Exhibit (h)(viii) under form N-1A
Exhibit (10) under 601/Reg. S-K
FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT dated as of January 1, 2004 is made, severally and not jointly
(except that the parties jointly agree to the provisions of Section XII
hereunder) by each of the investment companies listed on Exhibit A hereto (each,
a "Trust") and State Street Bank and Trust Company ("State Street").
WHEREAS, each Trust is registered as a management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act") with authorized and
issued shares of capital stock or beneficial interest (the "Shares");
WHEREAS, certain Trusts subject to this Agreement are "series companies" as
defined in Rule 18f-2(a) under the 1940 Act and, as used in this Agreement, the
term "Portfolio" refers to either (i) an individual portfolio of such a series
company or (ii) an investment company that is not organized as a series company,
and the term "Portfolios" refers to all such portfolios and investment
companies, collectively;
WHEREAS, Shares of each Portfolio may be subdivided into "classes" as provided
in Rule 18f-3 under the 1940 Act;
WHEREAS, the Trust desires to retain State Street as financial administrator
(the "Financial Administrator") to furnish certain financial administrative
services on behalf of the Portfolios;
WHEREAS, the Trust desires to retain State Street as accounting agent (the
"Accounting Agent") to perform certain accounting and recordkeeping services on
behalf of the Portfolios; and
WHEREAS, State Street is willing to perform such services on the terms provided
herein.
NOW, THEREFORE, the parties agree as follows:
I. APPOINTMENT
A. Of State Street as the Financial Administrator
The Trust hereby appoints State Street to act as Financial Administrator with
respect to the Trust for purposes of providing certain financial administrative
services for the period and on the terms set forth in this Agreement. State
Street accepts such appointment and agrees to render the financial
administrative services stated herein.
The Trust will initially consist of the Portfolios identified on Exhibit A
hereto. In the event that the Trust establishes one or more additional
Portfolios with respect to which it wishes to retain the Financial Administrator
to act as financial administrator hereunder, the Trust shall notify the
Financial Administrator in writing (including by facsimile or electronic mail
communication). Upon such notification, such Portfolio shall become subject to
the provisions of this Agreement to the same extent as the existing Portfolios,
except to the extent that such provisions (including those relating to
compensation and expenses payable by the Trust and its Portfolios) may be
modified with respect to each additional Portfolio in writing by the Trust and
the Financial Administrator at the time of the addition of the Portfolio.
B. Of State Street as the Accounting Agent
The Trust hereby appoints State Street to act as Accounting Agent with
respect to the Portfolios for purposes of providing certain accounting and
recordkeeping services for the period and on the terms set forth in this
Agreement. State Street accepts such appointment and agrees to render the
accounting and recordkeeping services stated herein.
The Trust will initially consist of the Portfolios identified on Exhibit A.
In the event that the Trust establishes one or more additional Portfolios
with respect to which it wishes to retain the Accounting Agent to act as
accounting agent hereunder, the Trust shall notify the Accounting Agent in
writing (including by facsimile or electronic mail communication). Upon such
notification, such Portfolio shall become subject to the provisions of this
Agreement to the same extent as the existing Portfolios, except to the extent
that such provisions (including those relating to compensation and expenses
payable by the Trust and its Portfolios) may be modified with respect to each
additional Portfolio in writing by the Trust and the Accounting Agent at the
time of the addition of the Portfolio.
II. REPRESENTATIONS and WARRANTIES
A. By State Street. State Street represents and warrants that:
1. It is a Massachusetts trust company, duly organized and existing under
the laws of The Commonwealth of Massachusetts;
2. It has the corporate power and authority to carry on its business in
The Commonwealth of Massachusetts;
3. All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement;
4. No legal or administrative proceedings have been instituted or
threatened which would impair State Street's ability to perform
its duties and obligations under this Agreement;
5. Its entrance into this Agreement shall not cause a material breach or
be in material conflict with any other agreement or obligation of
State Street or any law or regulation applicable to it; and
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.
