Exhibit 9(iii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
FUND ACCOUNTING
AND
SHAREHOLDER RECORDKEEPING AGREEMENT
AGREEMENT made as of the 1st day of July, 1992, by and between
BAYFUNDS, a Massachusetts business trust, having its principal office and place
of business at Federated Investors Tower, Pittsburgh, PA 15222-3779 (the
"Trust"), on behalf of the portfolios (individually referred to herein as a
"Fund" and collectively as "Funds") of the Trust, and FEDERATED SERVICES
COMPANY, a Delaware business trust having its principal office and place of
business at Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779 (the
"Company").
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
with authorized and issued shares of beneficial interest ("Shares"); and
WHEREAS, the Trust wishes to retain the Company to provide certain
pricing, accounting and recordkeeping services for each of the Funds, including
any classes of shares issued by any Fund ("Classes"), and the Company is
willing to furnish such services; and
WHEREAS, the Trust desires to appoint the Company as its transfer agent,
dividend disbursing agent, and agent in connection with certain other
activities, and the Company desires to accept such appointment; and
WHEREAS, from time to time the Trust may desire and may instruct the
Company to subcontract for the performance of its duties and responsibilities
hereunder with another agent (the "Agent");
NOW THEREFORE, in consideration of the promises and mutual covenants
herein contained, the parties hereto agree as follows:
SECTION ONE: FUND ACCOUNTING.
Article 1. Appointment.
The Trust hereby appoints the Company to provide certain pricing and
accounting services to the Funds for the period and on the terms set forth in
this Agreement. The Company accepts such appointment and agrees to furnish the
services herein set forth in return for the compensation as provided in Article
3 of this Section.
Article 2. The Company and Duties.
Subject to the supervision and control of the Trust's Board of Trustees
("Board"), the Company will assist the Trust with regard to portfolio
accounting for the Trust and the Funds, and/or the Classes, and in connection
therewith undertakes to do the following specific services;
A. Valuing the assets of the Funds and determining the net asset value
per share of the outstanding Shares of the Funds and the Classes, at the time
and in the manner from time to time determined by the Board of the Trust and as
set forth in the prospectus and Statement of Additional Information
("Prospectus");
B. Calculating the net income of the Funds, if any;
C. Calculating capital gains or losses for the Funds from sale or
disposition of assets, if any;
D. Maintaining the general ledger and other accounts, books and financial
records of the Trust, including for each Fund and Class, as required under
Section 31(a) of the 1940 Act and the Rules thereunder in connection with the
services provided by the Company;
E. Preserving for the periods prescribed by Rule 31a-2 under the 1940 Act
the records to be maintained by Rule 31a-1 under said Act in connection with
the services provided by the Company. The Company further agrees that all such
records which it maintains for the Trust are the property of the Trust and
further agrees to surrender promptly to the Trust such records upon the Trust's
request.
F. At the request of the Trust, drafting various reports or other
financial documents required by federal, state and other applicable laws and
regulations; and
G. Such other similar services as may be reasonably requested by the
Trust.
Article 3. Compensation and Allocation of Expenses.
A. The Funds will compensate the Company for its services rendered
pursuant to Section One of this Agreement in accordance with the fees set forth
on Fee Schedule A, annexed hereto and incorporated herein. Such fees do not
include out-of-pocket disbursements of the Company for which the Company shall
be entitled to ▇▇▇▇ separately. Out-of-pocket disbursements shall include, but
shall not be limited to, the items specified in Schedule B, annexed hereto and
incorporated herein, which Schedule may be modified by the Company upon not
less than thirty days' prior written notice to the Trust.
B. The Company shall not be required to pay any of the following expenses
incurred by the Trust, the Funds, or the Classes: custodial expenses;
membership dues in the Investment Company Institute or any similar
organization; transfer agency expenses; investment advisory expenses; costs of
printing and mailing stock certificates, Prospectuses, reports and notices;
administrative expenses; interest on borrowed money; brokerage commissions;
taxes and fees payable to Federal, state and other governmental agencies; fees
of Trustees of the Trust; outside auditing expenses; outside legal expenses; or
other expenses not specified in this Article 3 which may be properly payable by
the Trust.
