustees, employees, former employees and sales representatives of the Fund, the Adviser, the principal underwriter and their affiliates, employees of any investment professional that sells Shares according to a sales agreement with the principal underwriter, by the immediate family members of the above persons, and by trusts, pension or profit-sharing plans for the above persons; |
· | of Shares originally purchased through a program offered by a Financial Intermediary that provides for the purchase of Shares without imposition of a sales charge (for example, a wrap account, self-directed brokerage account, retirement, or other fee-based program offered by the Financial Intermediary) and where the Financial Intermediary has agreed with the principal underwriter not to receive an advanced commission on purchases under such program; |
· | of Shares purchased with reinvested dividends or capital gains; |
· | imposed by the Fund when it closes an account for not meeting the minimum balance requirements; and |
· | of Shares which were purchased pursuant to an exchange privilege if the Shares were held for the applicable CDSC holding period. |
4. Redemption Fee
For purposes of Rule 11a-3 under the Act, any redemption fee received upon the redemption or exchange of Class C Shares will be applied to fees incurred or amount expended in connection with such redemption or exchange. The balance of any redemption fees shall be paid to the Fund.
A Fund shall waive any redemption fee with respect to (i) non-participant directed redemptions or exchanges involving Class C Shares held in retirement plans established under Section 401(a) or 401(k) of the Internal Revenue Code (the “Code”), custodial plan accounts established under Section 493(b)(7) of the Code, or deferred compensation plans established under Section 457 of the Code; (ii) redemptions or exchanges involving Class C Shares held in plans administered as college savings programs under Section 529 of the Code; and (iii) Class C Shares redeemed due to the death of the last surviving shareholder on the account.
Schedule of Funds
Offering Class C Shares
The Funds set forth on this Schedule each offer Class C Shares on the terms set forth in the Class C Shares Exhibit to the Multiple Class Plan, in each case as indicated below. The 12b-1 fees indicated are the maximum amounts authorized based on the average daily net asset value. Actual amounts accrued may be less.
CLASS C SHARES SUBJECT TO THE BASIC LOAD SCHEDULE
Multiple Class Company
Series |
12b-1 Fee | Redemption Fee |
Federated Equity Funds: | ||
Federated Absolute Return Fund | 0.75% | None |
Federated Clover Small Value Fund | 0.75% | None |
Federated Clover Value Fund | 0.75% | None |
Federated Global Equity Fund | 0.75% | None |
Federated InterContinental Fund | 0.75% | None |
Federated International Strategic Value Dividend Fund | 0.75% | None |
Federated Kaufmann Fund | 0.75% | None |
Federated Kaufmann Large Cap Fund | 0.75% | None |
Federated Kaufmann Small Cap Fund | 0.75% | None |
Federated MDT Mid-Cap Growth Strategies Fund | 0.75% | None |
Federated Prudent Bear Fund | 0.75% | None |
Federated Strategic Value Dividend Fund | 0.75% | None |
Federated Equity Income Fund, Inc. | 0.75% | None |
Federated Fixed Income Securities, Inc.: | ||
Federated Strategic Income Fund | 0.75% | None |
Federated Global Allocation Fund | 0.75% | None |
Federated Government Income Securities, Inc. | 0.75% | None |
Federated High Income Bond Fund, Inc. | 0.75% | 2% on shares redeemed or exchanged within 90 days of purchase |
Federated Income Securities Trust: | ||
Federated Capital Income Fund | 0.75% | None |
Federated Floating Rate Strategic Income Fund | 0.75% | None |
Federated Fund for U.S. Government Securities | 0.75% | None |
Federated Unconstrained Bond Fund | 0.75% | None |
Federated Muni and Stock Advantage Fund | 0.75% | None |
Federated Prudent DollarBear Fund | 0.75% | None |
Federated Real Return Bond Fund | 0.75% | None |
CLASS C SHARES SUBJECT TO THE BASIC LOAD SCHEDULE (continued)
Multiple Class Company
Series |
12b-1 Fee | Redemption Fee |
Federated Index Trust | ||
Federated Max-Cap Index Fund | 0.75% | None |
Federated International Series, Inc.: | ||
Federated International Bond Fund | 0.75% | None |
Federated Investment Series Funds, Inc.: | ||
Federated Bond Fund | 0.75% | None |
Federated MDT Series: | ||
Federated MDT All Cap Core Fund | 0.75% | None |
Federated MDT Balanced Fund | 0.75% | None |
Federated MDT Large Cap Growth Fund | 0.75% | None |
Federated MDT Small Cap Core Fund | 0.75% | None |
Federated MDT Small Cap Growth Fund | 0.75% | None |
Federated Municipal Securities Fund, Inc. | 0.75% | None |
Federated Municipal Securities Income Trust: | ||