B. By the Trust. The Trust represents and warrants that:
1. It is duly organized, existing and in good standing under the laws of
the jurisdiction in which it was formed;
2. It has the power and authority under applicable laws and by its
organizational documents to enter into and perform this Agreement;
3. All requisite proceedings have been taken to authorize it to enter into
and perform this Agreement;
4. With respect to each Portfolio, it is an investment company properly
registered under the 1940 Act;
5. A registration statement under the 1940 Act (and if Shares of the
Portfolio are offered publicly, under the Securities Act of 1933,
as amended (the "1933 Act")) has been filed and will be effective
and remain effective during the term of this Agreement. The Trust
also warrants that as of the effective date of this Agreement, all
necessary filings under the securities laws of the states in which
the Trust offers or sells its Shares have been made;
6. No legal or administrative proceedings have been instituted or
threatened which would impair the Trust's ability to perform its
duties and obligations under this Agreement;
7. Its entrance into this Agreement will not cause a material breach or be
in material conflict with any other agreement or obligation of the
Trust or any law or regulation applicable to it; and
8. As of the close of business on the date of this Agreement, the Trust is
authorized to issue its Shares.
III. DUTIES of STATE STREET
A. As the Financial Administrator. The Financial Administrator shall
provide the following services, in each case, subject to the control,
supervision and direction of the respective Trust and its Board of
Trustees/Directors (the "Board") and the review and comment by the Trust's
auditors, administrator and legal counsel and in accordance with procedures
which may be established from time to time between the Trust and the
Financial Administrator:
1. Compile, review and deliver to the Trust, fund performance statistics
including Securities and Exchange Commission (the "SEC") yields,
distribution yields and total returns;
2. Prepare and submit for approval by officers of the Trust a fund expense
budget, review expense calculations and arrange for payment of the
Trust's expenses;
3. Prepare for review and approval by officers of the Trust financial
information required for the Trust's annual and semi-annual
reports, proxy statements and other communications required or
otherwise to be sent to shareholders; review text of "President's
Letter to Shareholders" and "Management's Discussion of Financial
Performance" as included in shareholder reports (which shall also
be subject to review by the Trust's legal counsel);
4. Prepare for review by an officer of and legal counsel for the Trust the
Trust's periodic financial reports required to be filed with the
SEC on Form N-SAR and financial information required by Form N-1A,
Form N-14 and Form 24F-2 and such other reports, forms or filings
as may be mutually agreed upon;
5. Prepare reports relating to the business and affairs of the Trust as
may be mutually agreed upon and not otherwise prepared by the
Trust's investment adviser, custodian, legal counsel or
independent accountants;
6. Oversee and review calculations of fees paid to State Street and to the
Trust's investment adviser, shareholder servicing agent,
distributor, custodian, fund administrator, fund accountant and
transfer and dividend disbursing agent ("Transfer Agent"), in
addition to the oversight and review of all asset based fee
calculations;
7. Prepare fund income forecasts and submit for approval by officers of
the Trust, recommendations for fund income dividend distributions;
8. Maintain continuing awareness of significant emerging regulatory and
legislative developments which may affect the Trust, and provide
related planning assistance where requested or appropriate;
9. Complete monthly preferred shares "asset coverage" test (as that term
is defined in Section 18(h) of the 1940 Act) (the "1940 Act Test")
following the compliance procedures contained in Exhibit C attached
hereto, as such Exhibit may be amended from time to time by mutual
agreement of the parties (the "Compliance Procedures");
10. Complete monthly preferred shares basic maintenance amount test for
Fitch Ratings, Ltd. ("Fitch") preferred rate auction (the "Fitch
Preferred Shares Basic Maintenance Test") following the Compliance
Procedures; and
11. Complete monthly preferred shares basic maintenance amount test for
▇▇▇▇▇'▇ Investors Service, Inc. ("▇▇▇▇▇'▇") preferred rate auction
(the "▇▇▇▇▇'▇ Preferred Shares Basic Maintenance Test") following
the Compliance Procedures.
The Financial Administrator shall provide the office facilities and the
personnel required by it to perform the services contemplated herein.
