Exhibit (h) (iii) under Form N-1A
Exhibit 10 under Item 601/ Reg. S-K
AGREEMENT
for
TRANSFER AGENCY SERVICES
This AGREEMENT is made as of June 1, 2002, between Federated Services
Company, a Pennsylvania corporation having its principal office and place
of business at Federated Investors Tower, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ("Federated") and Golden Oak(R) Family of Funds
("Investment Company"), a Delaware business trust having its principal
office and place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Investment Company is entering into this
Agreement on behalf of (and legally binds) its portfolios now existing or
hereafter created, which shall be listed in the attached Investment Company
Exhibit and revised from time to time (each such portfolio, including any
classes of shares, a "Fund" and collectively the "Funds"). Federated is
entering into this Agreement on behalf of itself and any of its
subsidiaries with which it may subcontract under this Agreement.
Investment Company and Federated may be individually and collectively
referred to as a "Party" or "Parties."
WHEREAS, the Investment Company is registered as an open-end management
investment company under the Investment Company Act of 1940 (the
"1940 Act"), with authorized and issued shares of beneficial interest
("Shares"), each of which may be designated or divided into one or more
classes ("Class" or "Classes");
WHEREAS, the Investment Company desires to appoint Federated as transfer
agent and dividend disbursing agent to provide the Transfer Agency Services
described in this Agreement, and Federated desires to provide such services
in return for the compensation identified in this Agreement and the related
Transfer Agency Services Fee Exhibit; and
NOW THEREFORE, in consideration of the promises and mutual covenants
contained in this Agreement, and intending to be legally bound, the Parties
agree to the following:
Article 1. Appointment as Transfer Agent.
The Investment Company appoints Federated to act as Transfer Agent, and
Federated accept such appointment under the terms of this Agreement. As
detailed below, the role of Transfer Agent includes transfer agent and
dividend disbursing agent for Fund Shares, as well as agent in connection
with any accumulation, open-account or similar plans provided to Fund
shareholders, and any periodic investment plan or periodic withdrawal
program. Federated shall be held to a standard of reasonable care in
carrying out the provisions of this Agreement.
Article 2. Federated's Duties as Transfer Agent.
Federated shall perform the following services in accordance with Proper
Instructions provided from time to time by the Investment Company:
A. Purchases
(1) Federated shall receive orders and payment for the purchase
of Shares and promptly deliver payment and appropriate
documentation therefore to a Fund's Custodian. Federated
shall notify a Fund and the Custodian of the total amount of
Share orders and payments so delivered on each business day
of a Fund.
(2) Pursuant to purchase orders and in accordance with a Fund's
Prospectus (as defined below), Federated shall compute and
issue the appropriate number of Shares and hold such Shares
in the appropriate Fund shareholder accounts.
(3) If a check or other purchase order for Shares is returned
unpaid for any reason, Federated shall: (i) debit the Fund
shareholder account by the number of Shares that had been
credited to such account upon receipt of the check or other
purchase order; (ii) promptly transmit a debit advice to the
Fund shareholder; and (iii) notify the relevant Fund of these
actions. The relevant Fund or its distributor will reimburse
Federated for any shortfall between the amount paid for the
Shares and the redemption proceeds of such Shares plus
dividends.
B. Distribution
(1) The Investment Company shall promptly notify Federated of the
declaration of any shareholder distribution (including
dividends, gains or return of capital), and Federated shall
act as Dividend Disbursing Agent for each Fund in accordance
with the provisions of the Charter Documents (as defined
below), the Prospectus and any Proper Instructions. Federated
shall prepare and transmit or (where appropriate) credit to
Fund shareholder accounts any income, capital gain, or other
payments to such shareholders (including reinvesting such
payments and crediting additional Shares to the account if
the shareholder so directed). As the Dividend Disbursing
Agent, Federated shall, on or before the payment date of any
such distribution, notify the Custodian of the estimated
amount required to pay any portion of said distribution that
is payable in cash and request the Custodian to make
available sufficient funds for the cash amount to be paid
out. On each Fund business day, Federated shall reconcile
with the Custodian the amounts so requested and the amounts
actually received.
(2) Federated shall maintain records of each Fund shareholder
account and advise the Investment Company, its Funds and its
shareholders as to the foregoing.
