Exhibit g(i) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
CUSTODIAN AGREEMENT
AGREEMENT dated as of July 13, 2001, between BANKERS TRUST COMPANY (the
"Custodian") and Federated Index Trust, a Massachusetts business trust (the
"Customer").
WHEREAS, the Customer may be organized with one or more series of shares,
each of which shall represent an interest in a separate portfolio of Securities
and Cash (each as hereinafter defined) (all such existing and additional series
now or hereafter listed on Exhibit A being hereafter referred to individually as
a "Portfolio" and collectively, as the "Portfolios");
WHEREAS, the Customer has appointed Federated Services Company as its agent
to select, negotiate and subcontract for custodian services from an approved
list of qualified banks; and
WHEREAS, Federated Services Company has recommended that the Customer
appoint the Custodian as custodian on behalf of the Portfolios under the terms
and conditions set forth in this Agreement, and the Custodian has agreed to so
act as custodian.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:
1. Employment of Custodian. The Customer hereby employs the Custodian as
custodian of all assets of each Portfolio which are delivered to and accepted by
the Custodian or any Subcustodian (as that term is defined in Section 4) (the
"Property") pursuant to the terms and conditions set forth herein. For purposes
of this Agreement, "delivery" of Property shall include the acquisition of a
security entitlement (as that term is defined in the New York Uniform Commercial
Code ("UCC")) with respect thereto. Without limitation, such Property shall
include stocks and other equity interests of every type, evidences of
indebtedness, other instruments representing same or rights or obligations to
receive, purchase, deliver or sell same and other non-cash investment property
of a Portfolio ("Securities") and cash from any source and in any currency
("Cash"), provided that the Custodian shall have the right, in its sole
discretion, to refuse to accept as Property any property of a Portfolio that the
Custodian considers not to be appropriate or in proper form for deposit for any
reason. The Custodian shall notify the Customer of any such refusal as soon as
reasonably practical. The Custodian shall not be responsible for any property of
a Portfolio held or received by the Customer or others and not delivered to the
Custodian or any Subcustodian.
2. Maintenance of Securities and Cash at Custodian and Subcustodian
Locations. Pursuant to Instructions, the Customer shall direct the Custodian to
(a) settle Securities transactions and maintain cash in the country or other
jurisdiction in which the principal trading market for such Securities is
located, where such Securities are to be presented for payment or where such
Securities are acquired and (b) maintain cash and cash equivalents in such
countries in amounts reasonably necessary to effect the Customer's transactions
in such Securities. Instructions to settle Securities transactions in any
country shall be deemed to authorize the holding of such Securities and Cash in
that country.
3. Custody Account. The Custodian agrees to establish and maintain one or
more custody accounts on its books each in the name of a Portfolio (each, an
"Account") for any and all Property from time to time delivered to and accepted
by the Custodian or any Subcustodian for the account of such Portfolio. Upon
delivery by the Customer to the Custodian of any acceptable Property belonging
to a Portfolio, the Customer shall, by Instructions (as hereinafter defined in
Section 15), specifically indicate which Portfolio such Property belongs or if
such Property belongs to more than one Portfolio shall allocate such Property to
the appropriate Portfolio, and the Custodian shall allocate such Property to the
Accounts in accordance with the Instructions. The Customer on behalf of each
Portfolio, acknowledges its responsibility as a principal for all of its
obligations to the Custodian arising under or in connection with this Agreement,
warrants its authority to deposit in the appropriate Account any Property
delivered therefor to the Custodian or a Subcustodian and to give, and authorize
others to give, instructions relative thereto. The Custodian may deliver
securities of the same quantity, issuer and class in place of those deposited in
or credited to the Account.
The Custodian shall hold, keep safe and protect as custodian for each
Account, on behalf of the Customer, all Property in such Account and, to the
extent such Property constitutes financial assets for purposes of the New York
UCC, shall maintain those financial assets in such Account as security
entitlements in favor of the Portfolio in whose name the Account is maintained.
All transactions, including, but not limited to, foreign exchange transactions,
involving the Property shall be executed or settled solely in accordance with
Instructions (which shall specifically reference the Account for which such
transaction is being settled), except that until the Custodian receives
Instructions to the contrary, the Custodian will:
(a) collect all interest and dividends and all other income and payments,
whether paid in cash or in kind, on the Property, as the same become
payable and credit the same to the appropriate Account;
(b) present for payment all Securities held in an Account which are
called, redeemed or retired or otherwise become payable and all
coupons and other income items which call for payment upon
presentation to the extent that the Custodian or Subcustodian is
actually aware of such opportunities and hold the cash received in
such Account pursuant to this Agreement;
(c) (i) exchange Securities where the exchange is purely ministerial
(including, without limitation, the exchange of temporary securities
for those in definitive form and the exchange of warrants, or other
documents of entitlement to securities, for the Securities themselves)
and (ii) when notification of a tender or exchange offer (other than
ministerial exchanges described in (i) above) is received for an
Account, endeavor to receive Instructions, provided that if such
Instructions are not received in time for the Custodian to take timely
action, no action shall be taken with respect thereto;
(d) whenever notification of a rights entitlement or a fractional interest
resulting from a rights issue, stock dividend or stock split is
received for an Account and such rights entitlement or fractional
interest bears an expiration date, if after endeavoring to obtain
Instructions such Instructions are not received in time for the
Custodian to take timely action or if actual notice of such actions
was received too late to seek Instructions, sell in the discretion of
the Custodian (which sale the Customer hereby authorizes the Custodian
to make) such rights entitlement or fractional interest and credit the
Account with the net proceeds of such sale;
(e) execute in the Customer's name for an Account, whenever the Custodian
deems it appropriate, such ownership and other certificates as may be
required to obtain the payment of income from the Property in such
Account;
(f) pay for each Account, any and all taxes and levies in the nature of
taxes imposed on interest, dividends or other similar income on the
Property in such Account by any governmental authority. In the event
there is insufficient Cash available in such Account to pay such taxes
and levies, the Custodian shall notify the Customer of the amount of
the shortfall and the Customer, at its option, may deposit additional
Cash in such Account or take steps to have sufficient Cash available.