B. As the Accounting Agent.
1. Books of Account. The Accounting Agent shall maintain the books of
account of the Trust and shall perform the following duties in the
manner prescribed by the respective Trust's currently effective
prospectus, statement of additional information or other governing
document, certified copies of which have been supplied to the
Accounting Agent (a "Governing Document"):
a. Value the assets of each Portfolio using: primarily, market
quotations (including the use of matrix pricing) supplied by
the independent pricing services selected by the Accounting
Agent in consultation with the Trust's investment adviser (the
"Adviser") and approved by the Board; secondarily, if a
designated pricing service does not provide a price for a
security that the Accounting Agent believes should be available
by market quotation, the Accounting Agent may obtain a price by
calling brokers designated by the Adviser, or if the Adviser
does not supply the names of such brokers, the Accounting Agent
will attempt on its own to find brokers to price the security,
subject to approval by the Adviser; thirdly, for securities for
which no market price is available, the Valuation Committee of
the Board (the "Committee") will determine a fair value in good
faith; or fourthly, such other procedures as may be adopted by
the Board. Consistent with Rule 2a-4 under the 1940 Act,
estimates may be used where necessary or appropriate. The
Accounting Agent is not the guarantor of the accuracy of the
securities prices received from such pricing agents and the
Accounting Agent is not liable to the Trust for errors in
valuing a Portfolio's assets or calculating the net asset value
(the "NAV") per share of such Portfolio or class when the
calculations are based upon inaccurate prices provided by
pricing agents. The Accounting Agent will provide daily to the
Adviser the security prices used in calculating the NAV of each
Portfolio, for its use in preparing exception reports for those
prices on which the Adviser has a comment. Further, upon
receipt of the exception reports generated by the Adviser, the
Accounting Agent will diligently pursue communication regarding
exception reports with the designated pricing agents;
b. Determine the NAV per share of each Portfolio and/or class, at the time
and in the manner from time to time determined by the Board and
as set forth in the Prospectus of such Portfolio;
c. Calculate the net income of each of the Portfolios, if any;
d. Calculate realized capital gains or losses of each of the Portfolios
resulting from sale or disposition of assets, if any;
e. Maintain the general ledger and other accounts, books and financial
records of the Trust, including for each Portfolio, as required
under Section 31(a) of the 1940 Act and the rules thereunder in
connection with the services provided by State Street;
f. At the request of the Trust, prepare various reports or other financial
documents in accordance with generally accepted accounting
principles as required by federal, state and other applicable
laws and regulations; and
g. Such other similar services as may be reasonably requested by the Trust.
The Trust shall provide timely prior notice to the Accounting Agent of any
modification in the manner in which such calculations are to be performed as
prescribed in any revision to the Trust's Governing Document. The Accounting
Agent shall not be responsible for any revisions to the manner in which such
calculations are to be performed unless such revisions are communicated in
writing to the Accounting Agent.
2. Records. The Accounting Agent shall create and maintain all
records relating to its activities and obligations under this
Agreement in such a manner as will meet the obligations of the
Trust under the 1940 Act, specifically Section 31 thereof and
Rules 31a-1 and 31a-2 thereunder. All such records shall be the
property of the Trust and shall at all times during the regular
business hours of the Accounting Agent be open for inspection by
duly authorized officers, employees or agents of the Trust and
employees and agents of the SEC. Subject to Section XVI.B below,
the Accounting Agent shall preserve for the period required by law
the records required to be maintained thereunder.
IV. DUTIES of the TRUST
A. Delivery of Documents. The Trust will promptly deliver to the
Financial Administrator copies of each of the following documents and all
future amendments and supplements, if any:
1. The Trust's organizational documents;
2. The Trust's currently effective registration statements under the 1933
Act (if applicable) and the 1940 Act and the Trust's
Prospectus(es) and Statement(s) of Additional Information
(collectively, the "Prospectus") relating to all Portfolios and
all amendments and supplements thereto as in effect from time to
time;
3. Certified copies of resolutions of the Board authorizing (a) the Trust
to enter into this Agreement and (b) certain individuals on behalf
of the Trust and its third-party agents to (i) give instructions
to the Financial Administrator pursuant to this Agreement and (ii)
sign checks and pay expenses;
4. The investment advisory agreements between the Trust and the Advisers;
and
5. Such other certificates, documents or opinions which the Financial
Administrator may, in its reasonable discretion, deem necessary or
appropriate in the proper performance of its duties.
The Trust shall provide, or shall cause its third-party agent to provide,
timely notice to the Accounting Agent of all data reasonably required by the
Accounting Agent for performance of its duties described in Section III.B
hereunder. The Trust's failure to provide such timely notice shall excuse
the Accounting Agent from the performance of such duties, but only to the
extent the Accounting Agent's performance is prejudiced by the Trust's
failure.
State Street is authorized and instructed to rely upon any and all
information it receives from the Trust or its third-party agent that it
reasonably believes to be genuine. State Street shall have no responsibility
to review, confirm or otherwise assume any duty with respect to the accuracy
or completeness of any data supplied to it by or on behalf of the Trust.
State Street shall value the Trust's securities and other assets utilizing
prices obtained from sources designated by the Trust, or the Trust's
duly-authorized agent, on a Price Source Authorization substantially in the
form attached hereto as Exhibit B or otherwise designated by means of Proper
Instructions (as such term is defined herein) (collectively, the "Authorized
Price Sources"). State Street shall not be responsible for any revisions to
the methods of calculation adopted by the Trust unless and until such
revisions are communicated in writing to State Street.
