EXHIBIT (H) (IV) UNDER FORM N-1A
EXHIBIT 10 UNDER ITEM 601/REG. S-K
TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
EACH OF THE FEDERATED FUNDS LISTED ON EXHIBIT A HERETO
AND
STATE STREET BANK AND TRUST COMPANY
1885382 - TA - OMNIBUS
TABLE OF CONTENTS
Page
1. Definitions ...........................................................1
2. Terms of Appointment and Duties.........................................3
3. Fees and Expenses......................................................11
4. Representations and Warranties of the Transfer Agent...................12
5. Representations and Warranties of the Fund.............................12
6. Wire Transfer Operating Guidelines/Article 4A..........................13
7. Data Access and Proprietary Information................................14
8. Indemnification........................................................16
9. Standard of Care/Limitation of Liability...............................17
10. Fund Confidential Information..........................................18
11. Covenants of the Fund and the Transfer Agent...........................19
12. Termination of Agreement...............................................20
13. Assignment and Third Party Beneficiaries...............................22
14. Subcontractors.........................................................22
15. Miscellaneous..........................................................23
16. Additional Funds.......................................................24
17. Limitation of Liabilities of Trustees and Shareholders of the Fund.....24
EXHIBIT A Federated Funds
EXHIBIT B Uncertificated Securities Account Control Agreement
SCHEDULE A Federated Funds
SCHEDULE 2.1 Service Level Standards
SCHEDULE 2.2(f) AML Delegation
SCHEDULE 2.2(g) Checkwriting Services Support
SCHEDULE 2.2(h) Debit Card Services/ACH Transactions Support
SCHEDULE 2.4 Functional Matrix
SCHEDULE 3.1 Fees
SCHEDULE 3.2 Out-Of-Pocket Expenses
1
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 1st day of July, 2004 (the "Agreement"), by and
between each entity that has executed this agreement, as listed on the signature
pages hereto, each company having its principal place of business at ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, collectively, (the "Fund"),
and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having
its principal office and place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ (the "Transfer Agent"). This Agreement shall be considered a separate
agreement between the Transfer Agent and each Fund and references to "the Fund"
shall refer to each Fund separately. No Fund shall be liable for the
obligations of, nor entitled to the benefits of, any other Fund under this
agreement.
WHEREAS, the Fund is authorized to issue shares in separate series, with
each such series representing interests in a separate portfolio of securities
and other assets;
WHEREAS, the Fund offers shares in various series, such series shall be
named in the attached SCHEDULE A which may be amended by the parties from time
to time (each such series and all classes thereof, together with all other
series and all classes thereof subsequently established by the Fund and made
subject to this Agreement in accordance with SECTION 16, being herein referred
to as a "Portfolio", and collectively as the "Portfolios"); and
WHEREAS, the Fund, on behalf of the Portfolios, desires to appoint the
Transfer Agent as its transfer agent, dividend disbursing agent and agent in
connection with certain other activities, and the Transfer Agent desires to
accept such appointment.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. Definitions
"Affiliate" has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act.
"Agreement" shall have the meaning ascribed thereto in the preamble to
this Agreement.
"AML" shall have the meaning ascribed thereto in SECTION 2.2(F) hereof.
"AML Program" shall have the meaning ascribed thereto in SECTION 2.2(F)
hereof.
"Annual Report" shall have the meaning ascribed thereto in SECTION 2.5
hereof.
"Applicable Law" shall have the meaning ascribed thereto in SECTION 2.1
hereof.
"Bank" shall mean State Street Bank and Trust Company, acting in its
capacity as a bank only for purposes of SECTION 6.8 hereof.
"Board" shall have the meaning ascribed thereto in SECTION 2.1 hereof.
"Boston Financial" shall have the meaning ascribed thereto in SECTION
14.1 hereof.
"Chief Compliance Officer" shall have the meaning ascribed thereto in
SECTION 2.5 hereof.
"Custodian" shall have the meaning ascribed thereto in SECTION 2.1(A)(1)
hereof.
"Data Access Services" shall have the meaning ascribed thereto in SECTION
7.1 hereof.
"Deconversion" shall have the meaning ascribed thereto in SECTION 12.2
hereof.
"Delegated Duties" shall have the meaning ascribed thereto in SCHEDULE
2.2(F) hereto.
"Disclosure Documents" shall have the meaning ascribed thereto in SECTION
2.1(E)(4) hereof.
"Distribution Payment Date" shall have the meaning ascribed thereto in
SECTION 2.1(C)(1) hereof.
"Fee Schedule" shall have the meaning ascribed thereto in SECTION 3.1
hereof.
"Functional Matrix" shall have the meaning ascribed thereto in SECTION
2.4 hereof.
"Fund" and "Funds" shall have the meanings ascribed thereto in the
preamble to this Agreement.
"Fund Confidential Information" shall have the meaning ascribed thereto
in SECTION 10.1 hereof.
"Fund/SERV" shall have the meaning ascribed thereto in SECTION 2.2(C)
hereof.
"Good Purchase Orders" shall have the meaning ascribed thereto in SECTION
2.1(A)(1) hereof.
"Good Redemption Orders" shall have the meaning ascribed thereto in
SECTION 2.1(B)(1) hereof.
"Good Transfer/Exchange Orders" shall have the meaning ascribed thereto
in SECTION 2.1(B)(3) hereof.
"Initial Term" shall have the meaning ascribed thereto in SECTION 12.1
hereof.
"IRAs" shall have the meaning ascribed thereto in SECTION 2.3 hereof.
"NAV" shall mean the net asset value per share of a Fund.
"Networking" shall have the meaning ascribed thereto in SECTION 2.2(C)
hereof.
"Next Calculated NAV" shall mean the NAV next calculated by each Fund's
fund accountant after receipt by Transfer Agent (or any agent of the
Transfer Agent or Funds identified in the registration statement of such
Fund or in Proper Instructions (each, a "22c-1 Agent")) of a (i) Good
Purchase Order or (ii) Good Redemption Order, as applicable.
"NSCC" shall have the meaning ascribed thereto in SECTION 2.2(C) hereof.
"OFAC" shall have the meaning ascribed thereto in SCHEDULE 2.2(F) hereto.
"Oral Instruction" shall have the meaning ascribed thereto in SECTION 2.1
hereof.
"Policies" shall have meaning ascribed thereto in SECTION 2.5 hereof.
"Portfolio" shall have the meaning ascribed thereto in the preamble to
this Agreement.
"Prior Transfer Agent" shall have the meaning ascribed thereto in SECTION
2.4 hereof.
"Processing Guidelines" shall have the meaning ascribed thereto in
SECTION 2.1(A)(1) hereof
"Proper Instructions" shall have the meaning ascribed thereto in SECTION
2.1 hereof.
"Prospectus" shall have the meaning ascribed thereto in SECTION 2.1
hereof.
"Recordkeeping Agreement" shall have the meaning ascribed thereto in
SECTION 2.1(F)(4) hereof.
"Renewal Term" shall have the meaning ascribed thereto in SECTION 12.1
hereof.
"Retirement Accounts" shall have the meaning ascribed thereto in SECTION
2.3 hereof.
"SAR" shall have the meaning ascribed thereto in SCHEDULE 2.2(F) hereto.
"Security Procedure" shall have the meaning ascribed thereto in SECTION
6.1 hereof.
"Service Level Standards" shall have the meaning ascribed thereto in
SECTION 2.1 hereof.
"Shares" shall have the meaning ascribed thereto in SECTION 2.1 hereof.
"Shareholders" shall have the meaning ascribed thereto in SECTION 2.1
hereof.
"Super Sheet" shall have the meaning ascribed thereto in SECTION 2.2(B)
hereof.
"TA 2000 System" shall have the meaning ascribed thereto in SECTION
2.2(C) hereof.
"Term" shall have the meaning ascribed thereto in SECTION 12.1 hereof.
"TIN" shall have the meaning ascribed thereto in SCHEDULE 2.2(F) hereto.
"Transfer Agent" shall have the meaning ascribed thereto in the preamble
to this Agreement.
"Transfer Agent Proprietary Information" shall have the meaning ascribed
thereto in SECTION 7.1 hereof.
"USA PATRIOT Act" shall have the meaning ascribed thereto in SCHEDULE
2.2(F) hereto.
2. Terms of Appointment and Duties
2.1 Transfer Agency Services. Subject to the terms and conditions set forth
in this Agreement, the Fund, on behalf of its respective Portfolios,
hereby employs and appoints the Transfer Agent to act as, and the
Transfer Agent agrees to act as, its transfer agent for the Fund's
authorized and issued shares of its common stock or beneficial interest,
as applicable ("Shares"), dividend disbursing agent and agent in
connection with any accumulation, open-account or similar plan provided
to the shareholders of each of the respective Portfolios of the Fund
("Shareholders") and set out in the currently effective prospectus and
statement of additional information of the Fund, on behalf of the
Portfolio, as the same may be modified or amended from time to time and
provided by the Fund to the Transfer Agent ("Prospectus"), including
without limitation any periodic investment plan or periodic withdrawal
program and in connection therewith, to perform the following services in
accordance with (i) Proper Instructions, (ii) federal and state laws,
rules and regulations applicable to the performance of the services
enumerated in SECTIONS 2.1 THROUGH 2.6 AND SECTIONS 6.1 THROUGH 6.9
hereof (together with any incorporated Schedules and/or Exhibits) and/or
to which Transfer Agent is subject ("Applicable Law"), (iii) the terms of
the Prospectus of each Fund or Portfolio, as applicable, and (iv) the
service level standards set forth in SCHEDULE 2.1 attached hereto (the
"Service Level Standards"). When used in this Agreement, the term
"Proper Instructions" shall mean a writing signed or initialed by one or
more persons as shall have been authorized from time to time by the board
of directors/trustees of each Fund (the "Board") and with respect to
which a written confirmation of such authorization shall have been filed
with the Transfer Agent by the Fund. Each such writing shall set forth
the specific transaction or type of transaction involved. Oral
instructions ("Oral Instructions") will be deemed to be Proper
Instructions if (a) they otherwise comply with the definition thereof and
(b) the Transfer Agent reasonably believes them to have been given by a
person authorized to give such instructions with respect to the
transaction involved. The Fund shall promptly confirm all Oral
Instructions or cause such Oral Instructions given by a third party who
is authorized to give such Oral Instructions, to be promptly confirmed in
writing. Proper Instructions may include communications effected through
electro-mechanical or electronic devices. Proper Instructions, oral or
written, may only be amended or changed in writing, including without
limitation through electro-mechanical or electronic device.
A. Purchases
(1) The Transfer Agent shall receive orders and payment for the
purchase of Shares and, with respect to orders and payment which
are in good order ("Good Purchase Orders") according to the then
current processing guidelines of the Transfer Agent, as the same
may be changed from time to time upon provision of a revised
version thereof to the administrator of the Fund (the
"Processing Guidelines"), promptly deliver the payments received
therefor to the custodian of the relevant Fund (the
"Custodian"), for credit to the account of such Fund. The
Transfer Agent shall notify each Custodian, on a daily basis, of
the total amount of Good Purchase Orders received. Orders which
are not Good Purchase Orders will be promptly rejected by the
Transfer Agent, absent Proper Instructions to the contrary, and
the Shareholder or would-be Shareholder, as applicable, will be
promptly notified of such action.
(2) Subject to the deduction of any front-end sales charge,
where applicable, as the Transfer Agent is instructed in
accordance with the provisions of subsection 2.1(A)(3) hereof,
but based upon the Next Calculated NAV, the Transfer Agent shall
compute and issue the appropriate number of Shares of each Fund
and/or Class and credit such Shares to the appropriate
Shareholder accounts.
(3) The Transfer Agent shall deduct, and remit to the
appropriate party according to Proper Instructions, all
applicable sales charges according to (i) the Prospectus of the
Fund, (ii) the relevant information contained in any Good
Purchase Orders, and (iii) Proper Instructions, as applicable.
B. Redemptions, Transfers and Exchanges
(1) The Transfer Agent shall receive redemption requests and,
with respect to requests which are in good order according to
the Processing Guidelines ("Good Redemption Orders"), promptly
deliver the appropriate instructions therefor to the Custodian.
The Transfer Agent shall notify each Custodian, on a daily
basis, of the total amount of Good Redemption Orders received
and/or estimated, as the case may be. Redemption orders which
are not in good order, will be promptly rejected by the Transfer
Agent, absent Proper Instructions to the contrary, and the
Shareholder will be promptly notified of such action.