C. Redemptions and Transfers
(1) Federated shall receive Share redemption requests and directions and,
if such redemption requests comply with the procedures as may be
described in a Fund's Prospectus or set forth in Proper
Instructions, deliver the appropriate instructions therefor to
the Custodian. On each Fund business day, Federated shall notify
the Funds of the total amount of redemption requests processed
and monies paid to Federated by the Custodian for redemptions.
(2) After receiving redemption proceeds from the Custodian, Federated shall
pay or cause to be paid the Share redemption proceeds according
to instructions of the redeeming Fund shareholder, procedures
described in a Fund's Prospectus, or Proper Instructions.
(3) If a Share redemption or other similar request does not comply with a
Fund's procedures, Federated shall promptly notify the Fund
shareholder of such fact and the reason therefor. Upon
compliance with a Fund's redemption procedures, Federated will
then process such redemption at the next determined next asset
value, subject to any applicable sales charges.
(4) Federated shall effect transfers of Shares by the registered owners
thereof.
(5) Federated shall identify and process abandoned accounts and uncashed
checks for state escheat requirements on an annual basis and
report such actions to the Funds.
D. Recordkeeping
(1) Federated shall record the issuance of Shares, and maintain pursuant to
applicable Securities and Exchange Commission ("SEC") rules a
record of the total number of authorized Fund Shares, based
upon data the Investment Company provides to Federated, as well
as Shares issued and outstanding. Federated shall provide the
Investment Company on a regular basis or upon reasonable
request with the total number of authorized Shares that are
issued and outstanding. Other than recording the issuance of
Shares or as otherwise set forth herein, the Investment Company
(and not Federated) has the responsibility to monitor the
issuance of such Shares or to take cognizance of any laws
relating to the issue or sale of such Shares. Pursuant to
information in each Fund's Prospectus or other information or
Proper Instructions, Federated may sub-divide any Fund into
Classes or other sub-components for recordkeeping purposes.
(2) Federated shall establish and maintain records pursuant to applicable
SEC rules relating to the Transfer Agency Services that
Federated performs under this Agreement and in the form and
manner agreed to by the Investment Company. Such records shall
include the following for each Fund shareholder account:
(a) Name, address and tax identification number (and
whether such number has been certified);
(b) Number of Shares held;
(c) Historical information regarding the account, including
dividends paid and date and price for all transactions;
(d) Any stop or restraining order placed against the
account;
(e) Information with respect to withholding in the case of
a foreign account or an account for which Internal
Revenue Code withholding is required;
(f) Any dividend reinvestment order, plan application,
dividend address and correspondence relating to the
current account maintenance; and
(g) Any information required for Federated to perform the
calculations contemplated or required by this Agreement.
E. Confirmations/Reports
(1) Federated shall periodically furnish each Fund with the
following information:
(a) A copy of the transaction register;
(b) Dividend and reinvestment blotters;
(c) The total number of Shares issued and outstanding in
each state for "blue sky" purposes as determined
according to Proper Instructions;
(d) Fund shareholder lists and statistical information;
(e) Payments to third parties relating to distribution
agreements, allocations of sales loads, redemption
fees, or other transaction- or sales-related payments;
and
(f) Such other information as the Parties may agree upon
from time to time.
(2) Federated shall prepare, file with the Internal Revenue
Service and appropriate state agencies, and (if required)
transmit to Fund shareholders, such notices for reporting
dividends and distributions paid and shall withhold such
sums, all in conformance with applicable federal and state
income tax laws, rules and regulations.
(3) In addition to and not in lieu of the services set forth
above, Federated shall:
(a) Perform the customary services of a transfer agent,
dividend disbursing agent and, as relevant, agent in
connection with accumulation, open-account or similar
plans (including without limitation any periodic
investment plan or periodic withdrawal program). Such
services include maintaining Fund shareholder accounts,
transmitting Fund shareholder reports and Prospectuses
to current shareholders, withholding taxes on accounts
subject to back-up or other withholding (including
non-resident alien accounts), preparing and filing
reports on U.S. Treasury Department Form 1099 and other
appropriate forms required by federal authorities with
respect to Share dividends and distributions to
shareholders, preparing and transmitting confirmation
forms and statements of account to shareholders for
Share purchases and redemptions and other confirmable
transactions in Fund shareholder accounts, preparing
and transmitting activity statements for Fund
shareholders, and providing Fund shareholder account
information; and
(b) provide a system that will enable the Investment
Company to monitor the total number of Shares (by Fund
and Class) sold in each state ("blue sky reporting").