A.
B. Proper Instructions. The Trust and its third-party agents shall
communicate to State Street by means of Proper Instructions. Proper
Instructions shall mean (i) a writing signed or initialed by one or more
persons as the Board shall have from time to time authorized or (ii) a
communication effected directly between the Trust or its third-party agent
and State Street by electro-mechanical or electronic devices, provided that
the Trust and State Street have approved such procedures. State Street may
rely upon any Proper Instruction believed by it to be genuine and to have
been properly issued by or on behalf of the Trust. Oral instructions shall
be considered Proper Instructions if State Street reasonably believes them to
have been given by a person authorized to give such instructions. The Trust
and its third-party agents shall cause all oral instructions to be confirmed
in accordance with clauses (i) or (ii) above, as appropriate. The Trust and
its third-party agents shall give timely Proper Instructions to State Street
in regard to matters affecting accounting practices and State Street's
performance pursuant to this Agreement.
V. COMPLIANCE WITH GOVERNMENTAL RULES and REGULATIONS; RECORDS
The Trust assumes full responsibility for its compliance with all securities,
tax, commodities and other laws, rules and regulations applicable to it.
VI. WARRANTIES
If, prior to the Accounting Agent's calculation of the current NAV, the Trust
or its third-party agent notifies the Accounting Agent that any of its
accounting services are erroneous in any material respect, the Accounting
Agent shall endeavor in a timely manner to correct such failure.
Third-parties that are selected by and approved by the Trust and from which
the Accounting Agent may obtain certain data included in the accounting
services are solely responsible for the contents of such data and the Trust
agrees to make no claim against the Accounting Agent arising out of the
contents of such third-party data including, but not limited to, the accuracy
thereof.
VII. FORCE MAJEURE
If any party is unable to carry out any of its obligations under this
Agreement because of conditions beyond its reasonable control, including, but
not limited to, acts of war or terrorism, work stoppages, fire, civil
disobedience, delays associated with hardware malfunction or availability,
riots, rebellions, storms, electrical failures, acts of God, and similar
occurrences ("Force Majeure"), this Agreement will remain in effect and the
non-performing party's obligations shall be suspended without liability for a
period equal to the period of the continuing Force Majeure (which such period
shall not exceed fifteen (15) business days), provided that:
(1) where reasonably practicable, the non-performing party gives the other
party prompt notice describing the Force Majeure, including the
nature of the occurrence and its expected duration and, where
reasonably practicable, continues to furnish regular reports with
respect thereto during the period of Force Majeure;
(2) the suspension of obligations is of no greater scope and of no longer
duration than is required by the Force Majeure;
(3) no obligations of any party that accrued before the Force Majeure are
excused as a result of the Force Majeure; and
(4) the non-performing Party uses reasonable efforts to remedy its
inability to perform as quickly as possible.
VIII. INSTRUCTIONS and ADVICE
At any time, State Street may apply to any officer of the Trust for
instructions and may consult with its own legal counsel with respect to any
matter arising in connection with the services to be performed by State
Street under the terms of this Agreement. At any time, State Street may
consult with outside counsel for the Trust or the independent accountants for
the Trust ("Trust Advisers") at the expense of the Trust, provided that State
Street first obtains consent of the Trust which shall not be unreasonably
withheld, with respect to any matter arising in connection with the services
to be performed by State Street under the terms of this Agreement. In its
capacity as the Financial Administrator or as the Accounting Agent under the
terms of this Agreement, State Street shall not be liable, and shall be
indemnified by the Trust or appropriate Portfolio for any action taken or
omitted by it in good faith reliance upon any instructions or advice provided
to State Street by a Trust Adviser or upon any paper or document reasonably
believed by it to be genuine and to have been signed by the proper person or
persons. State Street shall not be held to have notice of any change of
authority of any person until receipt of written notice thereof from the
Trust. Nothing in this paragraph shall be construed as imposing upon State
Street any obligation to seek such instructions or advice, or to act in
accordance with such advice when received.
IX. NOTICES
All notices shall be in writing and deemed given when delivered in person, by
facsimile, by overnight delivery through a commercial courier service, or by
registered or certified mail, return receipt requested. Notices shall be
addressed to each party at its address set forth below, or such other address
as the recipient may have specified by earlier notice to the sender:
If to State Street: LaFayette Corporate Center
▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ATTN: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to: State Street Bank and Trust Company
One ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ (B02/9)
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
ATTN: ▇▇▇▇ ▇▇▇▇▇ Zeven, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Trust: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
ATTN: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Treasurer with a copy to
the General Counsel
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
X. CONFIDENTIALITY
State Street agrees that, except as otherwise required by law or in
connection with any required disclosure to a banking or other regulatory
authority, it will keep confidential all records and information in its
possession relating to the Trust or its beneficiaries and will not disclose
the same to any person except at the request or with the written consent of
the Trust.
