Exhibit 9(viii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
Retirement Plan Service Company of America
Sub-Transfer Agency Agreement
This Agreement made effective the 20th day of February, 1998, is entered into by
and among Federated Services Company, a Delaware business trust having its
principal office and place of business at Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779, ("TA"), Retirement Plan Service Company of America, a
Delaware business trust having its and place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, ("Agent") and Vision
Group of Funds, Inc., on behalf of each portfolio listed on Exhibit A and such
additional investment portfolios as may, by resolution, agree to the appointment
of Agent thereunder (collectively the "Funds").
WHEREAS, Agent is a registered Transfer Agent.
WHEREAS, TA has entered into an Agreement for Fund Accounting and
Transfer Agency Services ("TA Agreement") with the Funds, pursuant to which the
Funds have appointed TA as transfer agent to the Funds and each portfolio
thereunder; and
WHEREAS, the Agent provides shareholder recordkeeping and valuation,
which may include processing services for various retirement plans (the
"Plans"); and
WHEREAS, certain of the Plans intend to invest in one or more of the Funds;
and
WHEREAS, the Funds desire and instruct TA to appoint Agent as its
sub-transfer agent for the limited purposes set forth herein;
NOW THEREFORE, in consideration of the premises and mutual promises set
forth herein, TA, the Funds and Agent agree as follows:
Article 1. Appointment of Agent.
TA appoints Agent as sub-transfer agent for the purposes of receiving
and transmitting orders for the purchase and redemption of Fund shares. Agent
agrees to accept such appointment.
Article 2. Duties of Agent.
Agent agrees that it will perform its duties in accordance with the
operating procedures (the Procedures") attached hereto as Exhibit B.
Article 3. Fees and Expenses.
A. Annual Fee
For performance by Agent pursuant to this appointment, Funds
agree to pay Agent an annual fee of $12 per participant account
for each fund. Such fees may be changed from time to time by
mutual written agreement.
B. Payment
Agent will provide TA with:
1. Total number of participants invested in the Funds.
2. Number of participants per Fund.
3. An invoice for the total fee due to the Agent.
Article 4. Representations and Warranties.
A. Representations and Warranties of Agent
Agent represents and warrants to TA and the Funds 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 empowered under applicable laws and by its
charter and by-laws to enter into and perform under
this Agreement.
3. All requisite corporate proceedings have been taken
to authorize it to enter into and perform under
this Agreement.
4. It has and will continue to have access to the
necessary facilities, equipment and personnel to
perform its duties and obligations under this
Agreement.
B. Representations and Warranties of TA
TA represents and warrants to Agent 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 empowered under applicable laws and by its
charter and by-laws and by the Funds to enter into
and perform this Agreement.
3. All requisite corporate proceedings have been taken
to authorize it to enter into and perform under
this Agreement.
4. It has and will continue to have access to the
necessary facilities, equipment and personnel to
perform its duties and obligations under this
Appointment.
5. It is in compliance with federal securities law
requirements and in good standing as a sub-transfer agent.
It is understood and agreed that TA makes no representation or
warranty as to whether payment of the fees contemplated herein
with respect to a retirement plan constitutes a prohibited
transaction as defined in ss.406 of The Employee Retirement
Income Security Act of 1974 (ERISA) (29 U.S.C. 1106), or ss.4975
of The Internal Revenue Code of 1986 as amended (IRC) (26 U.S.C.
ss.4975).
C. Representations and Warranties of the Funds
The Funds hereby represent and warrant that except as noted on
Exhibit A:
1. The Funds either are or are a component of a
Corporation organized and existing and in good
standing under the laws of the State of Maryland.
2. Each Fund is empowered under applicable laws and by
its Organization Documents and By-Laws to enter
into the TA Agreement.
3. All corporate proceedings required by said
organization documents and By-Laws have been taken
to authorize it to enter into and perform under
this Agreement.
4. Each Fund is an open-end investment company registered
under the 1940 Act ("Investment Company").
5. A registration statement under the 1933 Act will be
effective, and appropriate state securities law
filings have been made and will continue to be
made, with respect to all Shares of each Fund being
offered for sale.
Article 5. Covenants.
A. Covenants of Agent
Agent covenants that Agent shall utilize and employ all
reasonable control procedures available in its performance of
the services rendered hereunder, and Agent shall promptly advise
TA of any errors or mistakes in the data or information
transmitted to TA, the records maintained or output generated
thereby and, using normal audit and control procedures, Agent
shall verify all information received from TA;
B. Covenants of TA
TA covenants that TA shall promptly advise Agent of any errors
or mistakes in the data or information transmitted to Agent, the
records or output generated thereby, and, using normal audit and
control procedures, TA shall verify all information received
from Agent.
Article 6. Standard of Care/Indemnification.
A. Standard of Care
Agent shall be held to a standard of reasonable care in carrying
out the provisions of this Agreement; provided, however that
Agent shall be held to any higher standard of care which would
be imposed upon Agent by any applicable law or regulation.
B. Indemnification by Agent
TA and the Funds and their officers, directors and employees
shall not be responsible for and Agent shall indemnify and hold
TA and the Funds and their officers directors and employees
harmless against any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liabilities arising out of
or attributable to:
1. The Agent's refusal or failure to comply with the
terms of this Agreement, or which arise out of the
Agent's lack of good faith, gross negligence or
willful misconduct or which arise out of the breach
of any material representation or warranty of Agent
hereunder.