The Customer agrees, when and if requested by the Custodian and
required in connection with the payment of any such taxes to cooperate
with the Custodian in furnishing information, executing documents or
otherwise; and
(g) appoint brokers and agents for any of the ministerial transactions
involving the Securities described in (a) - (f), including, without
limitation, affiliates of the Custodian or any Subcustodian.
4. Subcustodians and Securities Systems. The Customer authorizes and
instructs the Custodian to settle, clear and maintain the Property in each
Account directly in one of its U.S. branches or indirectly through custody
accounts which have been established by the Custodian with the following other
securities intermediaries: (a) another U.S. bank or trust company or branch
thereof located in the U.S. which is itself qualified under the Investment
Company Act of 1940, as amended ("1940 Act"), to act as custodian (which may or
may not be an affiliate of the Custodian)(individually, a "U.S. Subcustodian"),
or a U.S. securities depository or clearing agency or system in which the
Custodian or a U.S. Subcustodian participates (individually, a "U.S. Securities
System") or (b) one of its non-U.S. branches or majority-owned non-U.S.
subsidiaries, a non-U.S. branch or majority-owned subsidiary of a U.S. bank or a
non-U.S. bank or trust company, acting as custodian (individually, a "non-U.S.
Subcustodian"; U.S. Subcustodians and non-U.S. Subcustodians, collectively,
"Subcustodians"), or a non-U.S. depository or clearing agency or system in which
the Custodian or any Subcustodian participates (individually, a "non-U.S.
Securities System"; U.S. Securities System and non-U.S. Securities System,
collectively, Securities System"), provided that in each case in which a U.S.
Subcustodian or U.S. Securities System is employed, each such Subcustodian or
Securities System shall have been approved by Instructions; provided further
that in each case in which a non-U.S. Subcustodian or non-U.S. Securities System
is employed, (a) such Subcustodian or Securities System either is (i) a
"qualified U.S. bank" as defined by Rule 17f-5 under the 1940 Act ("Rule 17f-5")
or (ii) an "eligible foreign custodian" within the meaning of Rule 17f-5 or such
Subcustodian or Securities System is the subject of an order granted by the U.S.
Securities and Exchange Commission ("SEC") exempting such agent or the
subcustody arrangements thereto from all or part of the provisions of Rule 17f-5
and (b) the agreement between the Custodian and such non-U.S. Subcustodian has
been approved by Instructions; it being understood that the Custodian shall have
no liability or responsibility for determining whether the approval of any
Subcustodian or Securities System has been proper under the 1940 Act or any rule
or regulation thereunder.
Upon receipt of Instructions, the Custodian agrees to cease the employment
of any Subcustodian or Securities System with respect to the Customer, and if
desirable and practicable, appoint a replacement Subcustodian or securities
system in accordance with the provisions of this Section. In addition, the
Custodian may, at any time in its discretion, upon written notification to the
Customer, terminate the employment of any Subcustodian or Securities System.
Upon request of the Customer, the Custodian shall deliver to the Customer
annually a certificate stating: (a) the identity of each non-U.S. Subcustodian
and non-U.S. Securities System then acting on behalf of the Custodian and the
name and address of the governmental agency or other regulatory authority that
supervises or regulates such non-U.S Subcustodian and non-U.S. Securities
System; (b) the countries in which each non-U.S. Subcustodian or non-U.S.
Securities System is located; and (c) so long as Rule 17f-5 requires the
Customer's Board of Trustees to directly approve its foreign custody
arrangements, such other information relating to such non-U.S. Subcustodians and
non-U.S. Securities Systems as may reasonably be requested by the Customer to
ensure compliance with Rule 17f-5. So long as Rule 17f-5 requires the Customer's
Board of Trustees to directly approve its foreign custody arrangements, the
Custodian also shall furnish annually to the Customer information concerning
such non-U.S. Subcustodians and non-U.S. Securities Systems similar in kind and
scope as that furnished to the Customer in connection with the initial approval
of this Agreement. Custodian agrees to promptly notify the Customer if, in the
normal course of its custodial activities, the Custodian has reason to believe
that any non-U.S. Subcustodian or non-U.S. Securities System has ceased to be a
qualified U.S. bank or an eligible foreign custodian each within the meaning of
Rule 17f-5 or has ceased to be subject to an exemptive order from the SEC.