Federated Municipal High Yield Advantage Fund | 0.75% | None |
Federated Total Return Series, Inc.: | ||
Federated Total Return Bond Fund | 0.75% | None |
Federated World Investment Series, Inc.: | ||
Federated Emerging Market Debt Fund | 0.75% | None |
Federated International Leaders Fund | 0.75% | None |
Federated International Small-Mid Company Fund | 0.75% | 2% on shares redeemed or exchanged within 30 days of purchase |
Money Market Obligations Trust: | ||
Federated Liberty U.S. Government Money Market Trust | 0.75% | None |
Exhibit 28n(12) under Form N-1A
Exhibit 99 under Item 601/Reg. S-K
Class F Shares Exhibit
To
Multiple Class Plan
(Revised 12/1/12)
1. Separate Arrangement And Expense Allocation
For purposes of Rule 18f-3 under the Act, the basic distribution and shareholder servicing arrangement for the Class F Shares will consist of sales by financial intermediaries in consideration of the payment of the sales load (“dealer reallowance”). Financial intermediaries may also provide shareholder services and may receive shareholder service fees therefor. Additionally, the principal underwriter may pay up to 100 basis points (1.00%) of the public offering price to financial intermediaries as an advance commission on sales. In consideration of advancing this payment, the principal underwriter will receive any contingent deferred sales charges paid upon redemption of Class F Shares and distribution service fees under the 12b-1 Plan on an ongoing basis. In connection with this basic arrangement Class F Shares will bear the following fees and expenses:
Fees and Expenses | Maximum Amount Allocated Class F Shares |
Sales Load | Up to 100 basis points (1.00%) of the public offering price |
Contingent Deferred Sales Charge ("CDSC") | Up to 100 basis points (1.00%) of the share price at the time of original purchase or redemption, whichever is lower |
Shareholder Service Fee | Up to 25 basis points (0.25%) of the average daily net asset value |
12b-1 Fee | As set forth in the attached Schedule |
Other Expenses | Itemized expenses incurred by the Fund with respect to holders of Class F Shares as described in Section 3 of the Plan |
2. Conversion and Exchange Privileges
For purposes of Rule 18f-3, Class F Shares have the following conversion rights and exchange privileges at the election of the shareholder:
Conversion Rights: | None |
Exchange Privileges: | Class F Shares may be exchanged for Class F Shares of any other Fund. |
In any exchange, the shareholder shall receive shares having the same aggregate net asset value as the shares surrendered. Exchanges to any other Class shall be treated as a redemption and purchase.
3. Exceptions to Basic Arrangements
For purposes of Rules 22d-1 and 6c-10 under the Act, unless otherwise specified on the Schedule to this Exhibit, the scheduled variations in sales load and contingent deferred sales charges are as follows :
(A) BASIC SALES LOAD SCHEDULE *
Purchase Amount: |
Sales Charge as Percentage of Offering Price | Sales Charge as a Percentage of NAV |
Less than $1 million | 1.00% | 1.01% |
$1 million or greater | 0.00% | 0.00% |
(B) CDSC SCHEDULE
Unless otherwise indicated below, the Schedule of Contingent Deferred Sales Charges for each Fund is as follows:
Purchase Amount: |
Shares Held: |
Contingent Deferred Sales Charge: |
Under $2 million | 4 years or less | 1.00% |
$2 million but less than $5 million | 2 years or less | 0.50% |
$ 5 million or greater | 1 year or less | 0.25% |
(C) REDUCING OR ELIMINATING THE SALES LOAD
Contingent upon notification to the Fund’s principal underwriter or transfer agent, in applying the exceptions set forth in this Section 3, the purchase amount shall take into account:
· | Discounts achieved by combining concurrent purchases of and/or current investment in Class A, Class B, Class C, Class F, and Class R Shares, made or held by (or on behalf of) the investor, the investor’s spouse, and the investor’s children under age 21 (regardless of whether the purchases or investments are made or held directly or through an investment professional or through a single-participant retirement account); provided that such purchases and investments can be linked using tax identification numbers (TINs), social security numbers (SSNs), or Broker Identification Numbers (BINs); and |
· | Letters of intent to purchase a certain amount of Class F Shares within a thirteen month period. |
(D) WAIVER OF SALES LOAD
Contingent upon notification to the Fund's principal underwriter or transfer agent, no sales load will be assessed on purchases of Class F Shares made:
· | within 120 days of redeeming Shares of an equal or greater amount; |
· | through a financial intermediary that did not receive a dealer reallowance on the purchase; |