(2) Upon receipt of redemption proceeds from the Custodian with
respect to any Good Redemption Order, in an amount equal to the
product of the number of Shares to be redeemed times the Next
Calculated NAV, the Transfer Agent shall pay or cause to be paid
such redemption proceeds in the manner instructed by the
redeeming Shareholders.
(3) The Transfer Agent shall effect transfers and/or exchanges
of Shares from time to time as instructed by the registered
owners thereof, to the extent that such transfer and/or exchange
instructions are in good order according to the Processing
Guidelines ("Good Transfer/Exchange Orders"). All exchanges
shall be processed as a redemption from the Fund in which the
Shareholder is currently invested and a purchase of Shares in
the Fund into which the Shareholder wishes to exchange. All
instructions for transfer and/or exchange of Shares which are
not Good Transfer/Exchange Orders shall be promptly rejected by
the Transfer Agent, absent Proper Instructions to the contrary,
and the Shareholder will be promptly notified of such action.
(4) The Transfer Agent shall deduct from all redemption
proceeds, and remit to the appropriate party according to Proper
Instructions, any applicable redemption fees, contingent
deferred sales charges, and other appropriate fees according to
(i) the Prospectus of the Fund, (ii) the relevant information
contained in any Good Redemption Orders, and (iii) Proper
Instructions, as applicable.
C. Distributions
(1) Upon receipt by the Transfer Agent of Proper Instructions as
to any distributions declared in respect of Shares, the Transfer
Agent shall act as Dividend Disbursing Agent for the Funds and
shall either credit the amount of any such distribution to
Shareholders of record on the record date for such distribution,
or pay such distribution in cash to such Shareholders on the
payable date, pursuant to instructions from such Shareholders
and in accordance with the provisions of the Fund's governing
document and its Prospectus. Such credits or payments, as the
case may be, shall be made by the Transfer Agent on the date
established for same in the Proper Instructions (the
"Distribution Payment Date"). As the Dividend Disbursing Agent,
the Transfer Agent shall, on or before the Distribution Payment
Date, notify the Custodian of the estimated amount required to
pay any portion of said distribution which is payable in cash
and instruct the Custodian to make sufficient funds available to
pay such amounts. The Transfer Agent shall reconcile
instructions given to the Custodian against amounts received
from the Custodian, on a daily basis. If a Shareholder has not
elected to receive any such distribution in cash, the Transfer
Agent shall credit the Shareholder's account with a number of
Shares equal to the product of the aggregate dollar amount of
such distribution divided by the Next Calculated NAV for Shares,
determined as of the date set forth in the Proper Instructions;
and
(2) The Transfer Agent shall maintain records of account for
each Fund and Portfolio, and the classes thereof, and advise
each Fund, each Portfolio, and the classes thereof, and their
respective Shareholders as to the foregoing.
D. Recordkeeping
(1) The Transfer Agent shall record the issuance of Shares of
each Fund, and/or Class, and maintain a record of the total
number of Shares of the Fund and/or Class which are authorized,
based upon data provided to it by the Fund, and issued and
outstanding. The Transfer Agent shall also provide the Fund 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 Funds.
(2) The Transfer Agent shall establish and maintain records
relating to the services to be performed hereunder in the form
and manner as agreed to by the Funds including but not limited
to, for each Shareholder's account, the following:
(a) Relevant, required account ownership, including name,
address, date of birth and social security/tax
identification number (and whether such number has been
certified);
(b) Number of Shares owned of record;
(c) Historical information regarding the account,
including dividends paid and time, date and price for all
transactions;
(d) Any stop or restraining order placed against the
account;
(e) Information with respect to withholding in the case
of a foreign account or an account for which backup or
other withholding is required by the Internal Revenue Code;
(f) Any dividend reinvestment instructions, systematic
investment or withdrawal plan applications and
instructions, cash dividend payment address and any and all
correspondence relating to the current registration or
other effective instructions with respect to such account;
(g) Any information required in order for the Transfer
Agent to perform the calculations contemplated or required
by this Agreement; and
(h) Any such other records as are required to be
maintained under Applicable Law with respect to the
services to be provided by the Transfer Agent hereunder.
(3) The Transfer Agent shall preserve any such records that are
required to be maintained for the periods for which they are
required by Applicable Law to be maintained. The Transfer Agent
acknowledges that any and all such records are the property of
the Fund, and the Transfer Agent shall forthwith upon Proper
Instructions, turn over to the Fund or to the person designated
in the Proper Instructions, and cease to retain in the Transfer
Agent's files, records and documents created and maintained by
the Transfer Agent pursuant to this Agreement, which are no
longer needed by the Transfer Agent in performance of its
services or for its protection. If not so required to be turned
over, such records and documents will be retained by the
Transfer Agent for six years from the year of creation, during
the first two of which such documents will be in readily
accessible form and in a readily accessible location. At the
end of the six-year period, such records and documents will
either be turned over to the Fund or, absent contrary Proper
Instructions, destroyed in accordance with the then current
record-retention policy of the Transfer Agent.
E. Confirmations and Reports
(1) The Transfer Agent shall furnish the following information
to the Fund, or other party at the direction of the Fund
pursuant to Proper Instructions, upon request:
(a) A copy of the transaction register;
(b) Dividend and reinvestment blotters;
(c) Shareholder lists and statistical information;
(d) Information as to payments to third parties relating
to distribution agreements, allocations of sales
loads, redemption fees, or other transaction- or
sales-related payments;
(e) 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 Fund to the Transfer Agent; and
(f) Such other information as may be agreed upon from
time to time.
(2) The Transfer Agent shall prepare and timely file with the
United States Internal Revenue Service, and appropriate state
agencies, all required information reports as to dividends and
distributions paid to Shareholders. The Transfer Agent shall
prepare and timely mail to Shareholders, to the extent
required, all information and/or notices with respect to
dividends and distributions paid to such Shareholder, the sale
price of any Shares sold and such other information as shall be
necessary for the Shareholders to determine the amount of any
taxable gain or loss in respect of the sale of Shares.
(3) The Transfer Agent shall prepare and mail confirmation
statements and statements of account to Shareholders for all
purchases and redemptions of Shares and other confirmable
transactions in Shareholder accounts.
(4) The Transfer Agent shall provide to all Shareholders, such
prospectuses, semi-annual reports, annual reports, proxy
statements and, only as requested, statements of additional
information ("Disclosure Documents") as are provided to
Transfer Agent by the Funds, at the times and in the form
directed by the Funds from time to time. The Funds shall
provide the Transfer Agent with such quantities of the
Disclosure Documents as the Transfer Agent shall reasonably
request for purposes of permitting the Transfer Agent to
fulfill this obligation.
F. Other Rights and Duties
(1) To the extent required under the Functional Matrix, the
Transfer Agent shall answer correspondence from Shareholders
relating to their Share accounts and such other correspondence
as may from time to time be addressed to the Transfer Agent or
forwarded to the Transfer Agent for response by the
administrator or other service provider for the Fund.
(2) The Transfer Agent shall engage a subcontractor to
(a) prepare Shareholder meeting lists, mail proxy cards and
other material supplied to it by the Fund in connection with
shareholder meetings of each Fund; and (b) receive, examine and
tabulate returned proxies, and certify the vote of the
Shareholders.
(3) The Transfer Agent shall establish and maintain facilities
and procedures for (a) the safekeeping of check forms and
facsimile signature imprinting devices, if any; and (b) the
preparation or use, and for keeping account of, such
certificates, forms and devices.
(4) The Transfer Agent shall: (a) operationally support
transactions with the registered owners of omnibus accounts with
whom the Funds have an agreement for the provision of services
necessary for the recordkeeping or sub-accounting of share
positions held in underlying sub-accounts (each, a
"Recordkeeping Agreement"), by agreeing to perform, pursuant to
Proper Instructions, those obligations of the Funds under such
Recordkeeping Agreements as are set forth in the written
agreement between the Fund and the Recordkeeping Agent and (b)
enter into account control agreements, for, on behalf of, and in
the name of, the Funds for the purpose of perfecting the
security interest of a lender in Shares pledged as collateral by
a Shareholder under and pursuant to an Uncertificated Securities
Account Control Agreement in the form attached hereto as Exhibit
B, and to perform the obligations of the Issuer (as defined
therein) thereunder in accordance with the terms thereof. It is
expressly acknowledged and agreed, however, that to the extent
that any Recordkeeping Agreement contains terms or conditions
that are not contained in, or are materially different from, the
terms and conditions set forth in the form of Recordkeeeping
Agreement reviewed by the Transfer Agent as of the date hereof,
the Funds shall afford Transfer Agent a reasonable opportunity,
not to exceed one week, within which to review such modified
Recordkeeping Agreement and indicate any required changes.
(5) The Transfer Agent shall identify and process abandoned
accounts and uncashed checks for state escheat requirements on
an annual basis and report such actions to the Fund.
2.2 Additional Services. In addition to, and neither in lieu nor in
contravention of, the services set forth in SECTION 2.1, the Transfer
Agent shall perform the following services:
(a) Other Customary Services. Perform the customary services of a
transfer agent, dividend disbursing agent and, as relevant, agent in
connection with accumulation, open-account or similar plan (including
without limitation any periodic investment plan or periodic withdrawal
program);
(b) Control Book (also known as "Super Sheet"). Maintain a daily record
and produce a daily report for the Fund of all transactions and receipts
and disbursements of money and securities and deliver a copy of such
report for the Fund for each business day to the Fund no later than 9:00
AM Eastern Time, or such earlier time as the Fund may reasonably require,
on the next business day;
(c) National Securities Clearing Corporation (the "NSCC"). In
accordance with the rules and procedures of the NSCC in effect from time
to time during the Term, (i) accept and effectuate (A) the registration
and maintenance of accounts through the NSCC's services known as
networking ("Networking") and (B) the purchase, redemption, transfer and
exchange of shares in such accounts through the NSCC's services known as
Fund/SERV ("Fund/SERV"), (ii) accept and process instructions transmitted
to, and received by, the Transfer Agent by transmission from the NSCC on
behalf of broker dealers and banks which have been established by, or in
accordance with Proper Instructions, and instructions of persons
designated on the appropriate dealer file maintained by the Transfer
Agent as authorized by the Fund to give such instructions, (iii) issue
instructions to Fund's banks for the settlement of transactions between
the Fund and NSCC (acting on behalf of its broker-dealer and bank
participants); (iv) provide account and transaction information from the
affected Fund's records on DST Systems, Inc. computer system TA2000
("TA2000 System") in accordance with NSCC's Networking and Fund/SERV
rules for those broker-dealers; and (v) maintain Shareholder accounts on
TA2000 System through Networking;
(d) New Procedures. New procedures as to who shall provide certain of
these services in SECTION 2 may be established through an amendment to
this Agreement from time to time, such that the Transfer Agent may at
times perform some of these services and the Fund or its agent may
perform other of these services;
(e) Telephone Support Services. To the extent contemplated in the
Functional Matrix, provide telephone support services and, to the extent
agreed upon by the Transfer Agent and the Fund, provide additional
telephone support services under this Agreement; and
(f) Anti-Money Laundering ("AML") Delegation. Perform certain of the
Fund's obligations under the USA PATRIOT Act, including the obligation to
perform all duties under the Fund's duly-adopted Anti-Money Laundering
Program (the "AML Program"), on the terms stated in SCHEDULE 2.2(F)
attached hereto, as the same may be amended from time to time by mutual
written agreement of the parties.
(g) Checkwriting Services Support. Perform the services set forth on
SCHEDULE 2.2(G) hereto, as the same may be amended by mutual agreement of
the parties hereto from time to time, in connection with the checkwriting
privileges, if any, extended by the Fund.
(h) Debit Card Services Support. Perform the services set forth on
SCHEDULE 2.2(H) hereto, as the same may be amended by mutual agreement of
the parties hereto from time to time, in connection with the debit card
privileges, if any, extended by the Fund:
a.3 Retirement Accounts. With respect to certain retirement plans or
accounts (such as individual retirement accounts ("IRAs"), SIMPLE IRAs,
SEP IRAs, ▇▇▇▇ IRAs, Education IRAs, and 403(b) Plans (such accounts,
"Retirement Accounts"), the Transfer Agent, at the request and expense of
the Fund, shall arrange for the provision of appropriate prototype plans
as well as provide or arrange for the provision of various services to
such plans and/or accounts, which services may include custodial services
to be provided by State Street Bank and Trust Company, in its capacity as
a bank, account set-up maintenance, and disbursements as well as such
other services as the parties hereto shall mutually agree upon.