C. The Company will invoice the Funds as soon as practicable after the
end of each calendar month, and said invoices will be detailed in accordance
with Schedule A and Schedule B. The Trust will promptly pay to the Company the
amount of such invoice.
D. Any compensation agreed to hereunder may be adjusted from time to time
by attaching to Schedule A a revised Schedule A dated and signed by a duly
authorized officer of the Trust and a duly authorized officer of the Company.
E. The fee for the period from the effective date of application of this
Agreement with respect to a Fund or a Class to the end of the initial month
shall be prorated according to the proportion that such period bears to the
full month period. Upon any termination of this Agreement before the end of
any month, the fee for such period shall be prorated according to the
proportion which such period bears to the full month period. For purposes of
determining fees payable to the Company, the value of the Fund's net assets
shall be computed at the time and in the manner specified in the Fund's
Prospectus.
F. The Company in its sole discretion may from time to time employ or
associate with itself such person or persons as the Company may believe to be
particularly suited to assist it in performing services under this Agreement.
Such person or persons may be officers and employees who are employed by both
the Company and the Trust. The compensation of such person or persons shall be
paid by the Company and no obligation shall be incurred on behalf of the Trust,
the Funds, or the Classes in such respect.
SECTION TWO: SHAREHOLDER RECORDKEEPING.
Article 4. Terms of Appointment.
Subject to the terms and conditions set forth in this Agreement, the Trust
hereby employs and appoints the Company to act as, and the Company agrees to
act as, transfer agent for each Fund's Shares, dividend disbursing agent, and
agent in connection with any accumulation, open-account or similar plans
provided to the shareholders of any Fund ("Shareholders"), including without
limitation any periodic investment plan or periodic withdrawal program.
Proper Instructions as used throughout Section Two of this Agreement 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 considered Proper Instructions if the Company reasonably believes them to
have been given by a person previously authorized in Proper Instructions to
give such instructions with respect to the transaction involved. The Trust and
the Company shall cause all oral instructions to be confirmed in writing.
Proper Instructions may include communications effected directly between
electro-mechanical or electronic devices provided that the Trust and the
Company are satisfied that such procedures afford adequate safeguards for a
Fund's assets. Proper Instructions may only be amended in writing.
Article 5. Duties of the Company.
The Company agrees that it will perform the following services in
accordance with Proper Instructions as may be provided from time to time by the
Trust as to any Fund:
A. Purchases
(1) The Company shall receive orders and payment for the purchase of
shares and promptly deliver payment and appropriate documentation
therefore to the safekeeping custodian of the relevant Fund, (the
"Custodian"). The Company shall notify the Trust and the Custodian
on a daily basis of the total amount of orders and payments so
delivered.
(2) Pursuant to purchase orders and in accordance with the Fund's
current Prospectus, the Company shall compute and issue the
appropriate number of shares and hold such shares in the
appropriate Shareholder accounts.
(3) If a Shareholder or its agent requests a certificate, the
Company, as Transfer Agent, shall countersign and mail by first
class mail, a certificate to the Shareholder at his address as set
forth on the transfer books of the Fund, subject to any Proper
Instructions regarding the delivery of certificates.
(4) In the event that any check or other order for the purchase of
Shares of the Fund is returned unpaid for any reason, the Company
shall debit the Share account of the Shareholder by the number of
Shares that had been credited to his account upon receipt of the
check or other order, promptly mail a debit advice to the
Shareholder, and notify the Trust of its action. In the event that
the amount paid for such Shares exceeds proceeds of the redemption
of such Shares plus the amount of any dividends paid with respect
to such Shares, the Company will receive reimbursement of such
excess from the Fund or its distributor.