The Fund shall issue Proper Instructions to Federated
to: (i) identify those transactions and assets to be
treated as exempt from blue sky reporting for each
state and (ii) verify the classification of
transactions for each state on the system prior to
activation and thereafter monitor the daily activity
for each state. Federated's responsibility for state
blue sky registration status is limited solely to
recording the initial classification of transactions
and accounts regarding blue sky compliance, and
reporting such transactions and accounts to the
Investment Company as provided above.
F. Other Duties
(1) Federated shall answer correspondence from Fund shareholders
relating to their Share accounts and such other
correspondence as may from time to time be addressed to
Federated;
(2) Federated shall prepare Fund shareholder meeting lists;
transmit proxy cards and other material the Investment
Company supplies in connection with its shareholder meetings;
receive, examine and tabulate returned proxies, and certify
the shareholder vote; and
(3) Federated shall establish and maintain facilities and
procedures for any safekeeping of stock certificates, check
forms and facsimile signature imprinting devices; and for the
preparation or use, and for keeping account of, such
certificates, forms and devices.
"Transfer Agency Services" refers to the foregoing and any
additional services that Federated agrees in writing to perform for
the Investment Company under this Agreement.
Article 3. Common Personnel.
Any person (even though also a Federated officer, director, trustee,
partner, employee or agent) who may be or become an Investment Company
officer, trustee, partner, employee or agent, shall be deemed, when rendering
services to the Investment Company or acting on any Investment Company
business (other than services or business in connection with Federated's
duties hereunder) to be rendering such services to or acting solely for the
Investment Company and not as a Federated officer, director, trustee,
partner, employee or agent or one under the control or direction of Federated
even though paid by Federated.
Article 4. Proper Instructions.
As used throughout this Agreement, a "Proper Instruction" means written
instructions identifying the specific transaction or types of transactions
involved that is signed or initialed by one or more person or persons
authorized by the Investment Company's Board of Trustees ("Board"). Oral
instructions are deemed Proper Instructions if (a) Federated reasonably
believes they have been given by a person previously authorized in writing to
give such oral instructions with respect to the transaction involved, and (b)
the Investment Company and Federated promptly cause such oral instructions to
be confirmed in writing. Proper Instructions may include communications
effected directly between electro-mechanical or electronic devices provided
that the Investment Company and Federated are satisfied that such procedures
afford adequate safeguards for the Funds' assets. Proper Instructions may
only be amended in writing.
Article 5. Investment Company Books, Records and Property.
Federated shall create, maintain and preserve all necessary books and
records in accordance with all applicable laws, rules and regulations,
including but not limited to records required by Section 31(a) of, and
Rule 31a-2 under, the 1940 Act pertaining to the Transfer Agency Services
that Federated performs and which are not otherwise created, maintained and
preserved by another party for the Investment Company. Such books and
records shall be the Investment Company's property.
The Investment Company or its authorized representatives may inspect
such books and records at Federated's premises during its normal business
hours. At the Investment Company's request or pursuant to Proper
Instructions, Federated will promptly provide copies of any such books and
records to the Investment Company or its authorized representatives at the
Investment Company's expense.
Upon the expiration of this Agreement and pursuant to Proper
Instructions, Federated will turn over to the Investment Company and cease
to retain in Federated's files, those Investment Company books, records and
documents that Federated created and maintained under this Agreement,
provided that Federated is reimbursed for all payments and expenses due and
remaining under this Agreement, and further provided that such books and
records are no longer needed by Federated in performing its services or for
its protection. Absent Proper Instructions regarding the delivery of
Investment Company's books and records, Federated may deliver them to the
Investment Company's principal place of business or retain them for six
years, during the first two years of which such documents will be in
readily accessible form. Any books and records in Federated's possession
beyond that time period may be destroyed without further notice. In
addition, Federated has 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 $2,000,000, all Investment Company
property (including books, records and documents) that Federated held under
this Agreement.
Federated agrees to maintain the security and confidentiality of
nonpublic personal information ("NPI") of Fund customers and consumers, as
those terms are defined in SEC's ▇▇▇▇▇▇▇▇▇▇ ▇-▇, ▇▇ ▇▇▇ Part 248.