5. Use of Subcustodian. With respect to Property in an Account which is
maintained by the Custodian through a Subcustodian employed pursuant to Section
4:
(a) The Custodian will identify on its books as belonging to the
Customer on behalf of a Portfolio, any Property maintained
through such Subcustodian.
(b) Any Property in the Account held by or credited to a Subcustodian
will be subject only to the instructions of the Custodian or its
agents.
(c) Property deposited with or credited to a Subcustodian will be
maintained in an account holding only assets for customers of the
Custodian.
(d) Any agreement the Custodian shall enter into with a non-U.S.
Subcustodian with respect to maintaining Property shall require
that (i) the Account will be adequately indemnified or its losses
adequately insured; (ii) the Securities so maintained are not
subject to any right, charge, security interest, lien or claim of
any kind in favor of such Subcustodian or its creditors except a
claim for payment in accordance with such agreement for their
safe custody or administration and expenses related thereto,
(iii) beneficial ownership of such Securities be freely
transferable without the payment of money or value other than for
safe custody or administration and expenses related thereto, (iv)
adequate records will be maintained identifying the Property
maintained pursuant to such Agreement as belonging to the
Custodian, on behalf of its customers and (v) to the extent
permitted by applicable law, officers of or auditors employed by,
or other representatives of or designated by, the Custodian,
including the independent public accountants of or designated by,
the Customer be given access to the books and records of such
Subcustodian relating to its actions under its agreement
pertaining to any Property maintained by it thereunder or
confirmation of or pertinent information contained in such books
and records be furnished to such persons designated by the
Custodian.
6. Use of Securities System. With respect to Property in the Account(s)
which is maintained by the Custodian or any Subcustodian through a Securities
System employed pursuant to Section 4:
(a) The Custodian shall, and the Subcustodian will be required by its
agreement with the Custodian to, identify on its books such
Property as being maintained for the account of the Custodian or
by the Subcustodian for the account of customers of the Custodian
or Subcustodian.
(b) Any Property maintained through a Securities System for the
account of the Custodian or a Subcustodian will be subject only
to the instructions of the Custodian or such Subcustodian, as the
case may be.
(c) Property deposited with a Securities System will be maintained in
an account holding only assets for customers of the Custodian or
Subcustodian, as the case may be, unless precluded by applicable
law, rule or regulation or local market practice provides
otherwise.
(d) The Custodian shall provide the Customer with any report obtained
by the Custodian on the Securities System's accounting system,
internal accounting control and procedures for safeguarding
securities deposited in the Securities System.
7. Agents. The Custodian may at any time or times in its sole discretion
appoint (or remove) any other U.S. bank or trust company which is itself
qualified under the 1940 Act to act as custodian, as its agent to carry out such
of the provisions of this Agreement as the Custodian may from time to time
direct; provided, however, that the appointment of any agent shall not relieve
the Custodian of its responsibilities or liabilities hereunder.
8. Records, Ownership of Property, Statements, Opinions of Independent
Certified Public Accountants and Electronic Access.
(a) The ownership of the Property whether Securities, Cash and/or
other property, and whether maintained directly by the Custodian
or indirectly through a Subcustodian or a Securities System as
authorized herein, shall be clearly recorded on the Custodian's
books as belonging to the appropriate Account and not for the
Custodian's own interest. The Custodian shall keep accurate and
detailed accounts of all investments, receipts, disbursements and
other transactions for each Account. All accounts, books and
records of the Custodian relating thereto shall be open to
inspection and audit at all reasonable times during normal
business hours by any person designated by the Customer. All such
accounts shall be maintained and preserved in the form reasonably
requested by the Customer. The Custodian will supply to the
Customer from time to time, as mutually agreed upon, a statement
in respect to any Property in an Account maintained by the
Custodian or by a Subcustodian, including but not limited to, the
Property held by a non-U.S. subcustodian, including notification
of the transfer to or from the Customer's account containing
Foreign Assets held for the benefit of the Customer. In the
absence of the filing in writing with the Custodian by the
Customer of exceptions or objections to any such statement within
sixty (60) days of the mailing thereof, the Customer shall be
deemed to have approved such statement and in such case or upon
written approval of the Customer of any such statement, such
statement shall be presumed to be for all purposes correct with
respect to all information set forth therein..
(b) The Custodian shall take all reasonable action as the Customer
may request to obtain from year to year favorable opinions from
the Customer's independent certified public accountants with
respect to the Custodian's activities hereunder in connection
with the preparation of the Customer's Form N-1A and the
Customer's Form N-SAR or other periodic reports to the SEC and
with respect to any other requirements of the SEC.
(c) At the request of the Customer, the Custodian shall deliver to
the Customer a written report prepared by the Custodian's
independent certified public accountants with respect to the
services provided by the Custodian under this Agreement,
including, without limitation, the Custodian's accounting system,
internal accounting control and procedures for safeguarding Cash
and Securities, including Cash and Securities deposited and/or
maintained in a securities system or with a Subcustodian. Such
report shall be of sufficient scope and in sufficient detail as
may reasonably be required by the Customer and as may reasonably
be obtained by the Custodian.