XI. LIMITATION of LIABILITY and INDEMNIFICATION
State Street shall be held to a standard of reasonable care in carrying out
its duties under this Agreement. State Street shall be responsible for the
performance of only such duties as are set forth in this Agreement and,
except as otherwise provided under Section XV, shall have no responsibility
for the actions or activities of any other party, including other service
providers. State Street shall have no liability for any error of judgment or
mistake of law or for any loss or damage resulting from the performance or
nonperformance of its duties hereunder unless caused by or resulting from the
negligence, reckless misconduct, willful malfeasance or lack of good faith of
State Street, its officers or employees and, in such event, such liability
will be subject to the limitations set forth in Section XII herein. State
Street shall not be liable for any special, INdirect, incidental, or
consequential damages of any kind whatsoever (including, without limitation,
attorneys' fees) in any way due to the Trust's use of the services described
herein or the performance of or failure to perform State Street's obligations
under this Agreement. This disclaimer applies without limitation to claims
regardless of the form of action, whether in contract (including negligence),
strict liability, or otherwise and regardless of whether such damages are
foreseeable.
The Trust will indemnify and hold harmless State Street and its stockholders,
directors, officers, employees, agents, and representatives (collectively,
the "Trust Indemnified Persons") for, and will pay to the Trust Indemnified
Persons the amount of, any actual and direct damages, whether or not
involving a third-party claim (collectively, the "Damages"), arising from or
in connection with (i) any act or omission by State Street (or any of its
affiliates) pursuant to this Agreement which does not constitute negligence,
reckless misconduct, willful malfeasance or lack of good faith in fulfilling
the terms and obligations of this Agreement, (ii) any act or omission by the
Trust (or any of its affiliates) which constitutes a breach of any
representation, warranty, term, or obligation contained in this Agreement, or
(iii) any act or omission by the Trust (or any of its affiliates) which
constitutes negligence, reckless misconduct, willful malfeasance, or lack of
good faith in fulfilling the terms and obligations of this Agreement. The
remedies provided in this paragraph are not exclusive of or limit any other
remedies that may be available to State Street or any other Trust Indemnified
Person.
State Street will indemnify and hold harmless the Trust, and its respective
shareholders, trustees, directors, officers, agents, and representatives
(collectively, the "State Street Indemnified Persons") for, and will pay to
the State Street Indemnified Persons the amount of, any Damages, arising from
or in connection with (i) any act or omission by State Street (or any of its
affiliates) which constitutes a breach of any representation, warranty, term,
or obligation contained in this Agreement or (ii) any act or omission by
State Street (or any of its affiliates) which constitutes negligence,
reckless misconduct, willful malfeasance, or lack of good faith in fulfilling
the terms and obligations of this Agreement; provided, however, that State
Street shall not be required to provide indemnification for damages arising
from errors caused by inaccurate prices received from independent pricing
services and reasonably relied upon by State Street. In the event that State
Street is required to provide indemnification under this Section XI, its
liability shall be limited as described under Section XII below. The
remedies provided in this paragraph are not exclusive of or limit any other
remedies that may be available to the Trust or any other State Street
Indemnified Person.
The indemnification and limitation of liability contained herein shall
survive the termination of this Agreement.
XII. EXCLUSIVE REMEDY
State Street's total cumulative liability under this Agreement for all of the
Trusts in the aggregate during any calendar year shall be limited to actual
or direct damage up to the aggregate amount of two (2) times the fees earned
by State Street under Section XV hereunder during the calendar year (or
annualized period) preceding the event giving rise to liability.
XIII. SERVICES NOT EXCLUSIVE
The services of State Street to the Trust are not to be deemed exclusive and
State Street shall be free to render similar services to others. State
Street shall be deemed to be an independent contractor and shall, unless
otherwise expressly provided herein or authorized by the Trust from time to
time, have no authority to act or represent the Trust in any way or otherwise
be deemed an agent of the Trust.
XIV. TERM; TERMINATION; AMENDMENT
A. Term. This Agreement shall become effective on the date first
written above and shall remain in full force and effect for a period of two
(2) years from the effective date (the "Initial Term") and shall
automatically continue in full force and effect after such Initial Term
unless either party terminates this Agreement by written notice to the other
party at least six (6) months prior to the expiration of the Initial Term.