Federated agrees to use and redisclose such NPI for the limited purposes of
processing and servicing transactions; for specified law enforcement and
miscellaneous purposes; and to service providers or in connection with
joint marketing arrangements directed by the Investment Company, in each
instance in furtherance of fulfilling Federated's obligations under this
Agreement and consistent with the exceptions provided in
17 CFR Sections 248.14, 248.15 and 248.13, respectively.
Article 6. Compensation and Expenses.
As compensation for services under this Agreement, the Investment
Company shall compensate Federated in accordance with the schedule of fees
and expenses outlined in the Agreement's Transfer Agency Services Exhibit,
and such other provisions provided in this Agreement. Any fee exhibits
shall be dated and executed by a duly authorized officer of the Investment
Company and Federated. Any amendments or adjustments to these fee exhibits
shall be in writing and similarly executed. However, from time to time in
its sole discretion, Federated may waive all or a portion of such
compensation it is entitled to receive under this Agreement. All rights of
compensation shall survive the termination of this Agreement.
Any compensation payable to Federated (other than account level fees)
shall be prorated for periods of less than a month, and shall be calculated
with references to a Fund's assets as determined in the time and manner
specified in each Fund's Prospectus.
The Investment Company will accrue daily and pay Federated monthly (or
daily at Federated's request) all compensation and out of pocket expenses
contemplated under this Agreement. Out-of-pocket expenses include but are
not limited to postage (including overnight courier service), statement
stock, envelopes, telephones, telecommunication charges (including Fax and
dedicated line charges), VRU application, 12b-1 processing fees, travel,
duplicating, forms, supplies, microfiche, computer access charges, client
specific enhancements, customized programming and reporting, access to the
shareholder recordkeeping system, disaster recovery, closed account fees,
processing fees (including check encoding), and expenses incurred at the
specific direction of the fund. Postage for mass mailings is due seven
days in advance of the mailing date. Out-of-pocket disbursements shall
also include such other items agreed upon between the Parties from time to
time. The Investment Company will reimburse Federated for any non-routine
expenses (reasonable or otherwise) it incurs at the Investment Company's
request or consent or if the expenses are not normally associated with
performing Transfer Agency Services. Federated will maintain detailed
information about such compensation and out of pocket expenses.
Federated shall be responsible for expenses incurred in providing office
space, equipment, and personnel as may be necessary or convenient to
provide the Transfer Agency Services to the Investment Company, including
the compensation of Federated employees who serve as Investment Company
trustees or officers. Unless the Agreement explicitly provides to the
contrary, the Investment Company shall be solely responsible, and shall
promptly reimburse Federated, for all expenses Federated incurs on the
Investment Company's behalf, including without limitation fees and expenses
related to: postage and courier services; printing, document production,
registration and filings; travel; outside counsel, independent auditors, or
other professional services; organization of the Investment Company and its
Funds; insurance coverage; interest; membership in trade organizations;
compensation of persons who are not Federated's employees; custody, fund
accounting, investment advisory, and other service providers; brokerage
services; taxes; Board members; fees payable to federal, state and other
governmental agencies; and all other expenses properly payable by the
Investment Company.
Article 7. Documents.
A. On or before the execution of this Agreement, the Investment
Company shall provide Federated with the following documents:
(1) A copy of the Investment Company's governing documents and any
amendments thereto, including the Declaration of Trust and
By-Laws (which has already been prepared and filed)
(collectively, the "Charter Documents");
(2) A copy of the Board resolution authorizing this Agreement;
(3) Printed documentation from the recordkeeping system representing any
outstanding Share certificates;
(4) All account application forms and other documents relating to Fund
shareholders accounts; and
(5) A copy of the registration statements for the Investment Company and
its Shares, including any prospectus and statement of additional
information ("Prospectus"), and any and all amendments and
supplements thereto ("Registration Statement").
.
B. From time to time, the Investment Company will furnish Federated
with the following documents:
(1) Each resolution Board authorizing the original issuance of
Shares;
(2) The Investment Company's Registration Statement and related
amendments as filed with the SEC, and orders regarding the
sale of Shares;
(3) A certified copy of each amendment to the Charter Documents;
(4) Certified copies of each Board vote authorizing Investment
Company officers to give Proper Instructions; and
(5) Such other certifications, documents or opinions that
Federated may, in its discretion, deem necessary or
appropriate to properly perform its duties under this
Agreement.
Article 8. Representations and Warranties.