(d) The Customer or any agent authorized in accordance with the terms
hereof may elect to communicate with the Custodian through an
electronic or other similar communications system for any
purpose, including, without limitation, the furnishing of
Instructions. Such system may provide the Customer or such agent,
on a daily basis, with the ability to view on-line or to print a
hard copy of various reports of Account activity and of Property
being held in or credited to the Account by the Custodian or any
Subcustodian. To the extent that such reports include market
values of Securities in the Account, the Customer hereby
acknowledges that the Custodian now obtains and may in the future
obtain information on such values from outside sources that the
Custodian considers to be reliable and the Customer agrees that
the Custodian (i) does not verify nor represent or warrant either
the reliability of such service nor the accuracy or completeness
of any such information furnished or obtained by or through such
service and (ii) shall be without liability in selecting and
utilizing such service or furnishing any information derived
therefrom.
9. Holding of Securities, Nominees, etc. Securities in an Account which are
maintained by the Custodian or any Subcustodian may be held directly by such
entity in the name of the Customer or in bearer form or maintained, on behalf of
a Portfolio, in the Custodian's or Subcustodian's name or in the name of the
Custodian's or Subcustodian's nominee. Securities that are maintained through a
Subcustodian or which are eligible for deposit in a Securities System as
provided above may be maintained with the Subcustodian or the Securities System
in an account for the Custodian's or Subcustodian's customers, unless prohibited
by law, rule, or regulation. The Custodian or Subcustodian, as the case may be,
may combine certificates representing Securities held in an Account with
certificates of the same issue held by it as fiduciary or as a custodian. In the
event that any Securities in the name of the Custodian or its nominee or held by
a Subcustodian and registered in the name of such Subcustodian or its nominee
are called for partial redemption by the issuer of such Security, the Custodian
may, subject to the rules or regulations pertaining to allocation of any
Securities System in which such Securities have been deposited, allot, or cause
to be allotted, the called portion of the respective beneficial holders of such
class of security in any manner the Custodian deems to be fair and equitable.
Securities maintained with a Securities System shall be maintained subject to
the rules of that Securities System governing the rights and obligations among
the Securities System and its participants.
10. Proxies, etc. With respect to any proxies, notices, reports or other
communications relative to any of the Securities credited to the Account, the
Custodian shall perform such services and only such services relative thereto as
are (i) set forth in Section 3 of this Agreement, (ii) described in Exhibit B
attached hereto (the "Proxy Service") or (iii) as may otherwise be agreed upon
between the Custodian and the Customer. The liability and responsibility of the
Custodian in connection with the Proxy Service referred to in (ii) of the
immediately preceding sentence and in connection with any additional services
which the Custodian and the Customer may agree upon as provided in (iii) of the
immediately preceding sentence shall be as set forth in the description of the
Proxy Service and as may be agreed upon by the Custodian and the Customer in
connection with the furnishing of any such additional service and shall not be
affected by any other term of this Agreement. Neither the Custodian nor its
nominees or agents shall vote upon or in respect of any of the Securities in the
Account, execute any form of proxy to vote thereon, or give any consent or take
any action (except as provided in Section 3) with respect thereto except upon
the receipt of Instructions relative thereto.
11. Segregated Account. To assist the Customer in complying with the
requirements of the 1940 Act and the rules and regulations thereunder, the
Custodian shall, upon receipt of Instructions, establish and maintain a
segregated account or accounts on its books for and on behalf of a Portfolio.
12. Settlement Procedures. Securities will be transferred, exchanged or
delivered by the Custodian or a Subcustodian upon receipt by the Custodian of
Instructions which include all information required by the Custodian. Settlement
and payment for Securities received for an Account and delivery of Securities
out of such Account may be effected in accordance with the customary or
established securities trading or securities processing practices and procedures
in the jurisdiction or market in which the transaction occurs, including,
without limitation, delivering Securities to the purchaser thereof or to a
dealer therefor (or an agent for such purchaser or dealer) against a receipt
with the expectation of receiving later payment for such Securities from such
purchaser or dealer, as such practices and procedures may be modified or
supplemented in accordance with the standard operating procedures of the
Custodian in effect from time to time for that jurisdiction or market. Neither
the Custodian nor the Subcustodian shall be liable for any loss which results
from effecting transactions in accordance with the customary or established
securities trading or securities processing practices and procedures in the
applicable jurisdiction or market. Transactions in the U.S. market shall be
effected on a payment versus delivery basis unless otherwise agreed between the
parties.
Notwithstanding that the Custodian may, subject to the provisions of
Section 13, settle purchases and sales against, or credit income to, an Account,
on a contractual basis, as outlined in the applicable Service Standards as
defined below and provided to the Customer by the Custodian, the Custodian may,
at its sole option, reverse such credits or debits to the appropriate Account in
the event that the transaction does not settle, or the income is not received in
a timely manner, and the Customer agrees to hold the Custodian harmless from any
losses which may result therefrom.