B. Distribution
(1) Upon notification by the Trust of the declaration of any
distribution to shareholders, the Company shall act as Dividend
Disbursing Agent for the Fund in accordance with the provisions of
its governing document and the then current Prospectus of the Fund
and as such shall prepare and mail or credit income, capital gain,
or any other payments to Shareholders. As the Dividend Disbursing
Agent, the Company shall, on or before the payment date of any such
distribution, notify the Custodian of the estimated amount required
to pay any portion of said distribution which is payable in cash
and request the Custodian to make available sufficient funds for
the cash amount to be paid out. The Company shall reconcile the
amounts so requested and the amounts actually received with the
Custodian on a daily basis. If a Shareholder is entitled to
receive additional Shares by virtue of any such distribution or
dividend, appropriate credits shall be made to the Shareholder's
account and certificates delivered where requested; and
(2) The Company shall maintain records of account for each Fund and
advise the Trust and its Shareholders as to the foregoing.
C. Redemptions and Transfers
(1) The Company shall receive redemption requests and redemption
directions and, if such redemption requests comply with the
procedures as may be described in the Fund Prospectus or set forth
in Proper Instructions, deliver the appropriate instructions
therefore to the Custodian. The Company shall notify the Trust on
a daily basis of the total amount of redemption requests processed
and monies paid to the Company by the Custodian for redemptions.
(2) At the appropriate time as and when it receives monies paid to it
by the Custodian with respect to any redemption, the Company shall
pay over or cause to be paid over in the appropriate manner such
monies as instructed by the redeeming Shareholders, pursuant to
procedures described in the then current Prospectus of the Fund.
(3) If any such certificate or request for redemption does not comply
with the procedures for redemption approved by the Trust, the
Company shall promptly notify the Shareholder of such fact,
together with the reason therefor, and shall effect such redemption
at the price applicable to the date and time of receipt of
documents complying with said procedures.
(4) The Company shall effect transfers of Shares by the registered
owners thereof.
(5) The Company shall identify and process abandoned accounts and
uncashed checks for state escheat requirements on an annual basis
and report such actions to the Trust.
D. Recordkeeping
(1) The Company shall record the issuance of shares of the Fund and
maintain pursuant to applicable rules of the Securities and
Exchange Commission ("SEC") a record of the total number of shares
of the Fund which are authorized, based upon data provided to it by
the Trust, and issued and outstanding. The Company shall also
provide the Trust on a regular basis or upon reasonable request
with the total number of Shares which are authorized and issued and
outstanding, but shall have no obligation when recording the
issuance of Shares, except as otherwise set forth herein, to
monitor the issuance of such shares or to take cognizance of any
laws relating to the issue or sale of such Shares, which functions
shall be the sole responsibility of the Trust.
(2) The Company shall establish and maintain records pursuant to
applicable rules of the SEC relating to the services to be
performed hereunder in the form and manner as agreed to by the
Trust to include a record for each Shareholder's account of the
following:
(a) Name, address and tax identifying number (and whether such
number has been certified);
(b) Number of Shares held;
(c) Historical information regarding the account, including
dividends paid and date and price for all transactions;
(d) Any stop or restraining order placed against the account;
(e) Information with respect to withholdings in the case of a
foreign account or an account for which withholding is required
by the Internal Revenue Code;
(f) Any dividend reinvestment order, plan application, dividend
address and correspondence relating to the current maintenance
of the account;
(g) Certificate numbers and denominations for any Shareholder
holding certificates;
(h) Any information required in order for the Company to perform
the calculations contemplated or required by this Agreement.
(3) The Company shall preserve any such records required to be
maintained pursuant to the rules of the SEC for the periods
prescribed in said rules as specifically noted below. Such record
retention shall be at the expense of the Fund, and such records may
be inspected by the Trust at reasonable times. The Company may, at
its option at any time, and shall forthwith upon the Trust's
demand, turn over to the Trust and cease to retain in the Company's
files, records and documents created and maintained by the Company
pursuant to this Agreement, which are no longer needed by the
Company in performance of its services or for its protection. If
not so turned over to the Trust, such records and documents will be
retained by the Company for six years from the year of creation,
during the first two of which such documents will be in readily
accessible form. At the end of the six year period, such records
and documents will either be turned over to the Trust or destroyed
in accordance with Proper Instructions.
