Exhibit 9 under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
FIRST PRIORITY FUNDS
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement is made as of this 1st day of
August, 1994, between First Priority Funds, a Massachusetts business trust
(herein called the "Fund"), and Federated Administrative Services, a
Delaware business trust (herein called "FAS").
WHEREAS, the Fund is a Massachusetts business trust, consisting of one
or more portfolios, which operates as an open-end management investment
company and will so register under the Investment Company Act of 1940; and
WHEREAS, the Fund desires to retain FAS as its Administrator to
provide it with Administrative Services (as herein defined), and FAS is
willing to render such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the parties hereto agree as follows:
1. Appointment of Administrator. The Fund hereby appoints FAS as
Administrator of the Fund on the terms and conditions set forth in this
Agreement; and FAS hereby accepts such appointment and agrees to perform
the services and duties set forth in Section 2 of this Agreement in
consideration of the compensation provided for in Section 4 hereof.
2. Services and Duties. As Administrator, and subject to the
supervision and control of the Fund's Board of Trustees, FAS will provide
facilities, equipment, and personnel to carry out the following
administrative services for operation of the business and affairs of the
Fund and each of its portfolios:
(a) prepare, file, and maintain the Fund's governing documents and
any amendments thereto, including the Declaration of Trust
dated October 15, 1991 ("Declaration of Trust") (which has
already been prepared and filed), the By-laws and minutes of
meetings of Trustees and shareholders;
(b) prepare and file with the Securities and Exchange Commission
and the appropriate state securities authorities the
registration statements for the Fund and the Fund's shares and
all amendments thereto, reports to regulatory authorities and
shareholders, prospectuses, proxy statements, and such other
documents all as may be necessary to enable the Fund to make a
continuous offering of its shares;
(c) prepare, negotiate, and administer contracts on behalf of the
Fund with, among others, the Fund's investment adviser,
distributor, custodian, and transfer agent, subject to approval
by the Fund's Board of Trustees;
(d) supervise the Fund's custodian in the maintenance of the Fund's
general ledger and in the preparation of the Fund's financial
statements, including oversight of expense accruals and
payments, of the determination of the net asset value of the
Fund and of the declaration and payment of dividends and other
distributions to shareholders;
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(e) calculate performance data of the Fund for dissemination to
information services covering the investment company industry;
(f) prepare and file the Fund's tax returns;
(g) examine and review the operations of the Fund's custodian and
transfer agent;
(h) coordinate the layout and printing of publicly disseminated
prospectuses and reports;
(i) perform internal audit examinations in accordance with the
charter adopted by FAS and the Fund;
(j) assist with the design, development, and operation of the Fund;
(k) provide individuals reasonably acceptable to the Fund's Board
of Trustees for nomination, appointment, or election as
officers of the Fund, who will be responsible for the
management of certain of the Fund's affairs as determined by
the Fund's Board of Trustees; and
(l) consult with the Fund and its Board of Trustees on matters
concerning the Fund and its affairs.
The foregoing, along with any additional services that FAS shall agree
in writing to perform for the Fund hereunder, shall hereafter be referred
to as "Administrative Services." Administrative Services shall not include
any duties, functions, or services to be performed for the Fund by the
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Fund's investment adviser, distributor, custodian, or transfer agent
pursuant to their respective agreements with the Fund.
3. Expenses. FAS shall be responsible for expenses incurred in
providing office space, equipment, and personnel as may be necessary or
convenient to provide the Administrative Services to the Fund, including
the compensation of FAS employees who serve as Trustees or officers of the
Fund. The Fund shall be responsible for all other expenses incurred by FAS
on behalf of the Fund, including without limitation postage and courier
expenses, printing expenses, travel expenses, registration fees, filing
fees, fees of outside counsel and independent auditors, insurance premiums,
fees payable to Trustees who are not FAS employees, and trade association
dues.
4. Compensation. For the Administrative Services provided, the
Fund hereby agrees to pay and FAS hereby agrees to accept as full
compensation for its services rendered hereunder an administrative fee at
an annual rate per portfolio of the Fund's shares, payable daily, as
specified below:
Maximum Administrative Average Daily Net Assets
Fee of the Fund
.15% on the first $250 million
.125% on the next $250 million
.100% on the next $250 million
.075% on assets in excess of
$750 million
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However, in no event shall the administrative fee received during any
year of this Agreement with respect to each portfolio be less than, or be
paid at a rate less than would aggregate $50,000, per portfolio.