The applicable Service Standards shall be defined as any documents issued
by the Custodian from time to time specifying the procedures for communicating
with the Customer, the terms of any additional services to be provided to the
Customer, and such other matters as may be agreed between the Customer and the
Custodian from time to time.
13. Conditional Credits.
(a) Notwithstanding any other provision of this Agreement, the
Custodian shall not be required to comply with any Instructions
to settle the purchase of any securities for the Account, unless
there are sufficient immediately available funds in the relevant
currency credited to the Account, provided that, if, after all
expenses, debits and withdrawals of Cash in the relevant currency
("Debits," which term includes all advances made by the
Subcustodian in respect of the Account) applicable to the Account
have been made and if after all Conditional Credits in respect of
other transactions, as defined below, applicable to the Account
have been made final entries, as set forth in (c) below, the
amount of immediately available funds of the relevant currency in
such Account is at least equal to the aggregate purchase price of
all securities for which the Custodian has received Instructions
to settle on that date ("Settlement Date"), the Custodian, upon
settlement, shall credit the Securities to the Account by making
a final entry on its books and records.
(b) Notwithstanding the foregoing, if after all Debits applicable to
the Account have been made, there remains outstanding any
Conditional Credit (as defined below) applicable to the Account
or the amount of immediately available funds in a given currency
in such Account are less than the aggregate purchase price in
such currency of all securities for which the Custodian has
received Instructions to settle on the Settlement Date, the
Custodian, upon settlement, may credit the securities to the
Account by making a conditional entry on its books and records
("Conditional Credit"), pending receipt of sufficient immediately
available funds in the relevant currency in the Account.
(c) If, within a reasonable time from the posting of a Conditional
Credit and after all Debits applicable to the Account have been
made, immediately available funds in the relevant currency at
least equal to the aggregate purchase price in such currency of
all securities subject to a Conditional Credit on a Settlement
Date are credited to or deposited into the Account, the Custodian
shall make the Conditional Credit a final entry on its books and
records. In such case, the Customer shall be liable to the
Custodian only for late charges at a rate which the Custodian
customarily charges for similar extensions of credit.
(d) If (i) within a reasonable time from the posting of a Conditional
Credit, immediately available funds at least equal to the
resultant Debit on a Settlement Date are not credited to or on
deposit in the Account, or (ii) any Proceeding shall occur, the
Custodian may sell such of the Securities subject to the
Conditional Credit as it selects in its sole discretion and shall
apply the net proceeds of such sale to cover such Debit,
including related late charges, and any remaining proceeds shall
be credited to the Account. The Custodian shall notify the
Customer of such actions as soon as reasonably practical. If such
proceeds are insufficient to satisfy such debt in full, the
Customer shall continue to be liable to the Custodian for any
shortfall. The Custodian shall make the Conditional Credit a
final entry on its books as to the Securities not required to be
sold to satisfy such Debit. Pending payment in full by the
Customer of the purchase price for Securities subject to a
Conditional Credit, and the Custodian's making a Conditional
Credit a final entry on its books, and, unless consented to by
the Custodian, the Customer shall have no right to give further
Instructions in respect of Securities subject to a Conditional
Credit. The Custodian shall have the sole discretion to determine
which Securities shall be deemed to have been paid for by the
Customer out of funds available in the Account. Any such
Conditional Credit may be reversed (and any corresponding Debit
shall be canceled) by the Custodian unless and until the
Custodian makes a final entry on its books crediting such
Securities to the Account. The Custodian shall notify the
Customer of any such reversal as soon as reasonably practical.
The term "Proceeding" shall mean any insolvency, bankruptcy,
receivership, reorganization or similar proceeding relating to
the Customer, whether voluntary or involuntary.
(e) The Customer agrees that it will not use the Account to
facilitate the purchase of securities without sufficient funds in
the Account (which funds shall not include the expected proceeds
of the sale of the purchased securities).
14. Permitted Transactions. The Customer agrees that it will cause
transactions to be made pursuant to this Agreement only upon Instructions in
accordance with Section 15 and only for the purposes listed below.
(a) In connection with the purchase or sale of Securities at prices
as confirmed by Instructions.
(b) When Securities are called, redeemed or retired, or otherwise
become payable.
(c) In exchange for or upon conversion into other securities alone or
other securities and cash pursuant to any plan or merger,
consolidation, reorganization, recapitalization or readjustment.
(d) Upon conversion of Securities pursuant to their terms into other
securities.
(e) Upon exercise of subscription, purchase or other similar rights
represented by Securities.
(f) For the payment of interest, taxes, management or supervisory
fees, distributions or operating expenses.
(g) In connection with any borrowings by the Customer requiring a
pledge of Securities, but only against receipt of amounts
borrowed or in order to satisfy requirements for additional or
substitute collateral.
(h) In connection with any loans, but only against receipt of
collateral as specified in Instructions which shall reflect any
restrictions applicable to the Customer.
(i) For the purpose of redeeming shares of the capital stock of the
Customer against delivery of the shares to be redeemed to the
Custodian, a Subcustodian or the Customer's transfer agent.