E. Confirmations/Reports
(1) The Company shall furnish to the Trust periodically the following
information:
(a) A copy of the transaction register;
(b) Dividend and reinvestment blotters;
(c) The total number of Shares issued and outstanding in each
state for "blue sky" purposes as determined according to Proper
Instructions delivered from time to time by the Trust to the
Company;
(d) Shareholder lists and statistical information;
(e) Payments to third parties relating to distribution
agreements, allocations of sales loads, redemption fees, or
other transaction- or sales-related payments;
(f) Such other information as may be agreed upon from time to
time.
(2) The Company shall prepare in the appropriate form, file with the
Internal Revenue Service and appropriate state agencies, and, if
required, mail to Shareholders, such notices for reporting
dividends and distributions paid as are required to be so filed and
mailed and shall withhold such sums as are required to be withheld
under applicable federal and state income tax laws, rules and
regulations.
(3) In addition to and not in lieu of the services set forth above,
the Company shall:
(a) Perform all of the customary services of a transfer agent,
dividend disbursing agent and, as relevant, agent in connection
with accumulation, open-account or similar plans (including
without limitation any periodic investment plan or periodic
withdrawal program), including but not limited to: maintaining
all Shareholder accounts, mailing Shareholder reports and
Prospectuses to current Shareholders, withholding taxes on
accounts subject to back-up or other withholding (including
non-resident alien accounts), preparing and filing reports on
U.S. Treasury Department Form 1099 and other appropriate forms
required with respect to dividends and distributions by federal
authorities for all Shareholders, preparing and mailing
confirmation forms and statements of account to Shareholders
for all purchases and redemptions of Shares and other
confirmable transactions in Shareholder accounts, preparing and
mailing activity statements for Shareholders, and providing
Shareholder account information; and
(b) provide a system which will enable the Trust to monitor the
total number of Shares of each Fund sold in each state ("blue
sky reporting"). The Trust shall by Proper Instructions
(i) identify to the Company those transactions and assets to be
treated as exempt from the blue sky reporting for each state
and (ii) verify the classification of transactions for each
state on the system prior to activation and thereafter monitor
the daily activity for each state. The responsibility of the
Company for each Fund's state blue sky registration status is
limited solely to the recording of the initial classification
of transactions or accounts with regard to blue sky compliance
and the reporting of such transactions and accounts to the
Trust as provided above.
F. Other Duties
(1) The Company shall answer correspondence from Shareholders
relating to their Share accounts and such other correspondence as
may from time to time be addressed to the Company;
(2) The Company shall prepare Shareholder meeting lists, mail proxy
cards and other material supplied to it by the Trust in connection
with Shareholder Meetings of each Fund; receive, examine and
tabulate returned proxies; and certify the vote of the
Shareholders;
(3) The Company shall establish and maintain facilities and
procedures for safekeeping of stock certificates, check forms and
facsimile signature imprinting devices, if any; and for the
preparation or use, and for keeping account of, such certificates,
forms and devices.
Article 6. Duties of the Trust.
A. Compliance
The Trust assumes full responsibility for the preparation, contents
and distribution of each Prospectus of the Fund and for complying with
all applicable requirements of the Securities Act of 1933, as amended,
the 1940 Act and any laws, rules and regulations of government
authorities having jurisdiction.
B. Share Certificates
The Trust shall supply the Company with a sufficient supply of blank
Share certificates and from time to time shall renew such supply upon
request of the Company. Such blank Share certificates shall be
properly signed, manually or by facsimile, if authorized by the Trust
and shall bear the seal of the Trust or facsimile thereof; and
notwithstanding the death, resignation or removal of any officer of the
Trust authorized to sign certificates, the Company may continue to
countersign certificates which bear the manual or facsimile signature
of such officer until otherwise directed by the Trust.
C. Distributions
The Trust shall promptly inform the Company of the declaration of any
dividend or distribution on account of any Fund's shares.
Article 7. Fees and Expenses.
A. Annual Fee
For performance by the Company pursuant to Section Two of this
Agreement, the Trust agrees to pay the Company an annual maintenance
fee for each Shareholder account as set out in the fee schedule,
Schedule C, attached hereto. Such fees may be changed from time to
time subject to mutual written agreement between the Trust and the
Company. Pursuant to information in the Trust Prospectus or other
information or instructions from the Trust, the Company may sub-divide
any Fund into Classes or other sub-components for recordkeeping
purposes. The Company will charge the Fund the fees set forth on
Schedule C for each such Class or sub-component the same as if each
were a Fund.