· | by shareholders who originally became shareholders of a Fund pursuant to the terms of an agreement and plan of reorganization which permits the shareholders to acquire shares at net asset value; |
· | with reinvested dividends or capital gains; |
· | by Directors, Trustees, employees, former employees and sales representatives of the Fund, the Adviser, the principal underwriter and their affiliates, employees of any investment professional that sells shares according to a sales agreement with the principal underwriter, by the immediate family members of the above persons, and by trusts, pension or profit-sharing plans for the above persons; and |
· | pursuant to the exchange privilege. |
(E) WAIVER OF CDSC
Contingent upon notification to the Fund’s principal underwriter or transfer agent, no CDSC will be imposed on redemptions:
· | (Class F Shares of Federated Capital Income Fund only) as a shareholder who owned Shares on September 30, 1989; |
· | following the death of the last surviving shareholder or post-purchase disability, as defined in Section 72(m)(7) of the Internal Revenue Code of 1986; |
· | representing minimum required distributions from an Individual Retirement Account or other retirement plan to a shareholder who has attained the age of 70 ½; |
· | of Shares that were reinvested within 120 days of a previous redemption of an equal or lesser amount; |
· | of Shares held by the Directors, Trustees, employees, former employees and sales representatives of the Fund, the Adviser, the principal underwriter and their affiliates, employees of any investment professional that sells Shares according to a sales agreement with the principal underwriter, by the immediate family members of the above persons, and by trusts, pension or profit-sharing plans for the above persons; |
· | of Shares originally purchased through a program offered by a Financial Intermediary that provides for the purchase of Shares without imposition of a sales charge (for example, a wrap account, self-directed brokerage account, retirement, or other fee-based program offered by the Financial Intermediary) and where the Financial Intermediary has agreed with the principal underwriter not to receive an advanced commission on purchases under such program; |
· | of Shares purchased with reinvested dividends or capital gains; |
· | imposed by the Fund when it closes an account for not meeting the minimum balance requirements; |
· | of Shares which were purchased pursuant to an exchange privilege if the Shares were held for the applicable CDSC holding period; and |
· | representing a total or partial distribution from a qualified plan, which would not include account transfer, rollovers, or redemptions for the purpose of reinvestment. For these purposes, qualified plans would not include an Individual Retirement Account, Keogh Plan or custodial account following retirement. |
Schedule of Funds
Offering Class F Shares
The Funds set forth on this Schedule each offer Class F Shares on the terms set forth in the Class F Shares Exhibit to the Multiple Class Plan, in each case as indicated below. The 12b-1 fees indicated are the maximum amounts authorized based on the average daily net asset value. Actual amounts accrued may be less.
CLASS F SHARES SUBJECT TO THE BASIC LOAD SCHEDULE
Multiple Class Company Series |
12b-1 Fee |
Federated Equity Income Fund, Inc | 0.25% |
Federated Fixed Income Securities, Inc.: Federated Strategic Income Fund |
0.05% |
Federated Government Income Securities, Inc. | None |
Federated Income Securities Trust: Federated Capital Income Fund Federated Muni and Stock Advantage Fund |
0.05% None |
Federated Investment Series Funds, Inc.: Federated Bond Fund |
None |
Federated Municipal Securities Fund, Inc. | None |
Federated Municipal Securities Income Trust: Federated Municipal High Yield Advantage Fund Federated Ohio Municipal Income Fund |
0.05% 0.40% |
Money Market Obligations Trust: Federated Liberty U.S. Government Money Market Trust |
None |
E xhibit 28j(1) under Form N-1A
Exhibit 23 under Item 601/Reg. S-K
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the references to our firm under the captions "Financial Highlights" in the Prospectus and "Independent Registered Public Accounting Firm" in the Statement of Additional Information in Post-Effective Amendment Number 56 to the Registration Statement (Form N-1A, No. 033-54445) of Federated Institutional Trust, and to the incorporation by reference of our report, dated September 23, 2013, on Federated Government Ultrashort Duration Fund (one of the portfolios constituting Federated Institutional Trust) included in the Annual Shareholder Report for the year ended July 31, 2013.
/s/ ERNST & YOUNG LLP
Boston, Massachusetts
September 23, 2013