(j) For the purpose of redeeming in kind shares of the Customer
against delivery of the shares to be redeemed to the Custodian, a
Subcustodian or the Customer's transfer agent.
(k) For delivery in accordance with the provisions of any agreement
among the Customer, on behalf of a Portfolio, the Portfolio's
investment adviser and a broker-dealer registered under the
Securities Exchange Act of 1934 and a member of the National
Association of Securities Dealers, Inc., relating to compliance
with the rules of The Options Clearing Corporation, the
Commodities Futures Trading Commission or of any registered
national securities exchange, or of any similar organization or
organizations, regarding escrow or other arrangements in
connection with transactions by the Customer.
(l) For release of Securities to designated brokers under covered
call options, provided, however, that such Securities shall be
released only upon payment to the Custodian of monies for the
premium due and a receipt for the Securities which are to be held
in escrow. Upon exercise of the option, or at expiration, the
Custodian will receive the Securities previously deposited from
broker. The Custodian will act strictly in accordance with
Instructions in the delivery of Securities to be held in escrow
and will have no responsibility or liability for any such
Securities which are not returned promptly when due other than to
make proper request for such return.
(m) For spot or forward foreign exchange transactions to facilitate
security trading or receipt of income from Securities related
transactions.
(n) Upon the termination of this Agreement as set forth in Section
20.
(o) For other proper purposes.
The Customer agrees that the Custodian shall have no obligation to verify
the purpose for which a transaction is being effected.
15. Instructions. . The term "Instructions" means instructions from the
Customer in respect of any of the Custodian's duties hereunder which have been
received by the Custodian at its address as shall have been furnished by the
Custodian to the Customer pursuant to the provisions hereof (i) in writing
(including, without limitation, facsimile transmission) signed or given by such
one or more person or persons as the Customer shall have from time to time
authorized in writing to give the particular class of Instructions in question
and whose name and (if applicable) signature and office address have been filed
with the Custodian, or (ii) which have been transmitted electronically through
an electronic or other similar communications system acceptable to the
Custodian, or (iii) a telephonic or oral communication by one or more persons as
the Customer shall have from time to time authorized to give the particular
class of Instructions in question and whose name has been filed with the
Custodian or (iv) upon receipt of such other form of instructions as the
Customer may from time to time authorize in writing and which the Custodian has
agreed in writing to accept. Instructions in the form of oral communications
shall be confirmed by the Customer as soon as possible by facsimile or writing
in the manner set forth in clause (i) above, but the lack of such confirmation
or any conflict between such confirmation and the relevant oral Instruction
shall in no way affect any action taken by the Custodian in reliance upon such
oral Instructions prior to the Custodian's receipt of such confirmation.
Instructions in the form of facsimile transmission shall not be deemed received
until confirmed by the Custodian in accordance with the provisions for the
giving of notices under Section 22 hereof. The Custodian has the right to record
any such oral Instructions, and the Customer hereby consents to such recording.
Instructions may relate to specific transactions or to types or classes of
transactions, and may be in the form of standing instructions.
The Custodian shall have the right to assume in the absence of notice to
the contrary from the Customer that any person whose name is on file with the
Custodian pursuant to this Section has been authorized by the Customer to give
the Instructions in question and that such authorization has not been revoked.
The Custodian may act upon and conclusively rely on, without any liability to
the Customer or any other person or entity for any losses resulting therefrom,
any Instructions reasonably believed by it to be furnished by the proper person
or persons as provided above.
16. Standard of Care. The Custodian shall be responsible for the
performance of only such duties as are set forth herein or contained in
Instructions given to the Custodian which are not contrary to the provisions of
this Agreement. The Custodian will use reasonable care with respect to the
safekeeping of Property in each Account and, except as otherwise expressly
provided herein, in carrying out its obligations under this Agreement. So long
as and to the extent that it has exercised reasonable care, the Custodian shall
not be responsible for the title, validity or genuineness of any Property or
other property or evidence of title thereto received by it or delivered by it
pursuant to this Agreement and shall be held harmless in acting upon, and may
conclusively rely on, without liability for any loss resulting therefrom, any
notice, request, consent, certificate or other instrument reasonably believed by
it to be genuine and to be signed or furnished by the proper party or parties,
including, without limitation, Instructions, and shall be indemnified by the
Customer for any losses, damages, costs and expenses (including, without
limitation, the fees and expenses of counsel) incurred by the Custodian and
arising out of action taken or omitted with reasonable care by the Custodian
hereunder or under any Instructions. The Custodian shall be liable to the
Customer for any act or omission to act of any Subcustodian to the same extent
as if the Custodian committed such act itself, provided notwithstanding the
foregoing, the Custodian shall not be liable for any losses due to the
insolvency of a Subcustodian as long as it has exercised reasonable care in the
selection of such Subcustodian. With respect to a Securities System, the
Custodian shall only be responsible or liable for losses arising from employment
of such Securities System caused by the Custodian's own failure to exercise
reasonable care. In the event of any loss to the Customer by reason of the
failure of the Custodian or a Subcustodian to utilize reasonable care, the
Custodian shall be liable to the Customer to the extent of the Customer's actual
damages (including losses incurred in connection with the sale or redemption of
securities issued by the Customer as a direct result of the Custodian's failure
to exercise reasonable care in properly crediting Property to an Account
pursuant to the terms of this Agreement) at the time such loss was discovered
without reference to any special conditions or circumstances. In no event shall
the Custodian be liable for any consequential or special damages. The Custodian
shall be entitled to rely, and may act, on advice of counsel (who may be counsel
for the Customer) on all matters and shall be without liability for any action
reasonably taken or omitted pursuant to such advice.