B. Reimbursements
In addition to the fee paid under Article 7A above, the Trust agrees
to reimburse the Company for out-of-pocket expenses or advances
incurred by the Company for the items set out in Schedule D attached
hereto. In addition, any other expenses incurred by the Company at the
request or with the consent of the Trust, will be reimbursed by the
appropriate Fund.
C. Payment
The Company shall issue billing notices with respect to fees and
reimbursable expenses on a timely basis, generally within 15 days
following the end of the month in which the fees and expenses have been
incurred. The Trust agrees to pay all fees and reimbursable expenses
within 30 days following the receipt of the respective billing notices.
Article 8. Assignment of Shareholder Recordkeeping.
Except as provided below, neither this Agreement nor any rights or
obligations hereunder may be assigned by either party without the
written consent of the other party.
(1) This Agreement shall inure to the benefit of and be binding upon
the parties and their respective permitted successors and assigns.
(2) The Company may without further consent on the part of the Trust
subcontract for the performance hereof with (A) Boston Financial
Data Services, Inc., a Massachusetts Trust ("BFDS"), which is duly
registered as a transfer agent pursuant to Section 17A(c)(1) of the
Securities Exchange Act of 1934, as amended, or any succeeding
statute ("Section 17A(c)(1)"), or (B) a BFDS subsidiary duly
registered as a transfer agent pursuant to Section 17A(c)(1), or
(C) a BFDS affiliate; provided, however, that the Company shall be
as fully responsible to the Trust for the acts and omissions of any
subcontractor as it is for its own acts and omissions.
(3) The Company shall upon instruction from the Trust subcontract for
the performance hereof with an Agent, other than BFDS as described
in (2) above, which is duly registered as a transfer agent pursuant
to Section 17A(c)(1) or any succeeding statutes; provided, however,
that the Company shall in no way be responsible to the Trust for
the acts and omissions of the Agent.
SECTION THREE: GENERAL PROVISIONS.
Article 9. Documents.
A. In connection with the appointment of the Company under this
Agreement, the Trust shall file with the Company the following documents:
(1) A copy of the Declaration of Trust and By-Laws of the Trust and
all amendments thereto;
(2) A copy of the resolution of the Board of the Trust authorizing
this Agreement;
(3) Specimens of all forms of outstanding Share certificates of the
Funds in the forms approved by the Board of the Trust with a
certificate of the Secretary of the Trust as to such approval;
(4) All account application forms and other documents relating to
Shareholders accounts; and
(5) A copy of the current Prospectus for each fund.
B. The Trust will also furnish from time to time the following documents:
(1) Each resolution of the Board of the Trust authorizing the
original issuance of each Fund's Shares;
(2) Each Registration Statement filed with the SEC and amendments
thereof and orders relating thereto in effect with respect to the
sale of Shares of any Fund;
(3) A certified copy of each amendment to the governing document and
the By-Laws of the Trust;
(4) Certified copies of each vote of the Board authorizing officers
to give Proper Instructions to the Fund Accountant and Shareholder
Recordkeeper;
(5) Specimens of all new Share certificates representing Shares of
any Fund, accompanied by Board resolutions approving such forms;
(6) Such other certificates, documents or opinions which the Company
may, in its discretion, deem necessary or appropriate in the proper
performance of its duties; and
(7) Revisions to the Prospectus of any Fund.
Article 10. Representations and Warranties.
A. Representations and Warranties of the Company
The Company represents and warrants to the Trust that:
(1) It is a business trust duly organized and existing and in good
standing under the laws of the State of Delaware.
(2) It is duly qualified to carry on its business in the State of
Delaware.
(3) It is empowered under applicable laws and by its charter and by-
laws to enter into and perform this Agreement.
(4) All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement.
(5) It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
(6) It is in compliance with federal securities law requirements and
in good standing as a transfer agent.
B. Representations and Warranties of the Trust
The Trust represents and warrants to the Company that:
(1) It is a business trust duly organized and existing and in good
standing under the laws of the Commonwealth of Massachusetts.