2.4 Specific Duties and Allocation Thereof. The Transfer Agent and Federated
Services Company, the prior transfer agent for the Fund (the "Prior
Transfer Agent") have reviewed the functions performed for the Fund by
the Prior Transfer Agent and have set forth on SCHEDULE 2.4 (as amended
from time to time, the "Functional Matrix") all of such functions which
after the date hereof the Transfer Agent shall perform for the Fund for
the fees set forth on SCHEDULE 3.1. Whether or not specifically
enumerated herein, the Transfer Agent shall, for the fees set forth in
the Fee Schedule, perform all of the functions specified in the
Functional Matrix. In the event of any conflict between the description
of said function contained in this SECTION 2 and the Functional Matrix,
the Functional Matrix shall control.
2.5 Periodic Review of Compliance Policies and Procedures. During the Term,
Transfer Agent shall periodically assess its compliance policies and
procedures (the "Policies"). Transfer Agent shall provide, (i) no less
frequently than annually, a copy of its Policies to the chief compliance
officer of the Fund (the "Chief Compliance Officer"), and/or any
individual designated by the Fund or such Chief Compliance Officer,
including but not limited to members of the internal compliance and audit
departments of Federated Investors, Inc., (ii) at such reasonable times
as he or she shall request, access by such Chief Compliance Officer to
such individuals as may be necessary for the Chief Compliance Officer to
conduct an annual review of the operation of such Policies for purposes
of making his or her annual report to the Board of the Fund (the "Annual
Report"), (iii) promptly upon enactment, notification of, and a copy of,
any material change in such Policies, and (iv) promptly upon request,
such other information as may be reasonably requested by such Chief
Compliance Officer for purposes of making such Annual Report.
2.6 Cooperation with Respect to Examinations and Audits. Transfer Agent
shall provide assistance to and cooperate with the Fund with respect to
any federal or state government-directed examinations and with the Fund's
internal or external auditors in connection with any Fund-directed
audits. For purposes of such examinations and audits, at the request of
the Fund, the Transfer Agent will use all reasonable efforts to make
available, during normal business hours of the Transfer Agent's
facilities, all records and Policies solely as they directly pertain to
the Transfer Agent's activities under or pursuant to this Agreement.
Such audits and examinations shall be conducted at the Fund's expense and
in a manner that will not interfere with the Transfer Agent's normal and
customary conduct of its business activities. To the extent practicable,
the Fund shall make every effort to (i) coordinate Fund-directed audits
so as to minimize the inconvenience to the Transfer Agent and (ii)
conduct Fund-directed audits of the Transfer Agent simultaneously. With
respect to Fund-directed audits, the Transfer Agent shall provide such
assistance in accordance with reasonable procedures and at reasonable
frequencies, and the Fund shall provide reasonable advance notice of not
less than forty-eight (48) hours to the Transfer Agent of such audits,
and to the extent possible, of such examinations. The Transfer Agent may
require any persons seeking access to its facilities to provide
reasonable evidence of their authority. With respect to Fund-directed
audits, the Transfer Agent may require such persons to execute a
confidentiality agreement before granting access. On an annual basis,
the Transfer Agent will provide the Fund with copies of its SAS 70
report.
3. Fees and Expenses
a.1Fee Schedule. For the performance by the Transfer Agent of its
obligations pursuant to this Agreement, the Fund agrees to pay the
Transfer Agent an annual maintenance fee for each Shareholder account
as set forth in the attached fee schedule ("Schedule 3.1")(the "Fee
Schedule"). Such fees and out-of-pocket expenses and advances
identified under SECTION 3.2 below may be changed from time to time
subject to mutual written agreement between the Fund and the Transfer
Agent.
a.2Out-of-Pocket Expenses. In addition to the fee paid under SECTION 3.1
above, the Fund agrees to reimburse the Transfer Agent for the out-of-
pocket expenses listed on SCHEDULE 3.2 hereof ("Schedule 3.2"). Such
out-of-pocket expenses, and the accrual, calculation and conformity of
same to SCHEDULE 3.2 shall be subject to audit from time to time by
the treasurer of the Fund. In addition, any other expenses incurred
by the Transfer Agent at the request or with the prior consent of the
Fund will be reimbursed by the Fund.
a.3Postage. Postage for mailing of dividends, proxies, Fund reports and
other mailings to all shareholder accounts shall be forwarded to the
Transfer Agent by the Fund on the date of the scheduled mailing of
such materials
a.4Invoices. The Fund agrees to pay all fees and reimbursable expenses
within thirty (30) days following the receipt of the respective
billing notice, except for that portion of any fees or expenses which
are subject to good faith dispute. In the event of such a dispute,
the Fund may only withhold that portion of the fee or expense subject
to the good faith dispute. The Fund shall notify the Transfer Agent
in writing within twenty-one (21) calendar days following the receipt
of each billing notice if the Fund is disputing any amounts in good
faith. The Fund shall pay such disputed amounts within fifteen (15)
days of the day on which the parties agree on the amount to be paid.
If no agreement is reached, then such disputed amounts shall be
settled as may be required by law or legal process.
a.5Cost of Living Adjustment. During the first three (3) years of the
Initial Term, the fees hereunder shall not be changed absent a written
agreement of the parties. Following the third anniversary of the date
hereof, and during any Renewal Term hereof unless the parties shall
otherwise agree pursuant to Section 12.1 hereof, provided that the
service mix and volumes remain consistent with the service mix and
volumes during the Initial Term, the total fee for all services shall
equal the fee that would be charged for the same services based on a
fee rate (as reflected in a Fee Schedule) increased by the percentage
increase for the twelve-month period of such previous calendar year of
the CPI-W (defined below) or, in the event that publication of such
index is terminated, any successor or substitute index. As used
herein, "CPI-W" shall mean the Consumer Price Index for Urban Wage
Earners and Clerical Workers (Area: Boston-Brockton-Nashua, MA-NH-ME-
CT; Base Period: 1982-84=100), as published by the United States
Department of Labor, Bureau of Labor Statistics.
a.6Late Payments. If any undisputed amount in an invoice of the Transfer
Agent (for fees or reimbursable expenses) is not paid when due, the
Fund shall pay the Transfer Agent interest thereon (from the due date
to the date of payment) at a per annum rate equal to one percent
(1.0%) plus the Prime Rate (that is, the base rate on corporate loans
posted by large domestic banks) published by The Wall Street Journal
(or, in the event such rate is not so published, a reasonably
equivalent published rate selected by the Transfer Agent) on the first
day of publication during the month when such amount was due.
Notwithstanding any other provision hereof, such interest rate shall
be no greater than permitted under applicable provisions of
Massachusetts law.
4. Representations and Warranties of the Transfer Agent
The Transfer Agent represents and warrants to the Fund that:
4.1 It is a corporation duly organized and existing and in good standing
under the laws of The Commonwealth of Massachusetts.
4.2 It is duly qualified to carry on its business in The Commonwealth of
Massachusetts.
4.3 It is empowered under applicable laws and by its Articles of
Organization and By-Laws to enter into and perform this Agreement.
a.4 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
4.5 It is in compliance with federal securities law requirements in all
material respects with respect to its business, including but not
limited to Applicable Law, and is in good standing as a registered
transfer agent.
4.6 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
5. Representations and Warranties of the Fund
Each Fund represents and warrants to the Transfer Agent that:
a.1 It is an entity duly organized and existing and in good standing under
the laws of the applicable State in which it was organized.
a.2 It is empowered under applicable laws and by organizational documents to
enter into and perform this Agreement.
a.3 All corporate proceedings required by its organizational documents have
been taken to authorize it to enter into and perform this Agreement.
a.4 It is an open-end management investment company registered under the
Investment Company Act of 1940, as amended.
a.5 It is in compliance with federal securities law requirements in all
material respects with respect to its business.
a.6 A registration statement under the Securities Act of 1933, as amended is
currently effective and will remain effective, and appropriate state
securities law filings have been made and will continue to be made, with
respect to all Shares of the Fund being offered for sale.
6. Wire Transfer Operating Guidelines/Article 4A of the Uniform Commercial
Code
a.1 Obligation of Sender. The Transfer Agent is authorized to promptly debit
the appropriate Fund account(s) upon the receipt of a Good Redemption
Order in compliance with the selected security procedure (the "Security
Procedure") chosen by the Fund for funds transfer and in the amount of
money that the Transfer Agent has been instructed to transfer. The
Transfer Agent shall execute such payment orders in compliance with the
Security Procedure and with the Proper Instructions on the execution date
provided that such payment order is received by the customary deadline
for processing such a request, unless the payment order specifies a later
time. All payment orders and communications received after the customary
deadline will be deemed to have been received the next business day.
a.2 Security Procedure. The Fund acknowledges that the Security Procedure it
has designated on the Fund Selection Form was selected by the Fund from
security procedures offered by the Transfer Agent. The Fund shall
restrict access to confidential information relating to the Security
Procedure to authorized persons as communicated to the Transfer Agent in
writing. The Fund must notify the Transfer Agent immediately if it has
reason to believe unauthorized persons may have obtained access to such
information or of any change in the Fund's authorized personnel. The
Transfer Agent shall verify the authenticity of all Proper Instructions
according to the Security Procedure.
a.3 Account Numbers. The Transfer Agent shall process all payment orders on
the basis of the account number contained in the payment order. In the
event of a discrepancy between any name indicated on the payment order
and the account number, the account number shall take precedence and
govern.
a.4 Rejection. The Transfer Agent reserves the right to (a) decline to
process or delay the processing of a payment order which is in excess of
the collected balance in the account to be charged at the time of the
Transfer Agent's receipt of such payment order; or (b)(i) require Proper
Instructions with respect to any payment order or, (ii) failing the
provision of such Proper Instructions, decline to process or delay the
processing of a payment order, if the Transfer Agent, in good faith, is
unable to satisfy itself that the transaction has been properly
authorized; (c) decline to process or delay the processing of a payment
order if initiating such payment order would, due to restrictions imposed
by the Federal Reserve Board, cause the Transfer Agent, in the Transfer
Agent's sole judgment, to exceed any volume, aggregate dollar, network,
time, credit or similar limits which are applicable to the Transfer
Agent; or (d) decline to process or delay the processing of a payment
order if the Transfer Agent, in good faith, is unable to satisfy itself
that the transaction has been properly authorized.
a.5 Cancellation or Amendment. The Transfer Agent shall use reasonable
efforts to act on all Proper Instructions to cancel or amend payment
orders received in compliance with the Security Procedure provided that
such requests are received in a timely manner affording the Transfer
Agent reasonable opportunity to act. However, the Transfer Agent assumes
no liability if the request for amendment or cancellation cannot be
satisfied.
a.6 Errors. The Transfer Agent shall assume no responsibility for failure to
detect any erroneous payment order provided that the Transfer Agent
complies with the payment order instructions as received and the Transfer
Agent complies with the Security Procedure. The Security Procedure is
established for the purpose of authenticating payment orders only and not
for the detection of errors in payment orders.
a.7 Interest. The Transfer Agent shall assume no responsibility for lost
interest with respect to the refundable amount of any unauthorized
payment order, unless the Transfer Agent is notified of the unauthorized
payment order within thirty (30) days of notification by the Transfer
Agent of the acceptance of such payment order.
a.8 ACH Credit Entries/ Provisional Payments. When the Fund initiates or
receives Automated Clearing House credit and debit entries pursuant to
the rules of the National Automated Clearing House Association and the
New England Clearing House Association, the Bank will act as an
Originating Depository Financial Institution and/or Receiving Depository
Financial Institution, as the case may be, with respect to such entries.
Credits given by the Transfer Agent with respect to an ACH credit entry
are provisional until the Transfer Agent receives final settlement for
such entry from the Federal Reserve Bank. If the Transfer Agent does not
receive such final settlement, the Fund agrees that the Transfer Agent
shall receive a refund of the amount credited to the Fund in connection
with such entry, and the party making payment to the Fund via such entry
shall not be deemed to have paid the amount of the entry.
a.9 Confirmation. Confirmation of Transfer Agent's execution of payment
orders shall ordinarily be provided to the Fund within twenty four (24)
hours and may be delivered through the Transfer Agent's proprietary
information systems, or by facsimile or call-back. Fund must report any
objections to the execution of an order within thirty (30) days.