In the event the Customer utilizes an electronic or other similar system to
communicate with Custodian for any purpose, including, without limitation, the
furnishing of Instructions, the Customer shall be fully responsible for the
security of the connecting terminal utilized by Customer, access thereto and the
proper and authorized use thereof and the initiation and application of
continuing effective safeguards with respect thereto and agrees to defend and
indemnify the Custodian and hold the Custodian harmless from and against any and
all losses, damages, costs and expenses (including the fees and expenses of
counsel) incurred by the Custodian as a result of any improper or unauthorized
use of such terminal. Should the Customer authorize, in accordance with the
terms hereof, any agent to communicate with Custodian and such agent utilizes
any such system to so communicate, the Customer shall be responsible for the use
of such system and shall defend, indemnify and hold harmless Custodian for such
use to the same extent as if such system were being used by the Customer to
communicate with the Custodian.
All collections of funds or other property paid or distributed in respect
of Securities in an Account, including funds involved in third-party foreign
exchange transactions, shall be made at the risk of the Customer.
Subject to the exercise of reasonable care, the Custodian shall have no
liability for any loss occasioned by delay in the actual receipt of notice by
the Custodian or by a Subcustodian of any payment, redemption or other
transaction regarding Securities in each Account in respect of which the
Custodian has agreed to take action as provided in Section 3 hereof. The
Custodian shall not be liable for any loss resulting from, or caused by, or
resulting from acts of governmental authorities (whether de jure or de facto),
including, without limitation, nationalization, expropriation, and the
imposition of currency restrictions; devaluations of or fluctuations in the
value of currencies; changes in laws and regulations applicable to the banking
or securities industry; market conditions that prevent the orderly execution of
securities transactions or affect the value of Property; acts of war, terrorism,
insurrection or revolution; strikes or work stoppages; the inability of a local
clearing and settlement system to settle transactions for reasons beyond the
control of the Custodian; hurricane, cyclone, earthquake, volcanic eruption,
nuclear fusion, fission or radioactivity, or other acts of God.
The Custodian shall have no liability in respect of any loss, damage or
expense suffered by the Customer, insofar as such loss, damage or expense arises
from the performance of the Custodian's duties hereunder by reason of the
Custodian's reliance upon records that were maintained for the Customer by
entities other than the Custodian prior to the Custodian's employment under this
Agreement.
The provisions of this Section shall survive termination of this Agreement.
17. Investment Limitations and Legal or Contractual Restrictions or
Regulations. The Custodian shall not be liable to the Customer and the Customer
agrees to indemnify the Custodian and its nominees, for any loss, damage or
expense suffered or incurred by the Custodian or its nominees arising out of any
violation of any investment restriction or other restriction or limitation
applicable to the Customer or any Portfolio pursuant to any contract or any law
or regulation. The provisions of this Section shall survive termination of this
Agreement.
18. Fees and Expenses. The Customer agrees to pay to the Custodian such
compensation for its services pursuant to this Agreement as may be mutually
agreed upon in writing from time to time and the Custodian's reasonable
out-of-pocket or incidental expenses in connection with the performance of this
Agreement, including (but without limitation) legal fees as described herein
and/or deemed necessary in the judgment of the Custodian to keep safe or protect
the Property in the Account. The initial fee schedule is attached hereto as
Exhibit D. Such fees will not be abated by, nor shall the Custodian be required
to account for, any profits or commissions received by the Custodian in
connection with its provision of custody services under this agreement. The
Customer hereby agrees to hold the Custodian harmless from any liability or loss
resulting from any taxes or other governmental charges, and any expense related
thereto, which may be imposed, or assessed with respect to any Property in an
Account and also agrees to hold the Custodian, its Subcustodians, and their
respective nominees harmless from any liability as a record holder of Property
in such Account. The Custodian is authorized to charge the applicable Account
for such items and the Custodian shall have a lien on the Property in the
applicable Account for any amount payable to the Custodian under this Agreement,
including but not limited to amounts payable pursuant to Section 13 and pursuant
to indemnities granted by the Customer under this Agreement. Indemnities
provided in this Agreement for Custodian's costs and expenses shall include the
fees and expenses of counsel to enforce the provisions of this Agreement. The
provisions of this Section shall survive the termination of this Agreement.
19. Tax Reclaims. With respect to withholding taxes deducted and which may
be deducted from any income received from any Property in the Account, the
Custodian shall perform such services with respect thereto as are described in
Exhibit C attached hereto and shall in connection therewith be subject to the
standard of care set forth in such Exhibit. Such standard of care shall not be
affected by any other term of this Agreement.