2. The reliance on or use by Fund or TA or their
sub-transfer agents or subcontractors of
information, records and documents in proper form
which:
(a) are received by Fund or TA or their
sub-transfer agents or subcontractors and
furnished to them by or on behalf of Agent,
regarding the purchase, redemption or
transfer of shares, or
(b) have been prepared and/or maintained by
Agent or its affiliates or any other person
or firm on behalf of Agent.
Notwithstanding the above, the TA shall not be protected by this
Article 6.B. from liability for any act or omission resulting
from TA's lack of good faith, gross negligence, or willful
misconduct.
C. Reliance
At any time TA or Agent may apply to any officer of a Fund for
instructions, and may consult with legal counsel with respect to
any matter arising in connection with the services to be
performed by TA or Agent under this Agreement, and TA and its
sub-transfer agents or subcontractors and Agent 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.
D. Notification
In order that the indemnification provisions contained in this
Article 6 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 7. Amendment.
TA shall not agree to any amendment or waiver of the provisions of the
TA Agreement which would affect Agent's interests hereunder without the written
consent of Agent, which shall not be unreasonably withheld. This Agreement may
be terminated at any time by sixty (60) days' written notice given by Agent to
TA or by TA to Agent; provided, however, that this Agreement may be terminated
immediately at any time by TA in the event that the TA Agreement is terminated,
or in the event that Agent fails to cure a breach of, or a failure to perform
its duties under this Appointment within thirty (30) days following written
notice of such breach or failure.
Article 8. Miscellaneous.
A. Each party agrees to perform such further acts and execute such
further documents as are necessary to effectuate the purposes
hereof. This Agreement may be executed simultaneously in
counterparts, each of which taken together shall constitute one
and the same instrument.
B. The provisions of this Agreement shall in no way limit the
authority of the Funds or their representatives to take such
action as it or they may deem appropriate or advisable in
connection with all matters relating to the operations of such
Fund and/or sale of its shares.
Article 9. Notices.
Except as otherwise specifically provided herein, Notices and other
writings may be delivered or mailed postage prepaid to the Funds at ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, to TA at Federated
Investors Tower, Pittsburgh, Pennsylvania 15222-3779, and to Agent at ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇.
Article 10. 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 11. Force Majeure.
No party to this agreement shall have any liability for cessation of
services hereunder or any damages resulting therefrom to any other party
hereunder as a result of work stoppage, power or other mechanical failure,
natural disaster, governmental action, communication disruption or other
impossibility of performance.
Article 12: Limitation of Liability
Agent is hereby expressly put on notice of the limitation of liability
as set forth in the Declarations of Trust of the TA and agrees that the
obligations assumed by the TA pursuant to this Agreement shall be limited in any
case to the TA and its respective assets, and Agent shall not seek satisfaction
of any such obligation from the shareholders of the TA, the Trustees, officers,
employees or sub-transfer agents of the TA, or any of them.
Article 13. 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 20th day of February, 1998.
FEDERATED SERVICES COMPANY
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Senior Vice President
RETIREMENT PLAN SERVICE COMPANY OF AMERICA
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President, Business Development
VISION GROUP OF FUNDS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Typed Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
EXHIBIT A
Fund Name Cusip Number
Vision Capital Appreciation Fund 92830F 70 3
Vision Treasury Money Market 92830F 10 9
Vision Money Market 92830F 30 7
Vision U.S. Government Securities 92830F 40 6
Vision Growth & Income 92830F 60 4
Vision Equity Income Fund 92830F 80 2
Vision New York Municipal Income Fund 92830F 50 5
Vision New York Tax-Free Money Market Fund 92830F 20 8
EXHIBIT B
Operating Procedures
TA will establish a single, separate account for the interest of each Plan
in each of the Funds selected. Agent will maintain Plan participant accounts.
Agent will separately place purchase and redemption orders for each Plan with TA
in accordance with the procedures listed below.
1. All orders accepted and transmitted by Agent hereunder with respect to each
Plan on any business day will be based upon instructions that it received
from the Plan or Plan participants in proper form prior to 4:00 p.m. ET on
that business day (day 1).
2. TA will furnish Agent by 7:00 p.m. (day 1) the net asset value per share as
of the close of business and any appropriate accrual/dividend factors for
all Funds.
3. TA will accept net trade orders from Agent until 8:00 a.m. on the following
business day (day 2). These trades will be entered at the net asset value
as of the close of business on day 1.
4. The settlement date for all trades is day 2. Settlements shall be made by
Fed Wire transfer between the trustee or custodian of the Plan and the
Fund.
5. TA will furnish Agent a confirmation with respect to each order placed
hereunder. Upon receipt of each confirmation Agent shall verify its
accuracy and shall notify TA of any errors appearing thereon.
6. TA shall promptly furnish Agent with notice of any dividends or
distributions payable on the shares of each Fund. All such dividends and
distributions shall be automatically reinvested in additional shares of the
Funds. TA shall notify Agent as to the number of shares so issued.
7. TA shall provide Agent with semi-annual and annual reports and proxy
materials for each Fund and such other information with respect to each
Fund as Agent may reasonably request.
8. Agent shall transmit to TA such information concerning the Plans and
participants in the Plans as TA shall reasonably request to perform its
duties under this Agreement and the TA Agreements and to enable Funds to
comply with applicable state Blue Sky laws, and all other laws and
regulations.