7. Data Access and Proprietary Information
7.1 The Fund acknowledges that the databases, computer programs, screen
formats, report formats, interactive design techniques, and documentation
manuals furnished to the Fund by the Transfer Agent as part of the Fund's
ability to access certain Fund Confidential Information (defined in
SECTION 10 below) maintained by the Transfer Agent on databases under the
control and ownership of the Transfer Agent or other third party ("Data
Access Services") constitute copyrighted, trade secret, or other
proprietary information of substantial value to the Transfer Agent or
other third party (collectively, "Transfer Agent Proprietary
Information"). In no event shall Transfer Agent Proprietary Information
be deemed Fund Confidential Information. The Fund agrees to treat all
Transfer Agent Proprietary Information as proprietary to the Transfer
Agent and further agrees that it shall not divulge any Transfer Agent
Proprietary Information to any person or organization except as may be
provided hereunder. Without limiting the foregoing, the Fund agrees for
itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund's computers
or on computers of Federated Services Company or its Affiliates, or (ii)
solely from equipment at the location agreed to between the Fund and the
Transfer Agent and (iii) solely in accordance with the Transfer Agent's
applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the
normal course of performing processing on the Fund's computer(s)), the
Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the
Transfer Agent Proprietary Information, and if such access is
inadvertently obtained, to inform Transfer Agent in a timely manner of
such fact and dispose of such information in accordance with the Transfer
Agent's instructions;
(d) Refrain from causing or allowing information transmitted from the
Transfer Agent's computer to the Fund's terminal to be retransmitted to
any other computer terminal or other device except as expressly permitted
by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions
as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to
protect at the Transfer Agent's expense the rights of the Transfer Agent
in the Transfer Agent Proprietary Information at common law, under
federal copyright law and under other federal or state law.
7.2 Transfer Agent Proprietary Information shall not include all or any
portion of any of the foregoing items that: (i) is or subsequently
becomes publicly available without breach by the Fund, its employees,
agents or subcontractors of any obligation owed to the Transfer Agent
under this Agreement; (ii) is released for general disclosure by a
written release by the Transfer Agent; (iii) is Fund Confidential
Information, (iv) becomes known to the Fund from a source other than the
Transfer Agent other than by the breach of an obligation of
confidentiality owed to the Transfer Agent by such third party; or (v) is
independently developed by the Fund without reference to information
provided by the Transfer Agent. With respect to exceptions (iv) and (v),
the burden shall be on the Fund to demonstrate, through appropriate
documentation, the applicability of such exception.
a.3 The Fund acknowledges that its obligation to protect the Transfer Agent
Proprietary Information is essential to the business interest of the
Transfer Agent and that the disclosure of such information in breach of
this Agreement may cause the Transfer Agent immediate, substantial and
irreparable harm, the value of which would be difficult to determine.
Accordingly, the parties agree that, in addition to any other remedies
that may be available in law, equity, or otherwise for the disclosure or
use of the Transfer Agent Proprietary Information in breach of this
Agreement, the Transfer Agent shall be entitled to seek and obtain a
temporary restraining order, injunctive relief, or other equitable relief
against the continuance of such breach.
a.4 The Fund shall take reasonable efforts to advise its employees of their
obligations pursuant to this SECTION 7. The obligations of this Section
shall survive any earlier termination of this Agreement.
7.5 If the Fund notifies the Transfer Agent that any of the Data Access
Services do not operate in material compliance with the most recently
issued user documentation for such services, the Transfer Agent shall use
its best efforts in a timely manner to correct such failure.
Organizations from which the Transfer Agent may obtain certain data
included in the Data Access Services are solely responsible for the
contents of such data and the Fund agrees to make no claim against the
Transfer Agent arising out of the contents of such third-party data,
including, but not limited to, the accuracy thereof; provided, however,
that the Fund shall be entitled to insist that the Transfer Agent, and
the Transfer Agent for the benefit of the Funds shall, enforce any and
all rights under applicable contracts for the Data Access Services.
SUBJECT TO THE FOREGOING OBLIGATIONS OF THE TRANSFER AGENT, DATA ACCESS
SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN
CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS.
EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE CONTRARY, THE TRANSFER AGENT
EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
7.6 If the transactions available to the Fund include the ability to
originate Proper Instructions through electronic instructions to the
Transfer Agent in order to: (i) effect the transfer or movement of cash
or Shares; or (ii) transmit Shareholder information or other information,
then in such event the Transfer Agent shall be entitled to rely on the
validity and authenticity of such Proper Instructions without undertaking
any further inquiry as long as such Proper Instruction is undertaken in
conformity with Security Procedures.
7.7 SECTION 7.1 shall not restrict any disclosure required to be made by
Applicable Law, except that (i) in case of any requests or demands for
the inspection of Transfer Agent Proprietary Information that arise from
persons other than authorized officers of the Transfer Agent, the Fund
will promptly notify the Transfer Agent and secure instructions from an
authorized officer of the Transfer Agent as to such inspection and (ii)
the Fund shall promptly notify an authorized officer of the Transfer
Agent in writing of any and all legal actions received by or served on
the Fund with respect to the Transfer Agent, and shall use its best
efforts to promptly notify the Transfer Agent of all contacts and/or
correspondence received by the Fund from any regulatory department or
agency or other governmental authority purporting to regulate the
Transfer Agent and not the Fund, regarding the Fund's duties and
activities performed in connection with this Agreement, and will
cooperate with the Transfer Agent in responding to such legal actions,
contacts and/or correspondence. Notwithstanding the restrictions on
Transfer Agent Proprietary Information described herein, when required by
law, court order or regulatory authority, the Fund will disclose such
Transfer Agent Proprietary Information as it deems reasonable and
appropriate when required to do so by law, court order or regulatory
authority. The Fund and the Transfer Agent will agree on reasonable
procedures regarding such required disclosure and the Fund will make
every reasonable effort to notify the Transfer Agent of requests for such
information by the Securities and Exchange Commission or any other
federal or State securities regulatory agencies prior to the release of
such records.
8. Indemnification
8.1 The Transfer Agent shall not be responsible for, and the Fund shall
indemnify, defend and hold the Transfer Agent harmless from and against,
any and all losses, damages, costs, charges, counsel fees, payments,
expenses and liability arising out of or attributable to:
(a) All actions of the Transfer Agent or its agents or subcontractors
required to be taken pursuant to this Agreement (including the defense of
any lawsuit in which the Transfer Agent or affiliate is a named party),
provided that such actions are taken in good faith and without negligence
or willful misconduct;
(b) The Fund's lack of good faith, negligence or willful misconduct;
(c) The reliance upon, and any subsequent use of or action taken or
omitted, by the Transfer Agent, or its agents or subcontractors on: (i)
any information, records, documents, data, stock certificates or
services, which are received by the Transfer Agent or its agents or
subcontractors by machine readable input, facsimile, CRT data entry,
electronic instructions or other similar means authorized by the Fund,
and which have been prepared, maintained or performed by the Fund or any
other person or firm on behalf of the Fund including but not limited to
any broker-dealer, TPA or previous transfer agent; (ii) any instructions
or requests of the Fund or any of its officers; (iii) any written
instructions or opinions of the Fund's legal counsel with respect to any
matter arising in connection with the services to be performed by the
Transfer Agent under this Agreement which are provided to the Transfer
Agent by the Fund after consultation by the Fund with such legal counsel
and which expressly allow the Transfer Agent to rely up such instructions
or opinions; or (iv) any paper or document, reasonably believed to be
genuine, authentic, or signed by the proper person or persons;
(d) The offer or sale of Shares in violation of federal or state
securities laws or regulations requiring that such Shares be registered
or in violation of any stop order or other determination or ruling by any
federal or any state agency with respect to the offer or sale of such
Shares;
(e) The negotiation and processing of any checks including without
limitation for deposit into the Fund's demand deposit account maintained
by the Transfer Agent; or
(f) Upon the Fund's request entering into any agreements required by the
NSCC for the transmission of Fund or Shareholder data through the NSCC
clearing systems.
8.2 The Transfer Agent shall, subject to the provisions of SECTION 9 below,
indemnify and hold the Fund harmless from and against any and all
losses, damages, costs, charges, counsel fees, payments, expenses and
liability arising out of or attributable to any claim that any aspect of
the services or systems provided under, and used within the scope of,
this Agreement infringes any U.S. patent, copyright, trade secret or
other intellectual property rights. With respect to any such claims,
the Transfer Agent may, in its sole discretion, either (i) procure for
the Fund a right to continue to use such service or system, (ii) replace
or modify the service or system so as to be non-infringing without
materially affecting the functions of the service or system, or (iii)
if, in the Transfer Agent's reasonable discretion, the actions described
in (i) and (ii) are not capable of being accomplished on commercially
reasonable terms, terminate this Agreement with respect to the affected
service or system. Notwithstanding the foregoing, the Transfer Agent
shall have no liability or obligation of indemnity for any claim which
is based upon a modification of a service or system by anyone other than
the Transfer Agent, use of such service or system other than in
accordance with the terms of this Agreement, or use of such service or
system in combination with other software or hardware not provided by
the Transfer Agent if infringement could have been avoided by not using
the service or system in combination with such other software or
hardware.
8.3 In order that the indemnification provisions contained in this SECTION 8
shall apply, upon the assertion of a claim for which the Fund may be
required to indemnify the Transfer Agent, the Transfer Agent shall
promptly notify the Fund of such assertion, and shall keep the Fund
advised with respect to all developments concerning such claim. The Fund
shall have the option to participate with the Transfer Agent in the
defense of such claim or to defend against said claim in its own name or
in the name of the Transfer Agent. The Transfer Agent shall in no case
confess any claim or make any compromise in any case in which the Fund
may be required to indemnify the Transfer Agent unless the Fund provides
its consent or the Transfer Agent waives its right to the indemnity.
9. Standard of Care/Limitation of Liability
9.1 The Transfer Agent shall at all times act in good faith and agrees to use
its best efforts within reasonable limits to ensure the accuracy of all
services performed under this Agreement, but assumes no responsibility
and shall not be liable for loss or damage due to errors, including
encoding and payment processing errors, unless said errors are caused by
its negligence, bad faith, or willful misconduct or that of its employees
or agents. The parties agree that any encoding or payment processing
errors shall be governed by this standard of care and Section 4-209 of
the Uniform Commercial Code is superseded by SECTION 9 of this Agreement.
The Transfer Agent shall provide the Fund, at such times as the Fund may
reasonably require, copies of publicly available reports rendered by
independent public accountants on the internal controls and procedures of
the Transfer Agent relating to the Services provided by the Transfer
Agent under this Agreement.
9.2 The liability of the Transfer Agent hereunder shall be subject to the
limits, if any, set forth on SCHEDULE 3.1 attached hereto, as the same
may be amended from time to time by mutual written agreement of the
parties.
9.3 Notwithstanding anything to the contrary contained herein, the omission
of an express indemnity in favor of the Fund, as to all matters other
than intellectual property infringement, shall in no way be construed so
as to limit the legal rights, remedies and/or recourse of the Fund
against the Transfer Agent, and the Fund does hereby reserve any and all
such rights, remedies and recourse, with respect to any breach by the
Transfer Agent of any provision of this Agreement.
10. Fund Confidential Information
10.1 All Fund Confidential Information (defined below) shall be deemed to be
proprietary and the Transfer Agent shall hold all such information
confidential and in strict confidence and shall not disclose it to any
third party, except to the extent necessary to perform the Services
hereunder and then only pursuant to an independent obligation of such
third party to maintain the confidentiality of such information on
substantially the same terms as set forth herein, unless Proper
Instructions to make such disclosure have been given by the Fund. "Fund
Confidential Information" shall mean any information obtained by or on
behalf of the Transfer Agent from, or disclosed to the Transfer Agent or
its representatives by, the Fund or any shareholder of the Fund, or
created by the Fund that relates to the Fund's past, present or future
activities, whether any of such information is in oral or printed form or
on any computer disks, computer tapes, or other electronic or magnetic
formats, including, without limitation, (i) non-public personal
information, financial statements and financial data concerning
shareowners, (ii) investments and transactions of and by shareowners,
(iii) shareowner related information, (iv) any communications with
shareowners (including, without limitation, tape recorded conversations)
in connection with the provision of the services or which results from
the provision of the services and (v) any and all Fund-related policies
and procedures, including but not limited to monitoring techniques,
related to the discouragement of frequent trading and other undesirable
practices. Under no circumstances shall the Transfer Agent's Proprietary
Information be deemed to be Fund Confidential Information.