A. Representations and Warranties of Federated
Federated represents and warrants to the Investment Company that:
(1) It is a corporation duly organized, existing and in good
standing under the laws of the Commonwealth of Pennsylvania;
(2) It is duly qualified to carry on its business in each
jurisdiction where the nature of its business requires such
qualification;
(3) It is empowered under applicable laws, its organizational
documents and company proceedings to enter into and perform
this Agreement;
(4) It has and will have access to the necessary facilities,
equipment and personnel to perform its duties and obligations
under this Agreement; and
(5) It is in compliance with federal securities law requirements
and is in good standing to serve as a transfer agent (either
directly or through its subsidiary, Federated Shareholder
Services Company) under this Agreement.
B. Representations and Warranties of the Investment Company
The Investment Company represents and warrants to Federated that:
(1) It is an investment company duly organized, existing and in
good standing under the laws of its state of organization;
(2) It is empowered under applicable laws, by its Charter
Documents and company proceedings to enter into and perform
its obligations under this Agreement;
(3) It is an open-end investment company registered under the
1940 Act; and
(4) A registration statement under the Securities Act of 1933
(the "1933 Act") and 1940 Act is or will be effective, and
appropriate authorizations for state securities law filings
have been made and will continue to be made, with respect to
all Shares being offered for sale.
Article 9. Investment Company's Responsibilities.
The Investment Company shall be solely responsible for the preparation,
contents and distribution of a Fund's offering document and its
Registration Statement and for complying with all applicable requirements
of the 1933 Act, the 1940 Act, the Internal Revenue Code, and any other
laws, rules and regulations of government authorities having jurisdiction.
The Investment Company will promptly notify Federated of the declaration of
any distributions for a Fund.
Article 10. Federated's Responsibility.
Federated shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Investment Company in connection with
the matters to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith or negligence on Federated's part in the
performance of its duties, or from reckless disregard by it of its
obligations and duties under this Agreement.
Article 11. Assignment.
Except as provided below, neither this Agreement nor any of the rights or
obligations under this Agreement may be assigned by either Party without the
written consent of the other Party.
A. Either Party may assign all of or a substantial portion of its
business to a successor, or to a party controlling, controlled by, or
under common control with such Party upon prior written notice. This
Agreement shall inure to the benefit of and be binding upon the
Parties and their respective permitted successors and assigns.
B. Without further consent of the Investment Company, Federated may
subcontract for the performance of Transfer Agency Services with
(1) its subsidiary, Federated Shareholder Service Company, a
Delaware business trust duly registered as a transfer agent
pursuant to Section 17A(c)(1) of the Securities Exchange Act of
1934, or any succeeding statute ("Section 17A(c)(1)"); or
(2) such other transfer agent duly registered under Section 17A(c)(1) as
Federated shall select, provided that Federated provides
written notice to the Investment Company within 30 days after
entering into such subcontract.
Federated shall be held to the same level of responsibility and
liability to the Investment Company for this subcontractor's acts and
omissions.
C. Without further consent of the Investment Company, Federated may
subcontract for the performance of blue sky registration and
reporting. Federated shall be held to the same level of
responsibility and liability to the Investment Company for this
subcontractor's acts and omissions.
D. Upon Proper Instructions from the Investment Company, Federated will
subcontract for the performance of services under this Agreement with
an agent selected by the Investment Company, other than as described
in B. and C. above; but Federated is not responsible for the acts and
omissions of such agent.
Article 12. Indemnification.
A. Indemnification by Investment Company
Federated shall not be responsible for and the Investment Company
or Fund shall indemnify and hold harmless Federated, including its
affiliates and all their officers, directors, trustees, employees,
shareholders and agents against any and all losses, damages, costs,
charges, counsel fees, payments, expenses and liabilities arising
out of or attributable to:
(1) The acts or omissions of any entity that contracts with
and/or provides services to the Investment Company (including
any adviser, sub-adviser, custodian, fund accountant,
administrator other than Federated) other than a
subcontractor Federated selects under Article 11.B. or 11.C.
(2) The reliance on or use by Federated or its agents or
subcontractors of information, records and documents in
proper form which
(a) are received by Federated or its agents or
subcontractors and furnished to them by or on behalf of
the Investment Company, its shareholders or investors
regarding the purchase, redemption or transfer of
Shares and Fund shareholder account information;
(b) are received by Federated or its agents or
subcontractors from advisers, sub-advisers, custodian,
fund accountant, administrators, or other third parties
contracted by or approved by the Investment Company or
Fund for use in the performance of services under this
Agreement; or
(c) have been prepared and/or maintained by the Investment
Company or its affiliates or any other person or firm
on behalf of the Investment Company.