(2) It is empowered under applicable laws and by its Declaration of
Trust and By-Laws to enter into and perform this Agreement.
(3) All corporate proceedings required by said Declaration of Trust
and By-Laws have been taken to authorize it to enter into and
perform this Agreement.
(4) The Trust is an open-end investment company registered under the
▇▇▇▇ ▇▇▇.
(5) A registration statement under the Securities Act of 1933 will be
effective, and appropriate state securities law filings have been
made and will continue to be made, with respect to all Shares of
each Fund being offered for sale.
Article 11. Standard of Care/Indemnification.
A. Standard of Care
The Company shall be held to a standard of reasonable care in carrying
out the provisions of this Agreement; provided, however that the
Company shall be held to any higher standard of care which would be
imposed upon the Company by any applicable law or regulation even
though such stated standard of care was not part of this Agreement.
B. Indemnification by Trust
The Company shall not be responsible for and the Trust shall indemnify
and hold the Company harmless against any and all losses, damages,
costs, charges, counsel fees, payments, expenses and liabilities
arising out of or attributable to:
(1) The Trust's refusal or failure to comply with the terms of this
Agreement, or which arise out of the Trust's lack of good faith,
negligence or willful misconduct or which arise out of the breach
of any representation or warranty of the Trust hereunder.
(2) The reliance on or use by the Company or its agents or
subcontractors of information, records and documents in proper form
which
(a) are received by the Company or its agents or subcontractors
and furnished to it by or on behalf of the Trust, its
shareholders or investors regarding the purchase, redemption or
transfer of shares and shareholder account information, or
(b) have been prepared and/or maintained by the Trust or its
affiliates or any other person or firm on behalf of the Trust.
(3) The reliance on, or the carrying out by the Company or its agents
or subcontractors of Proper Instructions of the Trust.
(4) The offer or sale of Shares in violation of any requirement under
the federal securities laws or regulations or the securities laws
or regulations of any state that such Shares be registered in such
state or in violation of any stop order or other determination or
ruling by any federal agency or any state with respect to the offer
or sale of such Shares in such state.
Provided, however, that the Company shall not be protected by this
Article 11.B. from liability for any act or omission resulting from the
Company's lack of good faith, negligence, willful misconduct, or
failure to meet the standard of care set forth in Article 11.A., above.
C. Indemnification by the Company
The Company shall indemnify and hold each Fund harmless from and
against any and all losses, damages, costs, charges, counsel fees,
payments, expenses and liabilities arising out of or attributable to
any action or failure or omission to act by the Company as a result of
the Company's lack of good faith, negligence, willful misconduct, or
failure to meet the standard of care set forth in Article 11.A above.
D. Reliance
At any time the Company may apply to any officer of the Trust for
instructions, and may consult with legal counsel with respect to any
matter arising in connection with the services to be performed by the
Company under this Agreement, and the Company and its agents or
subcontractors shall not be liable and shall be indemnified by the
appropriate Fund for any action reasonably taken or omitted by it in
reliance upon such instructions or upon the opinion of such counsel
provided such action is not in violation of applicable Federal or state
laws or regulations. The Company, its agents and subcontractors shall
be protected and indemnified in recognizing stock certificates which
are reasonably believed to bear the proper manual or facsimile
signatures of the officers of the Trust, and the proper
countersignature of any former transfer agent or registrar, or of a co-
transfer agent or co-registrar.
E. Notification
In order that the indemnification provisions contained in this
Article 11 shall apply, upon the assertion of a claim for which either
party may be required to indemnify the other, the party seeking
indemnification shall promptly notify the other party of such
assertion, and shall keep the other party advised with respect to all
developments concerning such claim. The party who may be required to
indemnify shall have the option to participate with the party seeking
indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any
compromise in any case in which the other party may be required to
indemnify it except with the other party's prior written consent.
Article 12. Termination of Agreement.
This Agreement may be terminated by either party upon one hundred twenty
(120) days written notice to the other. Should the Trust exercise its rights
to terminate, all out-of-pocket expenses associated with the movement of
records and materials will be borne by the appropriate Fund. Additionally, the
Company reserves the right to charge for any other reasonable expenses
associated with such termination.