10.2 Fund Confidential Information shall not include all or any portion of any
of the foregoing items that: (i) is Transfer Agent Proprietary
Information, or (ii) is independently developed by the Transfer Agent
without reference to information provided by the Fund. With respect to
exception (ii), the burden shall be on the Transfer Agent to demonstrate,
through appropriate documentation, the applicability of such exception.
10.3 SECTION 10.1 shall not restrict any disclosure required to be made by
Applicable Law, except that (i) in case of any requests or demands for
the inspection of Fund Confidential Information that arise from persons
other than authorized officers of the Fund, the Transfer Agent will
(other than standard requests (i.e. divorce and criminal actions)
pursuant to subpoenas of state or federal government authorities)
promptly notify the Fund and secure instructions from an authorized
officer of the Fund as to such inspection and (ii) the Transfer Agent
shall promptly notify an authorized officer of the Fund in writing of any
and all legal actions received by or served on the Transfer Agent with
respect to the Fund, and shall use its best efforts to promptly notify
the Fund of all contacts and/or correspondence received by the Transfer
Agent from any regulatory department or agency or other governmental
authority purporting to regulate the Fund and not the Transfer Agent,
regarding the Transfer Agent's duties and activities performed in
connection with this Agreement, and will cooperate with the Fund in
responding to such legal actions, contacts and/or correspondence.
Notwithstanding the restrictions on Fund Confidential Information
described herein, when required by law, court order or regulatory
authority, the Transfer Agent will disclose such Fund Confidential
Information as it deems reasonable and appropriate when required to do so
by law, court order or regulatory authority. The Fund and the Transfer
Agent will agree on reasonable procedures regarding such required
disclosure and the Transfer Agent will make every reasonable effort to
notify the Fund of requests for such information by the Securities and
Exchange Commission or any other federal or State regulatory agencies
prior to the release of such records.
10.4 The Transfer Agent shall maintain reasonable safeguards for maintaining
in confidence any and all Fund Confidential Information. The Transfer
Agent shall not, at any time, use any such Fund Confidential Information
for any purpose other than as specifically authorized by this Agreement,
or in writing by the Fund.
10.5 Upon termination of this Agreement, or as otherwise requested by the
Fund, all Fund Confidential Information held by, or on behalf of, the
Transfer Agent shall, at the expense of the affected Fund, be promptly
returned to the Fund, or an authorized officer of the Transfer Agent will
certify to the Fund in writing that all such information has been
destroyed. SECTIONS 3.2, 3.4 and 3.6 of this Agreement shall survive any
termination of this Agreement for so long as any such expenses referenced
in this SECTION 10.5 remains outstanding.
a.6 The Transfer Agent acknowledges that its obligation to protect the Fund's
Confidential Information is essential to the business interest of the
Fund and that the disclosure of such information in breach of this
Agreement may cause the Fund immediate, substantial and irreparable harm,
the value of which would be difficult to determine. Accordingly, the
parties agree that, in addition to any other remedies that may be
available in law, equity, or otherwise for the disclosure or use of the
Fund Confidential Information in breach of this Agreement, the Fund shall
be entitled to seek and obtain a temporary restraining order, injunctive
relief, or other equitable relief against the continuance of such breach.
11. Covenants of the Fund and the Transfer Agent
11.1 The Fund shall promptly furnish to the Transfer Agent the following:
(a) A certified copy of the resolution of the Board of the Fund
authorizing the appointment of the Transfer Agent and the execution and
delivery of this Agreement;
(b)A copy of the organizational documents of the Fund and all material
amendments thereto; and
(c)Copies of or access to properties, personnel, books and records,
(including tax records), contracts, and documents necessary for the
Transfer Agent to perform its duties hereunder.
11.2 The Transfer Agent hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund 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.
a.3 The Transfer Agent shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable. To
the extent required by Section 31 of the Investment Company Act of 1940,
as amended, and the Rules thereunder, the Transfer Agent agrees that all
such records prepared or maintained by the Transfer Agent relating to the
services to be performed by the Transfer Agent hereunder are the property
of the Fund and will be preserved, maintained and made available in
accordance with such Section and Rules, and will be surrendered promptly
to the Fund on and in accordance with its request.
11.4 The Transfer Agent maintains, and covenants that during the Term hereof
it shall continue to maintain, fidelity bond coverage concerning larceny
and embezzlement and an insurance policy with respect to directors and
officers errors and omissions coverage in such amounts, and with such
carriers, as are reasonably acceptable to the Fund in light of the
Transfer Agent's duties and responsibilities hereunder. Upon the request
of the Funds, the Transfer Agent shall provide evidence that such
coverage is in place. The Transfer Agent shall, promptly upon the
receipt of any such notice by any applicable carrier, notify the Fund
should its insurance coverage with respect to professional liability or
errors and omissions coverage be canceled. Such notification shall
include the date of cancellation and the reasons therefor.
a.5Notwithstanding anything to the contrary contained in SECTION 15.3, the
Transfer Agent shall maintain at a location other than its normal
location appropriate redundant facilities for operational back up in the
event of a power failure, disaster or other interruption. The Transfer
Agent shall continuously back up Fund records, and shall store the back
up in a secure manner at a location other than its normal location, so
that, in the event of a power failure, disaster or other interruption at
such normal location, the Fund records, will be maintained intact and
will enable the Transfer Agent to perform under this Agreement. The
Transfer Agent will maintain a comprehensive business continuity plan and
will provide an executive summary of such plan upon reasonable request of
the Fund. The Transfer Agent will test the adequacy of its business
continuity plan at least annually and upon request, the Fund may
participate in such test. Following such test, upon request by the Fund,
the Transfer Agent will provide the Fund with a letter assessing the most
recent business continuity test results. In the event of a business
disruption that materially impacts the Transfer Agent's provision of
services under this Agreement, the Transfer Agent will notify the Fund of
the disruption and the steps being implemented under the business
continuity plan.
a.6The Transfer Agent shall provide the Fund, at such times as the Fund may
reasonably require, (i) copies of publicly available reports rendered by
independent public accountants on the internal controls and procedures of
the Transfer Agent relating to the Services provided by the Transfer
Agent under this Agreement, (ii) access to the procedures used to perform
the testing described in such reports and (iii) access to the audit teams
preparing any such reports or performing any such testing.
12. Termination of Agreement
a.1 Term. The initial term of this Agreement shall be five (5) years from
the date first stated above (the "Initial Term") unless terminated
pursuant to the provisions of this SECTION 12. Unless a party gives
written notice to the other party ninety (90) days before the expiration
of the Initial Term or any Renewal Term, this Agreement will renew
automatically from year to year (each such year-to-year renewal term a
"Renewal Term"; collectively, the Initial Term and any Renewal Term shall
hereafter be referred to as the "Term"). One-hundred twenty (120) days
before the expiration of the Initial Term or a Renewal Term the parties
to this Agreement will agree upon a Fee Schedule for the upcoming Renewal
Term. Otherwise, the fees shall be increased pursuant to SECTION 3.5 of
this Agreement. Notwithstanding the termination or non-renewal of this
Agreement, the terms and conditions of this Agreement shall continue to
apply until the completion of Deconversion (defined below).
12.2 Deconversion. In the event that this Agreement is terminated or not
renewed, the Transfer Agent agrees that, in order to provide for
uninterrupted service to the Fund, the Transfer Agent shall, at the
Fund's request, offer reasonable assistance to the Fund in converting,
within a reasonable time frame agreed to by the parties, the Fund's
records from the Transfer Agent's systems to whatever services or systems
are designated by the Fund (the "Deconversion") (subject to the
recompense of the Transfer Agent for such assistance at their standard
rates and fees in effect at the time). As used herein "reasonable
assistance" and "transitional assistance" shall not include requiring the
Transfer Agent (i) to assist any new service or system provider to
modify, to alter, to enhance, or to improve such provider's system, or to
provide any new functionality to such provider's system, (ii) to disclose
any protected information of the Transfer Agent, except to the extent
necessary to effectuate such Deconversion and then, only pursuant to a
written confidentiality agreement executed between the Transfer Agent and
the new service provider, or (iii) to develop Deconversion software, to
modify any of the Transfer Agent's software, or to otherwise alter the
format of the data as maintained on any provider's systems.
12.3 Early Termination. Notwithstanding anything contained in this Agreement
to the contrary, should the Fund desire to move any of its services
provided by the Transfer Agent hereunder to a successor service provider
prior to the expiration of the Initial Term or then current Renewal Term,
the Transfer Agent shall make a good faith effort to facilitate the
conversion on such prior date; provided, however that, except for a
transfer following a termination pursuant to SECTIONS 12.6 OR 12.7, there
can be no guarantee or assurance that the Transfer Agent will be able to
facilitate a conversion of services on such prior date. In connection
with the foregoing, should services be converted to a successor service
provider, other than following a termination pursuant to SECTIONS 12.6 OR
12.7, or if the Fund's assets are merged or purchased or the like with or
by another entity which does not utilize the services of the Transfer
Agent, then the Fund will pay to the Transfer Agent an amount equal to
twelve (12) months of the Transfer Agent's fees immediately preceding the
receipt of the termination notice, plus, during the Initial Term only,
the dollar amount of the Transfer Agent's start up costs for the initial
conversion and implementation of the Fund, which amount shall be reduced
by 1/60 during each month of the Initial Term during which this Agreement
is in effect. The payment of one-half of all fees owing to the Transfer
Agent under this SECTION 12.3 shall be paid on or before the business day
immediately prior to the conversion or termination of services, with the
balance being due immediately upon conversion.
12.4 Confidential Information. Upon termination of this Agreement, each party
shall return to the other party all copies of confidential or proprietary
materials or information received from such other party hereunder, other
than materials or information required to be retained by such party under
Applicable Law.
12.5 Unpaid Invoices. The Transfer Agent may terminate this Agreement thirty
(30) days after notice to the Fund and its administrator that an invoice
has remained outstanding for more than sixty (60) days, except with
respect to any amount subject to a good faith dispute within the meaning
of SECTION 3.4 of this Agreement.
12.6 Bankruptcy. This Agreement shall terminate, (a) by notice by the
notifying party in the event that the other party ceases to carry on its
business or (b) immediately, without further action by a party, in the
event that an action is commenced by or against the other party under
Title 11 of the United States Code or a receiver, conservator or similar
officer is appointed for the other party and such suit, conservatorship
or receivership is not discharged within thirty (30) days.
12.7 Cause. If either of the parties hereto is in default in the performance
of its duties or obligations hereunder, and such default has a material
effect on the other party, then the non-defaulting party may give notice
to the defaulting party specifying the nature of the default in
sufficient detail to permit the defaulting party to identify and cure
such default. If the defaulting party fails to cure such default within
thirty (30) days of receipt of such notice, or within such longer period
of time as the parties may agree is necessary for such cure, then the
non-defaulting party may terminate this Agreement upon notice of not less
than five (5) days to the defaulting party.
13. Assignment and Third Party Beneficiaries
13.1 Except as provided in SECTION 14.1 below, neither this Agreement nor any
rights or obligations hereunder may be assigned or subcontracted by
either party without the written consent of the other party. Any attempt
to do so in violation of this Section shall be void. Unless specifically
stated to the contrary in any written consent to an assignment, no
assignment will release or discharge the assignor from any duty or
responsibility under this Agreement.
13.2 Except as explicitly stated elsewhere in this Agreement, nothing under
this Agreement shall be construed to give any rights or benefits in this
Agreement to anyone other than the Transfer Agent and the Fund, and the
duties and responsibilities undertaken pursuant to this Agreement shall
be for the sole and exclusive benefit of the Transfer Agent and the Fund.
This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
13.3 This Agreement does not constitute an agreement for a partnership or
joint venture between the Transfer Agent and the Fund. Other than as
provided in SECTION 14.1, neither party shall make any commitments with
third parties that are binding on the other party without the other
party's prior written consent.
14. Subcontractors
a.1 The Transfer Agent may, without further consent on the part of the Fund,
subcontract for the performance hereof with (i) Boston Financial Data
Services, Inc., a Massachusetts corporation ("Boston Financial") which is
duly registered as a transfer agent pursuant to Section 17A(c)(2) of the
Securities Exchange Act of 1934, as amended, (ii) a Boston Financial
subsidiary duly registered as a transfer agent or (iii) a Boston
Financial affiliate duly registered as a transfer agent; provided,
however, that the Transfer Agent shall be fully responsible to the Fund
for the acts and omissions of Boston Financial or its subsidiary or
affiliate as it is for its own acts and omissions and provided further,
however, that any such subsidiary or affiliate shall perform any and all
services so subcontracted within the borders of the United States.
a.1 Nothing herein shall impose any duty upon the Transfer Agent in
connection with or make the Transfer Agent liable for the actions or
omissions to act of unaffiliated third parties such as by way of example
and not limitation, Airborne Services, Federal Express, United Parcel
Service, the U.S. Mails, the NSCC and telecommunication companies,
provided, if the Transfer Agent selected such company, the Transfer Agent
shall have exercised due care in selecting the same.