B. Termination. Either party may terminate this Agreement at any
time after the Initial Term upon at least six (6) months' prior written
notice to the other party. Termination of this Agreement with respect to any
given Portfolio shall in no way affect the continued validity of this
Agreement with respect to any other Portfolio. Upon termination of this
Agreement, the Trust shall pay to State Street such compensation and any
reimbursable expenses as may be due under the terms hereof as of the date of
such termination, including reasonable out-of-pocket expenses associated with
such termination.
C. Amendment. This Agreement may be modified or amended from time to
time by the mutual agreement of the parties hereto. No amendment to this
Agreement shall be effective unless it is in writing and signed by a duly
authorized representative of each party. The term "Agreement", as used
herein, includes all schedules and attachments hereto and any future written
amendments, modifications, or supplements made in accordance herewith.
XV. FEES, EXPENSES and EXPENSE REIMBURSEMENT
State Street shall receive from the Trust such compensation for its services
provided pursuant to this Agreement as may be agreed to from time to time in
a written fee schedule approved by the parties. In the event of substantial
change in the mix of types of Portfolios or in the event of new types of
Portfolios offered by the Trust or modifications or changes to the service
delivery requirements, the parties shall review the existing fee structure
and an appropriate adjustment to the fee, if any, shall be negotiated by the
parties within ninety (90) days. The fees are accrued daily and billed
monthly and shall be due and payable upon receipt of the invoice. Upon the
termination of this Agreement before the end of any month, the fee for the
part of the month before such termination shall be prorated according to the
proportion which such part bears to the full monthly period and shall be
payable upon the date of termination of this Agreement. In addition, the
Trust shall reimburse State Street for its out-of-pocket costs and expenses
incurred in connection with this Agreement with respect to reasonable
attorney's fees incurred by State Street to collect any charges due under
this Agreement.
The Trust agrees to promptly reimburse State Street for any equipment and
supplies specially ordered by or for the Trust (with the Trust's consent)
through State Street and for any other expenses not contemplated by this
Agreement that State Street may incur on the Trust's behalf at the Trust's
request and with the Trust's consent.
Each party will bear all expenses that are incurred in its operation and not
specifically assumed by the other party. Expenses to be borne by the Trust
include, but are not limited to: Organization expenses; cost of services of
independent accountants and outside legal and tax counsel (including such
counsel's review of the Trust's registration statement, proxy materials,
federal and state tax qualification as a regulated investment company and
other reports and materials prepared by State Street under this Agreement);
cost of any services contracted for by the Trust directly from parties other
than State Street; cost of trading operations and brokerage fees, commissions
and transfer taxes in connection with the purchase and sale of securities for
the Trust; investment advisory fees; taxes, insurance premiums and other fees
and expenses applicable to its operation; costs incidental to any meetings of
shareholders including, but not limited to, legal and accounting fees, proxy
filing fees and the costs of preparation, printing and mailing of any proxy
materials; costs incidental to Board meetings, including fees and expenses of
Board members; the salary and expenses of any officer, director/trustee or
employee of the Trust; costs incidental to the preparation, printing and
distribution of the Trust's registration statements and any amendments
thereto and shareholder reports; cost of typesetting and printing of
prospectuses; cost of preparation and filing of the Trust's tax returns, Form
N-1A or N-2, Form N-14 and Form N-SAR, and all notices, registrations and
amendments associated with applicable federal and state tax and securities
laws; fidelity bond and directors' and officers' liability insurance; and
cost of independent pricing services used in computing the Trust's NAV.
State Street is authorized to and may employ or associate with such person or
persons as it may deem desirable to assist it in performing its duties under
this Agreement; provided, however, that the compensation of such person or
persons shall be paid by State Street and State Street shall be as fully
responsible to the Trust for the acts and omissions of any such person or
persons as it is for its own acts and omissions.
XVI. ASSIGNMENT; SUCCESSOR AGENT
A. Assignment. This Agreement shall not be assigned by either party
without the prior written consent of the other party, except that either
party may assign to a successor all of or a substantial portion of its
business, or to a party controlling, controlled by, or under common control
with such party.
B. Successor Agent. This Agreement shall be binding on and shall inure
to the benefit of each party and to their successors and permitted assigns.
If a successor agent for the Trust shall be appointed by the Trust, State
Street shall upon termination deliver to such successor agent all properties
of the Trust held by it hereunder.