Article 13. Amendment.
This Agreement may be amended or modified by a written agreement executed
by both parties.
Article 14. Interpretive and Additional Provisions.
In connection with the operation of this Agreement, the Company and the
Trust may from time to time agree on such provisions interpretive of or in
addition to the provisions of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement. Any such interpretive or
additional provisions shall be in a writing signed by both parties and shall be
annexed hereto, provided that no such interpretive or additional provisions
shall contravene any applicable Federal or state regulations or any provision
of the Declaration of Trust. No interpretive or additional provisions made as
provided in the preceding sentence shall be deemed to be an amendment of this
Agreement.
Article 15. Governing Law. Massachusetts Law to Apply
This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the Commonwealth of Massachusetts.
Article 16. Notices.
Except as otherwise specifically provided herein, Notices and other
writings delivered or mailed postage prepaid to the Trust at Federated
Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or to the Company at
Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or to such
other address as the Trust or the Company may hereafter specify, shall be
deemed to have been properly delivered or given hereunder to the respective
address.
Article 17. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original.
Article 18. Limitations of Liability of Trustees and Shareholders of
the Trust.
The execution and delivery of this Agreement have been authorized by the
Trustees of the Trust and signed by an authorized officer of the Trust, acting
as such, and neither such authorization by such Trustees nor such execution and
delivery by such officer shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, and the
obligations of this Agreement are not binding upon any of the Trustees or
shareholders of the Trust, but bind only the appropriate trust property of a
Fund or Class as provided in the Declaration of Trust.
Article 19. Limitations of Liability of Trustees and Shareholders of
the Company.
The execution and delivery of this Agreement have been authorized by the
Trustees of the Company and signed by an authorized officer of the Company,
acting as such, and neither such authorization by such Trustees nor such
execution and delivery by such officer shall be deemed to have been made by any
of them individually or to impose any liability on any of them personally, and
the obligations of this Agreement are not binding upon any of the Trustees or
shareholders of the Company, but bind only the trust property of the Trust as
provided in the Declaration of Trust.
Article 20. Assignment.
This Agreement and the rights and duties hereunder shall not be assignable
with respect to a Fund by either of the parties hereto except by the specific
written consent of the other party.
Article 21. 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 22. Successor Agent.
If a successor agent for the Trust shall be appointed by the Trust, the
Company shall upon termination of this Agreement deliver to such successor
agent at the office of the Company all properties of the Trust held by it
hereunder. If no such successor agent shall be appointed, the Company shall at
its office upon receipt of Proper Instructions deliver such properties in
accordance with such instructions.
In the event that no written order designating a successor agent or Proper
Instructions shall have been delivered to the Company on or before the date
when such termination shall become effective, then the Company shall have the
right to deliver to a bank or trust company, which is a "bank" as defined in
the Investment Company Act of 1940, as amended, of its own selection, having an
aggregate capital, surplus, and undivided profits, as shown by its last
published report, of not less than $2,000,000, all properties held by the
Company under this Agreement. Thereafter, such bank or trust company shall be
the successor of the Company under this Agreement.
Article 23. Force Majeure.
The Company shall have no liability for cessation of services hereunder or
any damages resulting therefrom to the Trust as a result of work stoppage,
power or other mechanical failure, natural disaster, governmental action,
communication disruption or other impossibility of performance.
Article 24. Assignment; Successors.
This Agreement shall not be assigned by either party without the prior
written consent of the other party, except that either party may assign to a
successor all of or a substantial portion of its business, or to a party
controlling, controlled by, or under common control with such party.
Article 25. Severability.
In the event any provision of this Agreement is held illegal, void or
unenforceable, the balance shall remain in effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their seals by and through
their duly authorized officers, as of the day and year first above written.