5. Responsibility of Administrator.
(a) FAS shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Fund in connection with the
matters to which this Agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from
reckless disregard by it of its obligations and duties under
this Agreement. FAS shall be entitled to rely on and may act
upon advice of counsel (who may be counsel for the Fund) on all
matters, and shall be without liability for any action
reasonably taken or omitted pursuant to such advice. Any
person, even though also an officer, trustee, partner, employee
or agent of FAS, who may be or become an officer, Trustee,
employee or agent of the Fund, shall be deemed, when rendering
services to the Fund or acting on any business of the Fund
(other than services or business in connection with the duties
of FAS hereunder) to be rendering such services to or acting
solely for the Fund and not as an officer, trustee, partner,
employee or agent or one under the control or direction of FAS
even though paid by FAS.
(b) FAS shall be kept indemnified by the Fund and be without
liability for any action taken or thing done by it in
performing the Administrative Services in accordance with the
above standards. In order that the indemnification provisions
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contained in this Section 5 shall apply, however, it is
understood that if in any case the Fund may be asked to
indemnify or save FAS harmless, the Fund shall be fully and
promptly advised of all pertinent facts concerning the
situation in question, and it is further understood that FAS
will use all reasonable care to identify and notify the Fund
promptly concerning any situation which presents or appears
likely to present the probability of such a claim for
indemnification against the Fund. The Fund shall have the
option to defend FAS against any claim which may be the subject
of this indemnification. In the event that the Fund so elects,
it will so notify FAS and thereupon the Fund shall take over
complete defense of the claim, and FAS shall in such situation
initiate no further legal or other expenses for which it shall
seek indemnification under this Section. FAS shall in no case
confess any claim or make any compromise in any case in which
the Fund will be asked to indemnify FAS except with the Fund's
written consent.
6. Duration and Termination.
(a) The initial term of this Agreement shall commence on the date
hereof and extend until December 31, 1998. During that period,
the Fund may add up to three new portfolios, provided that the
post-effective amendment(s) to the Fund's registration
statement filed for the purpose of adding the portfolio(s)
become(s) effective on or before December 31, 1995.
(b) Upon the expiration of any term, this Agreement shall be
automatically renewed each year for an additional term of one
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year, unless notice of termination has been delivered by either
party to the other no less than one year before the beginning
of any such additional term.
7. Amendment. No provision of this Agreement may be changed,
waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which an enforcement of the change,
waiver, discharge or termination is sought.
8. Limitations of Liability of Trustees or Officers, Employees,
Agents and Shareholders of the Fund. FAS is expressly put on notice of the
limitation of liability as set forth in the Fund's Declaration of Trust and
agrees that the obligations assumed by the Fund pursuant to this Agreement
shall be limited in any case to the Fund and its assets and that FAS shall
not seek satisfaction of any such obligations from the shareholders of the
Fund, the Trustees, Officers, Employees or Agents of the Fund, or any of
them.
9. Limitations of Liability of Trustees and Shareholders of FAS.
The execution and delivery of this Agreement have been authorized by the
Trustees of FAS and signed by an authorized officer of FAS, acting as such,
and neither such authorization by such Trustees nor such execution and
delivery by such officer shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, and the
obligations of this Agreement are not binding upon any of the Trustees or
shareholders of FAS, but bind only the trust property of FAS as provided in
the Declaration of Trust.
10. Notices. Notices of any kind to be given hereunder shall be in
writing (including facsimile communication) and shall be duly given if
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delivered to the Fund and to its investment adviser at the following
address: First Alabama Bank, ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
and if delivered to FAS at Federated ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇, Attention: President.
11. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court or
regulatory agency decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby. Subject to the provisions of
Section 6, hereof, this Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and shall
be governed by Pennsylvania law; provided, however, that nothing herein
shall be construed in a manner inconsistent with the Investment Company Act
of 1940 or any rule or regulation promulgated by the Securities and
Exchange Commission thereunder.
12. Counterparts. This Agreement may be executed by different
parties on separate counterparts, each of which, when so executed and
delivered, shall be an original, and all such counterparts shall together
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
First Priority Funds
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By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
Attest:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Secretary
Federated Administrative Services
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
President
Attest:/s/ S. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Secretary