15. Miscellaneous
a.1 Amendment. This Agreement may be amended or modified by a written
agreement executed by all parties hereto and authorized or approved by a
resolution of the Board of the Fund.
a.2 Massachusetts Law to Apply. This Agreement shall be construed and the
provisions thereof interpreted under and in accordance with the laws of
The Commonwealth of Massachusetts.
a.3 Force Majeure. In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God,
strikes, equipment or transmission failure or damage reasonably beyond
its control, or other causes reasonably beyond its control, such party
shall not be liable for damages to the other for any damages resulting
from such failure to perform or otherwise from such causes; provided,
however, that nothing in this SECTION 15.3 shall be deemed to relieve
Transfer Agent of its obligations under SECTION 11.3.
a.4 Consequential Damages. Neither party to this Agreement shall be liable
to the other party for special, indirect or consequential damages under
any provision of this Agreement or for any special, indirect or
consequential damages arising out of any act or failure to act hereunder.
For purposes of this Agreement, any cost of reprocessing transactions, of
compensating Shareholders for losses of interest, and/or reimbursement
for fund dilution, in any case resulting from the processing of trades at
an incorrect NAV shall be deemed to be actual damages and not special,
indirect or consequential damages subject to the limitation contained in
this SECTION 15.4.
a.5 Survival. All provisions regarding indemnification, warranty, liability,
and limits thereon, and confidentiality and/or protections of proprietary
rights and trade secrets shall survive the termination of this Agreement.
a.6 Severability. If any provision or provisions of this Agreement shall be
held invalid, unlawful, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be
affected or impaired.
a.7 Priorities Clause. In the event of any conflict, discrepancy or
ambiguity between the terms and conditions contained in this Agreement
and any Schedules or attachments hereto, the terms and conditions
contained in this Agreement shall take precedence.
a.8 Waiver. No waiver by either party or any breach or default of any of the
covenants or conditions herein contained and performed by the other party
shall be construed as a waiver of any succeeding breach of the same or of
any other covenant or condition.
a.9 Merger of Agreement. This Agreement constitutes the entire agreement
between the parties hereto and supersedes any prior agreement with
respect to the subject matter hereof whether oral or written.
a.10 Counterparts. This Agreement may be executed by the parties hereto on
any number of counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.
a.11 Reproduction of Documents. This Agreement and all schedules, exhibits,
attachments and amendments hereto may be reproduced by any photographic,
photostatic, microfilm, micro-card, miniature photographic or other
similar process. The parties hereto each agree that any such
reproduction shall be admissible in evidence as the original itself in
any judicial or administrative proceeding, whether or not the original is
in existence and whether or not such reproduction was made by a party in
the regular course of business, and that any enlargement, facsimile or
further reproduction shall likewise be admissible in evidence.
1
a.12 Notices. All notices and other communications as required or permitted
hereunder shall be in writing and sent by first class mail, postage
prepaid, addressed as follows or to such other address or addresses of
which the respective party shall have notified the other.
(a) If to the Transfer Agent, to:
State Street Bank and Trust Company
c/o Boston Financial Data Services, Inc.
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(b) If to the Fund, to:
[Name of Fund]
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Attention: President
With a copy to:
Federated Investors, Inc.
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Attention: General Counsel
16. Additional Funds
In the event that the Fund establishes one or more series of Shares, in
addition to those listed on the attached SCHEDULE A, with respect to
which it desires to have the Transfer Agent render services as transfer
agent under the terms hereof, it shall so notify the Transfer Agent in
writing, and if the Transfer Agent agrees in writing to provide such
services, such series of Shares shall become a Portfolio hereunder.
17. Limitation of Liability of Trustees and Shareholders of the Fund
The execution and delivery of this Agreement have been authorized by the
Board of the Fund and signed by an authorized officer of such Fund,
acting as such, and neither such authorization by the Board nor the
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 members of the Board of the Fund, but bind only the property
of the Fund as provided in, as applicable, the Fund's articles of
incorporation or declaration of trust.
2
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
STATE STREET BANK AND BY EACH OF THE FEDERATED FUNDS
TRUST COMPANY SET FORTH ON EXHIBIT A
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ J. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: J. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Executive Vice President Title: President
3
EXHIBIT A
FEDERATED FUNDS
Exhibit is filed separately, quarterly.
EXHIBIT B
FORM OF
UNCERTIFICATED SECURITIES CONTROL AGREEMENT
This Uncertificated Securities Control Agreement (this "Agreement") dated as of
__________, 200_ among __________________, a ______________ corporation
("Debtor"), ____________________ ("Secured Party"), and Boston Financial Data
Services, Inc., a Massachusetts corporation (the "Transfer Agent").
WHEREAS, Debtor owns shares in __________________ (the "Issuer"),
which for internal record keeping are designated as being held in account number
____________ (the "Account"). The shares in the Issuer are uncertificated
securities and shares owned from time to time by Debtor in the Issuer are and
will be registered in the name of Debtor on the books and records of Issuer
maintained with the Transfer Agent.
WHEREAS, Secured Party has entered into a Credit Agreement with
Debtor (as amended, restated, supplemented or otherwise modified from time to
time, the "Credit Agreement").
WHEREAS, Debtor and the Secured Party have entered into a Security
Agreement (as from time to time amended, restated, supplemented or otherwise
modified, the "Security Agreement"), in which inter alia, Debtor has granted to
Secured Party a security interest in the shares in the Issuer held from time to
time by Debtor (the "Pledged Shares").
WHEREAS, Secured Party, Debtor and the Transfer Agent, on behalf of
the Issuer, are entering into this Agreement to provide for the control of the
Pledged Shares and to perfect the security interest of Secured Party in the
Pledged Shares owned by Debtor from time to time.
NOW THEREFORE, intending to be legally bound hereby, the parties
hereto agree as follows:
Section 1.The Pledged Shares. Attached hereto as Exhibit A is the
[Confirmation statement][Account statement] dated ______________, 200_, provided
to Debtor confirming Debtor's [purchase/ownership] of the Pledged Shares.
Section 2. No Redemptions. Transfer Agent shall neither accept nor
comply with any instructions from Debtor redeeming any Pledged Shares nor
deliver any proceeds from any such redemption to Debtor following Confirmation
(as hereinafter defined) of receipt of a Notice of Exclusive Control (as
hereinafter defined) from Secured Party unless Secured Party shall have
withdrawn such notice in writing.
Section 3. Priority of Lien. Transfer Agent consents to the
granting of the security interest in the Pledged Shares. Transfer Agent will not
agree with any third party that Transfer Agent will comply with instructions
concerning the Pledged Shares originated by such third party without the prior
written consent of Secured Party and Debtor.
Section 4. Indemnification of the Issuer and Transfer Agent.
Debtor hereby agrees that Debtor and its successors and assigns shall at all
times indemnify and save harmless Issuer and Transfer Agent from and against any
and all claims, actions and suits of others arising out of the terms of this
Agreement or the compliance of Transfer Agent with the terms hereof, except to
the extent that such arises from Transfer Agent's gross negligence, willful
misconduct or bad faith, and from and against any and all liabilities, losses,
damages, costs, charges, counsel fees and other expenses of every nature and
character arising by reason of the same. Secured Party hereby agrees that
Secured Party and its successors and assigns shall at all times indemnify and
save harmless Issuer and Transfer Agent from and against any and all claims,
actions and suits of others arising out of the execution by Transfer Agent of
any instructions initiated by Secured Party with respect to the Account and/or
the Pledged Shares, including any actions taken in response to a Notice of
Exclusive Control, except to the extent that such arises from Transfer Agent's
gross negligence, willful misconduct or bad faith, and from and against any and
all liabilities, losses, damages, costs, chargers, counsel fees and other
expenses of every nature and character arising by reason of the same.
Section 5. Control. Transfer Agent will comply with instructions
originated by Secured Party concerning the Pledged Shares without further
consent by Debtor. Except as otherwise provided in Section 2 above, Transfer
Agent shall redeem the Pledged Shares at the instruction of Debtor, or its
authorized representatives, and comply with instructions concerning purchases of
additional shares, which will become Pledged Shares, received from Debtor, or
its authorized representatives, until such time as Transfer Agent receives from
Secured Party (as determined by reference to Section 16 hereof) a written notice
in the form of Exhibit B hereto to Transfer Agent which states that Secured
Party is exercising exclusive control over the Pledged Shares. Such notice is
referred to herein as the "Notice of Exclusive Control." After Transfer Agent
receives a Notice of Exclusive Control (as determined by reference to Section 16
hereof), Transfer Agent will re-register the Pledged Shares in the name of the
Secured Party, and will cease complying with all instructions concerning the
Pledged Shares originated by Debtor or its representatives, until Transfer Agent
shall have received a written notice in the form of Exhibit C hereto, after
which Transfer Agent will again register the Pledged Shares in the name of
Debtor and may once again comply with all instructions concerning the Pledged
Shares originated by Debtor or its representatives.
Section 6. Statements, Confirmations and Notices of Adverse Claims.
Transfer Agent will send copies of all monthly statements and daily
confirmations concerning the Pledged Shares simultaneously to each of Debtor and
Secured Party at the addresses set forth in Section 16 of this Agreement. If
any person asserts any lien, encumbrance or adverse claim against any of the
Pledged Shares, Transfer Agent will promptly notify Secured Party and Debtor
thereof.
Section 7. Responsibility of Transfer Agent. Transfer Agent shall
have no responsibility or liability to Secured Party for redeeming Pledged
Shares at the instruction of Debtor, or its authorized representatives, or
complying with instructions in accordance with Section 5 above concerning the
Pledged Shares from Debtor, or its authorized representatives, which are
received by Transfer Agent before Transfer Agent issues a Confirmation of a
Notice of Exclusive Control. Transfer Agent shall have no responsibility or
liability to Debtor for complying with a Notice of Exclusive Control or
complying with instructions concerning the Pledged Shares originated by Secured
Party. Transfer Agent shall have no duty to investigate or make any
determination as to whether the conditions for the issuance of a Notice of
Exclusive Control contained in any agreement between Debtor and Secured Party
have occurred. Neither this Agreement nor the Security Agreement imposes or
creates any obligation or duty of Issuer or Transfer Agent other than those
expressly set forth herein.
Section 8. Tax Reporting. All items of income and gain recognized
on the Pledged Shares shall be reported to the Internal Revenue Service and all
state and local taxing authorities under the name and taxpayer identification
number of Debtor.
Section 9. Customer Application; Jurisdiction. This Agreement
supplements the conventional account establishment documents between Transfer
Agent or Issuer on the one hand, and Debtor on the other hand (the "Customer
Application"). Regardless of any provision in the Customer Application, the
Commonwealth of Massachusetts shall be deemed to be Issuer's jurisdiction for
the purposes of this Agreement and the perfection and priority of Secured
Party's security interest in the Pledged Shares.
Section 10. Termination. The rights and powers granted herein to
Secured Party have been granted in order to perfect its security interest in the
Pledged Shares, are powers coupled with an interest and will neither be affected
by the bankruptcy or insolvency of Debtor nor by the lapse of time. The
obligations of Transfer Agent under Sections 2, 3, 5 and 6 above shall continue
in effect until the security interest of Secured Party in the Pledged Shares has
been terminated pursuant to the terms of the Security Agreement and Secured
Party has notified Transfer Agent of such termination in writing or all Pledged
Shares shall have been redeemed by the Secured Party. Upon receipt of such
notice, the obligations of Transfer Agent under Sections 2, 3, 5 and 6 above
shall terminate, Secured Party shall have no further right to originate
instructions concerning the Pledged Shares and Transfer Agent may take such
steps as Debtor may request to vest full ownership and control of the Pledged
Shares in Debtor, including, but not limited to, transferring all of the Pledged
Shares to Debtor or its designee.
Section 11. This Agreement. This Agreement, the schedules and
exhibits hereto and the agreements and instruments required to be executed and
delivered hereunder (including the Customer Application) set forth the entire
agreement of the parties hereto with respect to the subject matter hereof and
supersede and discharge all prior agreements (written or oral) and negotiations
and all contemporaneous oral agreements concerning such subject matter and
negotiations. There are no oral conditions precedent to the effectiveness of
this Agreement.