ATTEST: BAYFUNDS
/s/S. ▇▇▇▇▇▇▇ ▇▇▇▇▇ By:/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Assistant Secretary Vice President
ATTEST: FEDERATED SERVICES COMPANY
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By:/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Assistant Secretary Vice President
SCHEDULE A
FUND ACCOUNTING AGREEMENT
Compensation for Fund Accounting
Annual Fees per Fund
$30,000
plus 2.0 basis points on average net assets of the Fund from $100 million
but less than $250 million.
plus 1.5 basis points on average net assets of the Fund from $250 million
but less than $500 million.
plus 1.0 basis points on average net assets of the Fund from and over $500
million.
plus $1,000.00 per month for each Class beyond the first Class.
The monthly fee will be $ 1,000.00 per Class with no asset charge
for those months where Federated is the only shareholder in that Class,
due to its seeding of the fund.
SUPERCEDED BY NEW SCHEDULE A
Schedule A
Federated Services Company
Portfolio Accounting
Fee Schedule
I. ANNUAL FEES II. COMPETITIVE ANALYSIS
ASSET BASED FEE ASSET BASED FEE
First $100 Million 3.0 Basis Points Provides incentive by lowering
$100 Million - $300 Million 2.0 Basis Points fees for larger
funds in a
$300 Million - $500 Million 1.0 Basis Points business where
assets should
Over $500 Million .5 Basis Points continue to grow as funds
mature.
Competitive notes:
- Asset charges range from
2 to 6 Basis Points
- Lowest asset charges for
funds greater than $300
million.
MINIMUM FEE MINIMUM FEES
Minimum fee per year $39,000 State Street Bank $42,000
Competitor A $46,000*
Competitor B $40,000**
Competitor C $52,000
Competitor D $45,000
Additional class of shares per year $12,000 * At current asset levels.
(Plus pricing charges and other out-of-pocket expenses) ** Increases to
$60,000 at $100
million.
SCHEDULE B
Out-of-Pocket Expenses
Fund Accounting
I. Out-of-pocket expense include, but are not limited to, the following:
- Postage (including overnight courier service)
- Statement Stock
- Envelopes
- Telephones
- Telecommunication Charges (including FAX)
- Travel
- Duplicating
- Forms
- Supplies
- Microfiche
- Computer Access Charges
- Client Specific System Enhancements
- Access to the Shareholder Recordkeeping System
- Security Pricing Services
- Variable Rate Change Notification Services
- Paydown Factor Notification Services
SCHEDULE C
FUND ACCOUNTING AND SHAREHOLDER RECORDKEEPING AGREEMENT
between
FEDERATED SERVICES COMPANY
and
BAYFUNDS
Fee Schedule
DAILY DIVIDEND ACCRUAL FUND DECLARED DIVIDEND
FUND
Annual Fee Per Shareholder Fee Per
Shareholder
Account Account
BASE TRANSFER AGENCY SERVICES
- System Access, Funds $14.50 per Account plus $7.50 per Account
plus
Control & Reconcilement, Out-of-Pocket Expenses Out-of-Pocket
Expenses
Statement Processing
ADDITIONAL SERVICE -
ACCOUNT ACTIVITY PROCESSING
- Account Establishment, Forms $3.50 per Account plus $3.50 per Account
plus
Processing, Trade Processing, Out-of-Pocket Expenses Out-of-Pocket
Expenses
Maintenance
ADDITIONAL SERVICE -
SHAREHOLDER SERVICING
- Customer Service Telephones, $4.50 per Account plus $4.50 per Account
plus
Correspondence Out-of-Pocket Expenses Out-of-Pocket
Expenses
The ACCOUNT FEE is an annualized amount, prorated on a monthly basis for
billing purposes.
MINIMUM TRANSFER AGENT FEE - $750/month per Fund, Class or other sub-division,
no introductory waiver period.
CLOSED ACCOUNT FEE - $.10 a month per closed account.
SCHEDULE D
FUND ACCOUNTING AND SHAREHOLDER RECORDKEEPING AGREEMENT
between
FEDERATED SERVICES COMPANY
and
BAYFUNDS
Out-of-Pocket Expenses Schedule
- Postage (including overnight courier service)
- Statement Stock
- Envelopes
- Telephones
- Telecommunication Charges (including FAX)
- Travel
- Duplicating
- Forms
- Supplies
- Microfiche
- Computer Access Charges
- Client Specific System Enhancements