In the event that no written order designating a successor agent or Proper
Instructions shall have been delivered to State Street on or before the date
when such termination shall become effective, then State Street shall have
the right to deliver to a bank or trust company, which is a "bank" as defined
in the 1940 Act, of its own selection, having an aggregate capital, surplus,
and undivided profits, as shown by its last published report, of not less
than $100,000,000, all properties held by State Street under this Agreement.
Thereafter, such bank or trust company shall be the successor of State Street
under this Agreement.
XVII. ENTIRE AGREEMENT
This Agreement (including all schedules and attachments hereto) constitutes
the entire Agreement between the parties with respect to the subject matter
hereof and terminates and supersedes all prior agreements, representations,
warranties, commitments, statements, negotiations and undertakings with
respect to such services to be performed hereunder whether oral or in writing.
XXIII. WAIVER
The failure of a party to insist upon strict adherence to any term of this
Agreement on any occasion shall not be considered a waiver nor shall it
deprive such party of the right thereafter to insist upon strict adherence to
that term or any term of this Agreement. Any waiver must be in writing
signed by the waiving party.
XIX. HEADINGS NOT CONTROLLING
Headings used in this Agreement are for reference purposes only and shall not
be deemed a part of this Agreement.
XX. SURVIVAL
After expiration or termination of this Agreement, all provisions relating to
payment (Section XV and the fee schedule) shall survive until completion of
required payments. In addition, all provisions regarding termination
(Section XIV), indemnification, warranty, liability and limits thereon
(Section XI and Section XII) shall survive, unless and until the expiration
of any time period specified elsewhere in this Agreement with respect to the
provision in question.
XXI. SEVERABILITY
In the event any provision of this Agreement is held illegal, invalid, void
or unenforceable, the balance shall remain in effect, and if any provision is
inapplicable to any person or circumstance it shall nevertheless remain
applicable to all other persons and circumstances.
XXII. GOVERNING LAW; JURISDICTION
This Agreement shall be deemed to have been made in The Commonwealth of
Massachusetts and shall be governed by and construed under and in accordance
with the laws of The Commonwealth of Massachusetts without giving effect to
its conflict of laws principles and rules. The parties agree that any
dispute arising herefrom shall be subject to the exclusive jurisdiction of
courts sitting in The Commonwealth of Massachusetts.
XXIII. 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 of such reproduction shall likewise be
admissible in evidence.
XXIV. REMOTE ACCESS SERVICES ADDENDUM
State Street and the Trust agree to be bound by the terms of the Remote
Access Services Addendum attached hereto.
XXV. MISCELLANEOUS
The execution and delivery of this Agreement have been authorized by the
Board of the Trust and signed by an authorized officer of the Trust, acting
as such, and neither such authorization by the Board nor such execution and
delivery by such officer shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, and the
obligations of this Agreement are not binding upon any member of the Board or
shareholders of the Trust, but bind only the property of the Trust, or
Portfolio, as provided in the organizational documents.
Each party agrees to promptly sign all documents and take any additional
actions reasonably requested by the other to accomplish the purposes of
this Agreement.
[Remainder of Page Intentionally Blank]
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
STATE STREET BANK AND TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (12/29/03)
II. Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
III. Title: Senior Vice President
INVESTMENT COMPANIES
(Listed on Exhibit A hereto)
IV. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇. Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
VI. Title: Senior Vice President - Treasurer
EXHIBIT A
To the Financial Administration and Accounting Services Agreement
(revised as of 6/30/04)
FUNDS
FUND NAME
Capital Preservation Fund
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Money Market Fund
Federated Adjustable Rate Securities Fund
Federated American Leaders Fund, Inc.
Federated Equity Income Fund, Inc.
Federated GNMA Trust
Federated Government Income Securities, Inc.
Federated High Income Bond Fund, Inc.
Federated High Yield Trust
Federated Income Trust
Federated Limited Duration Government Fund
Federated Municipal Opportunities Fund, Inc.
Federated Municipal Securities Fund, Inc.
Federated Short-Term Municipal Trust
Federated Stock & Bond Fund, Inc.