(3) The reliance on, or the carrying out by Federated or its
agents or subcontractors, of Proper Instructions of the
Investment Company or a Fund.
(4) The offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations or the
securities laws or regulations of any state that such Shares
be registered in such state or in violation of any stop order
or other determination or ruling by any federal agency or any
state with respect to the offer or sale of such Shares in
such state.
Provided, however, that Federated shall not be protected by this
Article 12.A. from liability for any act or omission resulting from
Federated's willful misfeasance, bad faith, negligence or reckless
disregard of its duties.
B. Reliance
At any time Federated may apply to an Investment Company officer
for instructions, and may consult with legal counsel (who may be
counsel for the Investment Company) with respect to any matter
arising in connection with the services to be performed by
Federated under this Agreement, and Federated and its agents or
subcontractors shall not be liable and shall be indemnified by the
Investment Company or the appropriate Fund for any action
reasonably taken or omitted by it in good faith reliance upon such
instructions or upon the opinion of such counsel, provided such
action is not in clear violation of applicable federal or state
laws or regulations. Federated, its agents and subcontractors
shall be protected and indemnified in recognizing any stock
certificates which are reasonably believed to bear the proper
manual or facsimile signatures of the Investment Company officers,
and the proper countersignature of any former transfer agent or
registrar, or of a co-transfer agent or co-registrar.
C. Notification
The Party seeking indemnification under this Agreement ("Claimant")
shall use all reasonable care to promptly identify and notify the
Party against whom indemnification is or may be sought
("Indemnifier") concerning any situation that involves or probably
will involve a claim for indemnification, and shall advise the
Indemnifier of all pertinent facts and developments concerning such
situation. The Indemnifier has the option to defend Claimant
against any indemnifiable claim. If the Indemnifier elects to
defend the Claimant, Indemnifier must first notify Claimant before
taking over complete defense of the claim. Thereafter, Claimant
shall initiate no further legal or other expenses for which it
would seek indemnification under this Agreement. Further, the
Claimant shall not confess any claim or compromise any case for
which the Indemnifier would be obligated to indemnify Claimant
unless the Indemnifier gives prior written consent.
Article 13. Term and Termination of Agreement.
This services and compensation under this Agreement shall take effect on
June 1, 2002 and the Agreement shall continue through August 31, 2005
("Initial Term"). Thereafter, the Agreement will automatically renew for
successive twelve (12) month terms (a "Renewal Term") unless Federated
receives written notice of termination from the Investment Company no less
than ninety (90) days prior to the expiration of the Initial Term or a
Renewal Term. The termination date for all original or after-added Funds
that are, or become, covered under this Agreement shall be coterminous.
In addition, each Party reserves the right to immediately terminate this
Agreement upon giving written notice of: the dissolution or liquidation of
either Party or other cessation of business other than a merger,
reorganization or recapitalization, sale of all or substantially all of the
assets of such Party as an ongoing business, or other transaction designed
to defeat or frustrate the economic purposes and contractual obligations of
either Party under this Agreement; financial difficulties on the part of
either Party which is evidenced by the authorization or commencement of, or
involvement by way of pleading, answer, consent, or acquiescence in, a
voluntary or involuntary case under Title 11 of the United States Code, as
from time to time is in effect, or any applicable law, other than said
Title 11, of any jurisdiction relating to the liquidation or reorganization
of debtors or to the modification or alteration of the rights of creditors;
or a final, unappealable judicial, regulatory or administrative ruling or
order in which either Party has been found guilty of criminal behavior in
the conduct of its business.
If the Investment Company terminates this Agreement, it bears full
responsibility and will promptly reimburse Federated for its reasonable
out-of-pocket expenses associated with transferring or moving Investment
Company books, records and materials maintained by Federated under this
Agreement. Additionally, Federated reserves the right to charge for any
other reasonable expenses associated with such termination. The provisions
of Article 10. Federated's Responsibility and Article 12. Indemnification
shall survive this Agreement's termination.
Article 14. Notices.
Unless otherwise specifically provided herein, notices and other
writings shall be delivered or mailed postage prepaid to the Investment
Company at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇,
Attention: Secretary or to Federated Services Company at Federated
Investors Tower, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇,
Attention: Secretary, or to such other address as the Investment Company
or Federated may hereafter specify in writing, and shall be deemed to have
been properly delivered or given hereunder.