Section 12. Amendments. No amendment, modification or termination
of this Agreement or waiver of any right hereunder shall be binding on any party
hereto unless it is in writing and is signed by the party to be charged.
Section 13. Severability. If any term or provision set forth in
this Agreement shall be invalid or unenforceable, the remainder of this
Agreement, or the application of such terms or provisions to persons or
circumstances, other than those to which it is held invalid or unenforceable,
shall be construed in all respects as if such invalid or unenforceable term or
provision were omitted.
Section 14. Successors. The terms of this Agreement shall be
binding upon, and shall inure to the benefit of, the parties hereto and their
respective corporate successors or assigns.
Section 15. Rules of Construction. In this Agreement, words in the
singular number include the plural, and in the plural include the singular;
words of the masculine gender include the feminine and the neuter, and when the
sense so indicates words of the neuter gender may refer to any gender and the
word "or" is disjunctive but not exclusive. The captions and section numbers
appearing in this Agreement are inserted only as a matter of convenience. They
do not define, limit or describe the scope or intent of the provisions of this
Agreement.
Section 16. Notices. Except with respect to any Notice of Exclusive
Control, each other notice, request or other communication given to any party
hereunder shall be in writing (which term includes facsimile or other electronic
transmission) and shall be effective (i) when delivered to such party at its
address specified below, (ii) when sent to such party by facsimile or other
electronic transmission, addressed to it at its facsimile number or electronic
address specified below, and electronic confirmation of error-free receipt is
received or (iii) two days after being sent to such party by certified or
registered United States mail, addressed to it at its address specified below,
with first class or airmail postage prepaid. With respect to a Notice of
Exclusive Control, the Secured Party shall be required to telephone the Transfer
Agent, at the telephone number set forth below, in advance of the delivery of
any such Notice of Exclusive Control, which telephone call shall be promptly
followed in writing by a Notice of Exclusive Control sent by facsimile to the
Transfer Agent at the facsimile number set forth below. Such Notice of
Exclusive Control shall not be deemed to have been received by the Transfer
Agent or Issuer for any purpose hereunder, including but not limited to Section
5, unless and until the Transfer Agent provides a written confirmation of
receipt, specifically acknowledging that the Notice of Exclusive Control has
been received and acted upon by the Transfer Agent (hereinafter, a
"Confirmation"). In the event that the Secured Party shall not have received
such Confirmation within ten minutes following delivery of a Notice of Exclusive
Control, Secured Party must telephone the Transfer Agent in order to determine
the status of such Confirmation.
Secured Party:
_______________________
_______________________
_______________________
Attention: _______________
Telephone: ______________
Facsimile: _______________
Debtor:
_______________________
_______________________
_______________________
Attention: _______________
Telephone: ______________
Facsimile: _______________
Transfer Agent:
Boston Financial Data Services, Inc.
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Attention: _______________
Telephone: ______________
Facsimile: _______________
Any party may change its address for notices in the manner set forth above.
Section 17. Counterparts. This Agreement may be executed in any
number of counterparts (including by means of facsimile), all of which shall
constitute one and the same instrument, and any party hereto may execute this
Agreement by signing and delivering one or more counterparts.
Section 18. Choice of Law. The validity, terms, performance and
enforcement of this Agreement shall be governed by the laws of the
[State/Commonwealth] of [Issuer's jurisdiction of incorporation].
Section 19. Representations by Transfer Agent. The Transfer Agent
hereby represents and warrants to the Secured Party that (a) it is duly
authorized to execute and deliver this Agreement on behalf of the Issuer and (b)
this Agreement shall constitute the legal, valid and binding obligation of the
Issuer enforceable against it in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT AS OF
THE DATE FIRST SET FORTH ABOVE.
, as Secured Party
By:
Duly Authorized Signatory
, as Debtor
By:
Title:
Boston Financial Data Services, Inc., as
Transfer Agent
By:
Title:
EXHIBIT A
CONFIRMATION/ACCOUNT STATEMENT
EXHIBIT B
FORM OF NOTICE OF EXCLUSIVE CONTROL
__________, 200__
Boston Financial Data Services, Inc.
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Attention: _______________
Ladies and Gentlemen:
Reference is made to the Uncertificated Securities Control
Agreement, dated as of _______, 200_ ( the "Control Agreement"), among
______________ ("Debtor"), _____________________, as Secured Party (the
"Secured Party") and Boston Financial Data Services, Inc. ("Transfer
Agent"). Capitalized terms not defined herein shall have the meanings
ascribed to them in the Control Agreement.
Confirming our telephone conversation of a few minutes ago and
pursuant to the terms of the Control Agreement, Transfer Agent is hereby
directed to accept instructions or otherwise take or refrain from taking
action with respect to the Pledged Shares only as directed by the Secured
Party unless and until a Revocation Notice has been delivered to Transfer
Agent by the Secured Party. The Secured Party hereby directs Transfer
Agent to cease complying with any instructions concerning the Pledged
Shares originated by Debtor or its representatives.
Very truly yours,
, as Secured
Party
By:
Name:
Title:
EXHIBIT C
FORM OF REVOCATION LETTER
____________, 200__
Boston Financial Data Services, Inc.
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Attention: _______________
Ladies and Gentlemen:
Reference is hereby made to the Uncertificated Securities
Control Agreement, dated as of ___________, 200_ (the "Control Agreement"),
among _______________ ("Debtor"), _________________________, as Secured Party
(the "Secured Party") and Boston Financial Data Services, Inc. ("Transfer
Agent"). Capitalized terms not defined herein shall have the meanings ascribed
to them in the Control Agreement.
Please be advised that the Notice of Exclusive Control dated
___________, 200__ is hereby revoked and that Transfer Agent may once again
comply, subject to the terms and conditions of the Control Agreement, with
instructions concerning the Pledged Shares originated by Debtor or its
representatives unless and until Transfer Agent receives a Notice of Exclusive
Control dated after the date hereof from the Secured Party.
Very truly yours,
, as Secured Party
By:
Name:
Title:
SCHEDULE 2.1
SERVICE LEVEL STANDARDS
See attached
SCHEDULE 2.2(F)
AML DELEGATION
DATED: JULY 1, 2004
1. Delegation. In connection with the enactment of the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Act of 2001 and the regulations promulgated
thereunder, (collectively, the "USA PATRIOT Act"), the Fund has developed
and implemented a written anti-money laundering program (the "AML
Program"), which is designed to satisfy the requirements of the USA
PATRIOT Act. Under the USA PATRIOT Act, a mutual fund can elect to
delegate certain duties with respect to the implementation and operation
of its AML Program to a service provider, including its transfer agent.
The Fund is desirous of having the Transfer Agent perform certain
delegated duties pursuant to the AML Program and the Transfer Agent
desires to accept such delegation. Transfer Agent acknowledges and agrees
that, because the Fund remains responsible for assuring compliance with
the USA PATRIOT Act and the AML Program, the Transfer Agent shall provide
such information and reports to the Fund's designated compliance officer
as may from time to time be reasonably requested by the Fund and, in
addition, shall provide such compliance officer with notice of any contact
by any regulatory authority.
2. Limitation on Delegation. The Fund acknowledges and agrees that in
accepting the delegation hereunder, the Transfer Agent is agreeing to
perform only those duties that have been expressly delegated on this
SCHEDULE 2.2(F) (the "Delegated Duties"), as may be amended from time to
time, and is not undertaking and shall not be responsible for any other
aspect of the AML Program or for the overall compliance by the Fund with
the USA PATRIOT Act or for any other matters that have not been delegated
hereunder. Additionally, the parties acknowledge and agree that the
Transfer Agent shall only be responsible for performing the Delegated
Duties with respect to the ownership of, and transactions in, shares in
the Fund for which the Transfer Agent maintains the applicable shareholder
information.
3. Consent to Examination. In connection with the performance by the
Transfer Agent of the Delegated Duties, the Transfer Agent understands and
acknowledges that the Fund remains responsible for assuring compliance
with the USA PATRIOT Act and that the records the Transfer Agent maintains
for the Fund relating to the AML Program may be subject, from time to
time, to examination and/or inspection by federal regulators in order that
the regulators may evaluate such compliance. The Transfer Agent hereby
consents to such examination and/or inspection and agrees to cooperate
with such federal examiners in connection with their review. For purposes
of such examination and/or inspection, the Transfer Agent will use its
best efforts to make available, during normal business hours and on
reasonable notice all required records and information for review by such
examiners.
4. Delegated Duties
4.1With respect to the beneficial ownership of, and transactions in, shares
in the Fund for which the Transfer Agent maintains the applicable
shareholder information, the Transfer Agent shall:
SCHEDULE 2.2(F)
AML DELEGATION
(CONTINUED)
(a) Submit all new account and registration maintenance transactions
through the Office of Foreign Assets Control ("OFAC") database and such
other lists or databases of trade restricted individuals or entities as
may be required from time to time by applicable regulatory authorities.
(b) Submit special payee checks through the OFAC database.
(c) Review redemption transactions that occur within thirty (30) days of
account establishment or maintenance.
(d) Review wires sent pursuant to banking instructions other than those on
file with the Transfer Agent.
(e) Review accounts with small balances followed by large purchases.
(f) Review accounts with frequent activity within a specified date range
followed by a large redemption.
(g) On a daily basis, review purchase and redemption activity per tax
identification number ("TIN") within the Funds to determine if activity
for that TIN exceeded the $100,000 threshold on any given day.
(h) Compare all new accounts and registration maintenance through the
Known Offenders database and notify the Fund of any match.
(i) Monitor and track cash equivalents under $10,000 for a rolling twelve-
month period and file IRS Form 8300 and issue the shareholder notices
required by the IRS.
(j) Determine when a suspicious activity report ("SAR") should be filed as
required by regulations applicable to mutual funds; prepare and file the
SAR. Provide the Fund with a copy of the SAR within a reasonable time
after filing; notify the Fund if any further communication is received
from U.S. Department of the Treasury or other law enforcement agencies
regarding the SAR.
(k) Compare account information to any FinCEN request received by the Fund
and provided to the Transfer Agent pursuant to the USA PATRIOT Act Sec.
314(a). Provide the Fund with documents/information necessary to respond
to requests under USA PATRIOT Act Sec. 314(a) within required time frames.
(l) Verify the identity of any person seeking to open an account with the
Fund, (ii) Maintain records of the information used to verify the person's
identity and (iii) Determine whether the person appears on any lists of
known or suspected terrorists or terrorists organizations provided to the
Fund by any government agency.
4.2 In the event that the Transfer Agent detects suspicious activity as a
result of the foregoing procedures, which necessitates the filing by the
Transfer Agent of a suspicious activity report, a Form 8300 or other
similar report or notice to OFAC, then the Transfer Agent shall also
immediately notify the Fund, unless prohibited by Applicable Law.
SCHEDULE 2.2(G)
CHECKWRITING SERVICES SUPPORT
(i) Upon receipt of checkwriting signature cards, code the appropriate
Shareholder account on Transfer Agent's recordkeeping systems for checkwriting
services, order appropriate checkbook products through MICR's online checkbook
ordering system, and process the signature card, including manually inserting
the fourteen-digit account number for such Shareholder on each such signature
card, scanning such signature card into the Automated Work Distributor system
("AWD") and sending the original signature card to United Missouri Bank, N.A.
("UMB") for safekeeping;
(ii) Utilize UMB's UNITEPlus system for daily settlement with UMB of checks
presented against a Shareholder's account, transmitting the aggregate settlement
amount for all check presentments on each business day on which UMB is open for
business, less the amount of any check presentments rejected from the prior
business day;
(iii) Utilize UMB's systems for review of accounts and processing of items
rejected by UMB;
(iv) In accordance with Proper Instructions, place stop payment orders on
specified checks utilizing the online systems of UMB;
(v) Provide information to UMB, on each business day, as to the current
collected balance in specified Shareholder accounts;
(vi) With respect to checks that are rejected by UMB for reasons other than
insufficient Shareholder account balance, perform the following services each
business day, as applicable:
(A) For checks with faulty MICR encoding, incorrect formatting (1) perform
a search of the Fund's records, maintained on Transfer Agent's
recordkeeping systems, for open Shareholder accounts matching the
available identifying Shareholder information on such check and (x) if no
corresponding Shareholder account can be located, generate and send a
report of such item to UMB, (y) if a corresponding Shareholder account can
be located and the account of the Shareholder has a sufficient balance
against which to process such check, instruct UMB to pay such check and
(z) if a corresponding Shareholder account can be located and the account
of the Shareholder does not have a sufficient balance against which to
process such check, instruct UMB to return such check to the Shareholder,
(2) review each item to determine the cause of the rejection and perform
the following additional steps (x) if the cause was incorrect formatting
or faulty MICR data, and the shareholder utilized a third party vendor or
software platform, inform the Shareholder of the problem and advise the
Shareholder to destroy remaining check stock, and, if requested by the
Shareholder, order a new checkbook for such Shareholder and (y) if the
cause was due to a check being written by a Shareholder against a Fund
that no longer offers checkwriting privileges, inform the client of the
problem and advise the client to destroy remaining check stock.