Federated Stock Trust
Federated Total Return Government Bond Fund
Federated U.S. Government Securities Fund: 1-3 Years
Federated U.S. Government Securities Fund: 2-5 Years
Federated U.S. Government Bond Fund
Cash Trust Series, Inc.:
Government Cash Series
Municipal Cash Series
Prime Cash Series
Treasury Cash Series
Cash Trust Series II:
Municipal Cash Series II
Treasury Cash Series II
Federated Core Trust:
Federated Mortgage Core Portfolio
High Yield Bond Portfolio
Federated Core Trust II, LP:
Capital Appreciation Core Fund
Emerging Markets Fixed Income Core Fund*
Mortgage Core Fund
Federated Equity Funds:
Federated Capital Appreciation Fund
Federated ▇▇▇▇▇▇▇▇ Fund
Federated ▇▇▇▇▇▇▇▇ Small Cap Fund
Federated Large Cap Growth Fund
Federated Market Opportunity Fund
Federated Mid-Cap Growth Strategies Fund
Federated Technology Fund
Federated Fixed Income Securities, Inc.:
Federated Limited Term Fund
Federated Limited Term Municipal Fund
Federated Municipal Ultrashort Fund
Federated Strategic Income Fund
Federated Income Securities Trust:
Federated Capital Income Fund
Federated Fund for US Government Securities
Federated Intermediate Corporate Bond Fund
Federated Muni and Stock Advantage Fund
Federated Short-Term Income Fund
Federated Index Trust:
Federated Max-Cap Index Fund
Federated Mid-Cap Index Fund
Federated Mini-Cap Index Fund
Federated Institutional Trust:
Federated Government Ultrashort Duration Fund
Federated Institutional High Yield Bond Fund
Federated Insurance Series:
Federated American Leader Fund II
Federated Capital Appreciation Fund II
Federated Capital Income Fund II
Federated Equity Income Fund II
Federated Fund for U.S. Government Securities II
Federated Growth Strategies Fund II
Federated High Income Bond Fund II
Federated International Equity Fund II*
Federated ▇▇▇▇▇▇▇▇ Fund II
Federated Prime Money Fund II
Federated Quality Bond Fund II
Federated Total Return Bond Fund II
Federated International Series Inc.:*
Federated International Bond Fund
Federated International Equity Fund
Federated Investment Series Funds, Inc.:
Federated Bond Fund
Federated Managed Allocation Portfolios:
Federated Conservative Allocation Fund
Federated Growth Allocation Fund
Federated Moderate Allocation Fund
Federated Municipal Securities Income Trust:
Federated California Municipal Income Fund
Federated Michigan Intermediate Municipal Trust
Federated New York Municipal Income Fund
Federated North Carolina Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Vermont Municipal Income Fund
Federated Premier Municipal Income:
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Total Return Series, Inc.:
Federated Limited Duration Fund
Federated Mortgage Fund
Federated Total Return Bond Fund
Federated Ultrashort Bond Fund
Federated World Investment Series, Inc.:*
Federated European Equity Fund
Federated Global Equity Fund
Federated Global Value Fund
Federated International Capital Appreciation Fund
Federated International High Income Fund
Federated International Small Company Fund
Federated International Value Fund
Intermediate Municipal Trust:
Federated Intermediate Municipal Trust
Money Market Obligations Trust:
Alabama Municipal Cash Trust
Arizona Municipal Cash Trust
Automated Cash Management Trust
Automated Government Cash Reserves
Automated Government Money Trust
Automated Treasury Cash Reserves
California Municipal Cash Trust
Connecticut Municipal Cash Trust
Federated Master Trust
Federated Short-Term U.S. Government Trust
Federated Tax-Free Trust
Florida Municipal Cash Trust
Georgia Municipal Cash Trust
Government Obligations Fund
Government Obligations Tax-Managed Fund
Liberty U.S. Government Money Market Trust
Liquid Cash Trust
Maryland Municipal Cash Trust
Massachusetts Municipal Cash Trust
Michigan Municipal Cash Trust
Minnesota Municipal Cash Trust
Money Market Management
Money Market Trust
Municipal Obligations Fund
New Jersey Municipal Cash Trust
New York Municipal Cash Trust
North Carolina Municipal Cash Trust
Ohio Municipal Cash Trust
Pennsylvania Municipal Cash Trust
Prime Cash Obligations Fund
Prime Management Obligations Fund
Prime Obligations Fund
Prime Value Obligations Fund
Tax-Free Instruments Trust
Tax-Free Obligations Fund
Treasury Obligations Fund
Trust for Government Cash Reserves
Trust for Short Term U.S. Government Securities
Trust for U.S. Treasury Obligations
U.S. Treasury Cash Reserves
Virginia Municipal Cash Trust
*As of the date of this Agreement, the Trust has provided proper notice under
Section XIV.B of the Agreement that the Agreement may be terminated solely
with respect to such Trust by May 31, 2004.