Article 15. Governing Law and Venue.
The laws of the Commonwealth of Pennsylvania shall govern the
construction and interpretation of this Agreement without regard to the
conflict of laws principle. The Parties irrevocably consent to the
jurisdiction and venue of any federal or state court in Allegheny County in
the Commonwealth of Pennsylvania, in connection with any action or
proceeding arising out of this Agreement. The Parties also irrevocably
waive the right to object to the venue of any court on the ground of forum
non conveniens.
Article 16. Amendments and Additional Provisions.
This Agreement may be amended or modified only by a written agreement
executed by the Parties. From time to time, Federated and the Investment
Company may agree on interpretive or additional provisions under this
Agreement that are consistent with the Agreement's operation and general
tenor and do not contravene any applicable federal or state regulations or
any provision of the Charter Documents. Any such interpretive or
additional provisions shall be written, signed by both Parties, and
attached to this Agreement, but shall not be deemed to be an amendment to
this Agreement.
Article 17. Counterparts.
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original.
Article 18. Merger of Agreement.
This Agreement constitutes the entire agreement between the Parties and
supersedes any prior oral or written agreement of the Parties.
Article 19. Severability.
In the event any provision of this Agreement is held illegal, void or
unenforceable, the balance of this Agreement shall remain in effect.
Article 20. Force Majeure.
Federated shall have no liability for cessation of services hereunder or
any damages resulting therefrom to the Investment Company as a result of
work stoppage, power or other mechanical failure, natural disaster,
governmental action, communication disruption or other impossibility of
performance.
Article 21. Limitations of Liability of Investment Company Trustees and
Shareholders.
The execution and delivery of this Agreement have been authorized by the
Investment Company Trustees and signed by an authorized Investment Company
officer, acting as such, and neither such authorization by these Trustees
nor such execution and delivery by such officer shall be deemed to have
been made by any of them individually or to impose any liability on any of
them personally, and the obligations of this Agreement are not binding upon
any of the Trustees or shareholders of the Investment Company, but bind
only the property of the individual Funds, or Class, as provided in the
Declaration of Trust.
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.
GOLDEN OAK(R) FAMILY OF FUNDS
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
FEDERATED SERVICES COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
INVESTMENT COMPANY EXHIBIT
Contract Date Golden Oak(R) Family of Funds
List of Portfolios/Classes
------------------------------------------------------------------------------
June 1, 2002 Golden Oak(R) Growth Portfolio
Class A Shares and Institutional Shares
June 1, 2002 Golden Oak(R) Intermediate-Term Income Portfolio
Class A Shares and Institutional Shares
June 1, 2002 Golden Oak(R) International Equity Portfolio
Class A Shares and Institutional Shares
June 1, 2002 Golden Oak(R) Michigan Tax Free Bond Portfolio
Class A Shares and Institutional Shares
June 1, 2002 Golden Oak(R) Prime Obligation Money Market Portfolio
Class A Shares and Institutional Shares
June 1, 2002 Golden Oak(R) Small Cap Value Portfolio
Class A Shares and Institutional Shares
June 1, 2002 Golden Oak(R) Value Portfolio
Class A Shares and Institutional Shares
TRANSFER AGENCY SERVICES FEE EXHIBIT
Annual Maintenance Charge
The Investment Company agrees to pay and Federated hereby agrees to accept as
full compensation for its Transfer Agency Services under this Agreement an
annual fee of $12,000 per CUSIP, plus the following annual account level
fees:
Transfer Agency Account Level Fees:
Account Fee* Annual account charge (includes system access
and funds control reconcilement)
o Daily dividend fund $24.00
o Non-daily dividend fund $18.00
o Closed Accounts $1.32
Other Account Fees* Services or features not covered above.
o Contingent deferred sales charge (monthly and quarterly funds only)
$5.00
* All account fees are annualized and will be prorated on a
monthly basis for billing purposes. A charge is made for an
account in the month that an account opens or closes.
IN WITNESS WHEREOF, the Parties hereto have caused this Transfer Agency
Services Fee Exhibit to be executed in their names and on their behalf by
and through their duly authorized officers, as of the day and year below.
Dated: June 1, 2002
GOLDEN OAK(R) FAMILY OF FUNDS
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
FEDERATED SERVICES COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President