(B) For checks that are reported as duplicate check entries, (1) if the
check can be viewed on UMB's on-line system, view the check on-line in
order to determine whether they are duplicative and (x) if not
duplicative, confirm whether the Shareholder's account has a sufficient
balance to honor the check and, if so, instruct UMB to pay the check, (y)
if not duplicative, confirm whether the Shareholder's account has a
sufficient balance to honor the check and, if not, instruct UMB to reject
the check, and (z) if duplicative, instruct UMB to reject the check, and
(2) if the check cannot be viewed on UMB's on-line systems, contact the
financial intermediary through which the Shareholder is transacting, if
applicable, or the Shareholder if no financial intermediary is involved,
and verify whether the potentially duplicative check is legitimate and (x)
if verified to be legitimate by either such means, instruct UMB to pay
such check and manually deduct the amount of such check from the
Shareholder's account for settlement with UMB on the next business day,
(y) if the Shareholder or financial intermediary indicates that the check
is forged or fraudulent, instruct UMB to reject the check and report the
matter to the risk management function within Federated Services Company
and (z) if the Shareholder or financial intermediary cannot be contacted,
present the check for further review.
(vii) With respect to checks that are rejected by UMB for reasons of
insufficient Shareholder account balance ("NSF Checks"), perform the following
services each business day, as applicable:
(A) With respect to NSF Checks written by Shareholders whose accounts are
maintained (x) by a broker/dealer that has executed an indemnity in favor
of Transfer Agent in form and substance satisfactory to Transfer Agent
("Brokers") and (y) by Federated Securities Corp. ("FSC"):
(1) Compile a daily list of NSF Checks, sorted by Broker name
(including FSC, as applicable), and transmit such list to the
respective Broker (including FSC, as applicable);
(2) Accept instructions from such Brokers (including FSC, as
applicable) until 12:30 p.m. (Eastern) on each business day as to
the disposition of each such NSF Check (the "Pay or Bounce
Instructions");
(3) Transmit all Pay or Bounce Instructions received by 12:30 p.m.
(Eastern) on such business day to UMB by 1:00 p.m. (Eastern) on such
business day;
(4) Create a same day wire purchase, or perform a current day
transfer or exchange, in accordance with instructions specified in
each Pay or Bounce Instruction (the "Deficit True-Up Transaction"),
and post this information to the "Trade Pending" status information
field on Transfer Agent's recordkeeping systems;
(5) Confirm settlement of each Deficit True-Up Transaction (either
receipt of wire or processing of transfer or exchange);
(6) Create a checkwriting redemption against the "Trade Pending"
status information field on the Transfer Agent's recordkeeping
systems; and
(7) In the event that an additional checkwriting check is presented
against a Shareholder account on the date an NSF Check for such
Shareholder and with respect to which the Pay or Bounce Instruction
has already been given, submit a "Resubmittal" report to the
applicable Broker (including FSC, as applicable), indicating the new
Shareholder account balance after giving effect to the prior Pay or
Bounce Instruction.
(B) With respect to NSF Checks written by Shareholders whose accounts are
maintained by a broker/dealer that has not executed an indemnity in favor
of Transfer Agent, instruct UMB to bounce or reject such NSF Check.
SCHEDULE 2.2(H)
DEBIT CARD SERVICES/ACH TRANSACTIONS SUPPORT
(A) Debit Card Services.
(i) Upon receipt of applications for debit card services, code the
appropriate Shareholder account on Transfer Agent's recordkeeping systems
for debit card services and process the application, including manually
inserting the fourteen-digit account number for such Shareholder on the
application, scanning such application into the AWD and sending a copy of
the application to UMB;
(ii) Utilize UMB's UNITEPlus system for daily settlement with UMB of debit
card transactions presented against a Shareholder's account, transmitting
the aggregate settlement amount for all such presentments on each business
day on which UMB is open for business;
(iii) Utilize UMB's systems for review of accounts and processing of
items rejected by UMB;
(iv) Review daily reject reports from UMB and make any and all necessary
adjustments to Shareholder accounts.
(B) Automated Clearing House System ("ACH") Transactions. Transfer Agent
will provide the following services in support of ACH transactions:
(i) Utilize UMB's UNITEPlus system for daily settlement with UMB of ACH
transactions presented against a Shareholder's account, transmitting the
aggregate settlement amount for all ACH transactions on each business day
on which UMB is open for business, less the amount of any ACH transactions
rejected from the prior business day; and
(iii) Utilize UMB's systems for review of accounts and processing of ACH
transaction items rejected by UMB.
It is recognized that there are electronic alternatives to traditional
paper checks, including those transactions processed through the ACH. The
settlements referred to in (B)(I) and (B)(ii) of this SCHEDULE 2.2(H),
together with any such electronic checks processed as ACH transactions,
will be included in daily settlement amounts communicated between Transfer
Agent and UMB under SCHEDULE 2.2(G), and processing of these transactions
will otherwise be handled according to the terms of such SCHEDULE 2.2(G).
SCHEDULE 2.4
FUNCTIONAL MATRIX
See attached
FIRST AMENDMENT TO
TRANSFER AGENCY AND SERVICE AGREEMENT
THIS FIRST AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT (the
"Amendment") between each of the Federated Funds set forth on Exhibit A of the
Original Agreement (the "Funds") and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts trust company (the "Transfer Agent") is made and entered into as
of the 10th day of October, 2005.
W I T N E S S E T H
WHEREAS, the Funds and the Transfer Agent are parties to that certain
Transfer Agency and Service Agreement dated as of July 1, 2004 (the "Original
Agreement");
WHEREAS, the Funds and the Transfer Agent wish to amend the Original
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 parties hereto
agree as follows:
1. Schedule 3.1. The first footnote in Schedule 3.1 of the
Original Agreement is hereby deleted in its entirety and replaced with the
following:
1. For all new CUSIPs, the "Per CUSIP Fee" shall be
waived for the first six (6) months after a new CUSIP is
established.
2. Original Agreement. All references in the Original Agreement
to the "Agreement" shall be deemed to be references to the Original
Agreement, as amended hereby.
3. Capitalized Terms. Terms used as defined terms herein, which
are not otherwise defined herein, shall have the meanings ascribed thereto
in the Original Agreement, as amended hereby.
4. No Other Amendments. Except as expressly amended hereby, the
Original 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 first above written.
BY EACH OF THE FEDERATED FUNDS SET FORTH
ON EXHIBIT A OF THE ORIGINAL AGREEMENT
By: /s/ J. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: J. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
STATE STREET BANK AND TRUST COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
SCHEDULE 3.2
OUT-OF-POCKET EXPENSES
The Fund shall be responsible for its portion (either based upon actual usage
where such usage can be definitively determined or on an equitably allocated
basis where all Funds enjoy the same benefits) of expenses incurred by the
Transfer Agent for the benefit of the Funds and/or the shareholders of the
Funds, including but not limited to the following: (a) All shareholder
recordkeeping system charges and expenses, including charges for the maintenance
and/or storage of shareholder records, trading information, programming charges
and other shareholder trading and lookup enhancements, including DST's TA 2000
system, FANWeb, Vision, as in existence on the date hereof, together with such
changes as may be agreed to in writing by the Fund from time to time during the
Term, (b) all costs and expenses for typesetting, printing, processing,
coalating and mailing (including postage and/or courier charges) of documents,
legally required to be delivered to shareholders, that the Transfer Agent is
required to deliver hereunder or that have been requested by shareholders, (c)
costs and expenses related to the provision of customer services to shareholders
in the Trusts and/or financial intermediaries, including but not limited to
phone line charges, datacom charges, facsimile line charges, (d) membership
fees, per CUSIP fees, and costs and expenses charged by the National Securities
Clearing Corporation with respect to trades placed and/or cleared through such
systems, (e) per transaction expenses incurred in connection with wires, ACH
transactions, checkwriting transactions and availability, debit card
transactions and availability, check processing, and escheatment, (f) costs and
expenses associated with printing, mailing, production and replacement of
checkbooks for shareholders electing checkwriting services, (g) costs and
expenses incurred at the specific direction of the Funds or required by a
regulatory organization and other out-of-pocket expenses deemed to be properly
payable by the Fund administrator's treasury department, (h) professional
services costs and expenses associated with the performance of the annual SAS70
of the Transfer Agent and such other audits, compliance checks and other
professional services required by the Funds to be performed with respect to the
Transfer Agent, and (i) costs of shareholder servicing enhancements,
enhancements specific to trading with a particular financial intermediary with
the purpose of increasing assets in or promoting efficiency in the trading with
a given Fund, systems automation costs and expenses that promote increases in
shareholder servicing and/or processing efficiency or that cause a net reduction
in overall fund expenses.
Schedule A
to Transfer Agent and Service Agreement
dated July 1, 2004
(revised as of 12/1/06)
EFFECTIVE DATE INVESTMENT COMPANY NAME FUND NAME SHARE CLASS FUND NUMBERS
7/31//06 FEDERATED MDT SERIES Federated MDT all Cap Core Fund A 210
7/31//06 FEDERATED MDT SERIES Federated MDT All Cap Core Fund C 224
7/31//06 FEDERATED MDT SERIES Federated MDT All Cap Core Fund IS 226
7/31//06 FEDERATED MDT SERIES Federated MDT Tax Aware/All Cap Core Fund A 227
7/31//06 FEDERATED MDT SERIES Federated MDT Tax Aware/All Cap Core Fund C 229
09/01/06 FEDERATED MDT SERIES Federated MDT All Cap Core Fund K 233
7/31//06 FEDERATED MDT SERIES Federated MDT Tax Aware/All Cap Core Fund IS 236
7/31//06 FEDERATED MDT SERIES Federated MDT Small Cap Core Fund A 237
7/31//06 FEDERATED MDT SERIES Federated MDT Small Cap Core Fund C 245
7/31//06 FEDERATED MDT SERIES Federated MDT Small Cap Core Fund IS 255
7/31//06 FEDERATED MDT SERIES Federated MDT Large Cap Growth Fund A 265
3/1/07 FEDERATED MDT SERIES Federated MDT Large Cap Growth Fund B
7/31//06 FEDERATED MDT SERIES Federated MDT Large Cap Growth Fund C 267
7/31//06 FEDERATED MDT SERIES Federated MDT Large Cap Growth Fund IS 269
7/31//06 FEDERATED MDT SERIES Federated MDT Mid Cap Growth Fund A 277
7/31//06 FEDERATED MDT SERIES Federated MDT Mid Cap Growth Fund C 278
7/31//06 FEDERATED MDT SERIES Federated MDT Mid Cap Growth Fund IS 279
7/31//06 FEDERATED MDT SERIES Federated MDT Small Cap Growth Fund A 282
7/31//06 FEDERATED MDT SERIES Federated MDT Small Cap Growth Fund C 283
7/31//06 FEDERATED MDT SERIES Federated MDT Small Cap Growth Fund IS 284
7/31//06 FEDERATED MDT SERIES Federated MDT Balanced Fund A 285
7/31/06 FEDERATED MDT SERIES Federated MDT Balanced Fund C 296
7/31//06 FEDERATED MDT SERIES Federated MDT Balanced Fund IS 297
7/31//06 FEDERATED MDT SERIES Federated MDT Small Cap Value Fund A 298
09/01/06 FEDERATED MDT SERIES Federated MDT Balanced Fund K 314
7/31//06 FEDERATED MDT SERIES Federated MDT Small Cap Value Fund C 320
7/31//06 FEDERATED MDT SERIES Federated MDT Small Cap Value Fund IS ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ BANK AND TRUST COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
Date:
By each of the Federated Funds set forth on Schedule A
By: /s/ J. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: J. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
Date: 12/5/06