20. Amendment, Modifications, etc. No provision of this Agreement may be
amended, modified or waived except in a writing signed by the parties hereto. No
waiver of any provision hereto shall be deemed a continuing waiver unless it is
so designated. No failure or delay on the part of either party in exercising any
power or right under this Agreement operates as a waiver, nor does any single or
partial exercise of any power or right preclude any other or further exercise
thereof or the exercise of any other power or right.
21. Termination. (a) Termination of Entire Agreement. This Agreement may be
terminated by the Customer or the Custodian by sixty (60) days' written notice
to the other; provided that notice by the Customer shall specify the names of
the persons to whom the Custodian shall deliver the Securities in each Account
and to whom the Cash in such Account shall be paid. If notice of termination is
given by the Custodian, the Customer shall, within sixty (60) days following the
giving of such notice, deliver to the Custodian a written notice specifying the
names of the persons to whom the Custodian shall deliver the Securities in each
Account and to whom the Cash in such Account shall be paid. In either case, the
Custodian will deliver such Property to the persons so specified, after
deducting therefrom any amounts which the Custodian determines to be owed to it
hereunder. In addition, the Custodian may in its discretion withhold from such
delivery such Property as may be necessary to settle transactions pending at the
time of such delivery. The Customer grants to the Custodian a lien and right of
setoff against the Account and all Property credited to or held therein from
time to time in the full amount of the foregoing obligations. If within sixty
(60) days following the giving of a notice of termination by the Custodian, the
Custodian does not receive from the Customer a written notice specifying the
names of the persons to whom the Custodian shall deliver the Securities in each
Account and to whom the Cash in such Account shall be paid, the Custodian, at
its election, may deliver such Securities and pay such Cash to a bank or trust
company doing business in the State of New York to be held and disposed of
pursuant to the provisions of this Agreement, or may continue to hold such
Securities and Cash until a written notice as aforesaid is delivered to the
Custodian, provided that the Custodian's obligations shall be limited to
safekeeping.
(b) Termination as to One or More Portfolios. This Agreement may be
terminated by the Customer or the Custodian as to one or more Portfolios (but
less than all of the Portfolios) by delivery of an amended Exhibit A deleting
such Portfolios, in which case termination as to such deleted Portfolios shall
take effect sixty (60) days after the date of such delivery, or such earlier
time as mutually agreed. The execution and delivery of an amended Exhibit A
which deletes one or more Portfolios shall constitute a termination of this
Agreement only with respect to such deleted Portfolio(s), shall be governed by
the preceding provisions of Section 21 as to the identification of a successor
custodian and the delivery of Cash and Securities of the Portfolio(s) so deleted
to such successor custodian, and shall not affect the obligations of the
Custodian and the Customer hereunder with respect to the other Portfolios set
forth in Exhibit A, as amended from time to time.
22. Notices. Except as otherwise provided in this Agreement, all requests,
demands or other communications between the parties or notices in connection
herewith (a) shall be in writing, hand delivered or sent by registered mail,
telex or facsimile addressed to such address as shall have been furnished by the
receiving party pursuant to the provisions hereof and (b) shall be deemed
effective when received, or, in the case of a facsimile transmission confirmed
as received by the Custodian, or in the case of a telex, when sent to the proper
number and acknowledged by a proper answerback. In addition to the forms of
notices and other communications permitted above, it is hereby agreed that any
such notices and other communications may be sent by electronic mail ("e mail")
to addresses specified by the parties for such purpose. Each party hereby
acknowledges and agrees that it is strictly responsible for the maintenance of
security for any terminal from which such party's e mails are sent, access
thereto and the proper and authorized use thereof and the initiation and
application of continuing effective safeguards with respect thereto. Each party
has furnished to the other party a list of persons who are authorized to send e
mail notices and communications on behalf of such party in connection with this
Agreement. Each receiving party may treat all notices and other communications
issued by or over the name of any such authorized person as having been issued
by the party whose list of authorized persons contains the name of such person.
The parties hereto further understand that e mail communications cannot be made
completely secure, and that third parties may be able to intercept or alter
messages sent by e mail and that no party hereto shall be liable for acting in
reliance on any e mail notice or communication which has been altered prior to
receipt or for the non receipt of e mail notices or communications which have
been intercepted. Subject to the foregoing, each party hereto may rely on and
act upon any e mail notice or communication furnished by any other party to such
party as a notice or communication under this Agreement and in doing so shall be
subject to and entitled to the benefits of all of the provisions of this
Agreement, including, without limitation, any indemnification and limitation of
liability provisions contained herein.
23. Several Obligations of the Portfolios. With respect to any obligations
of the Customer on behalf of each Portfolio and each of its related Accounts
arising out of this Agreement, the Custodian agrees that the liabilities of the
Funds shall be several and not joint and that it shall look for payment or
satisfaction of any obligation solely to the assets and property of the
Portfolio and such Accounts to which such obligation relates as though the
Customer had separately contracted with the Custodian by separate written
instrument with respect to each Portfolio and its related Accounts.
24. Security for Payment. To secure payment of all obligations due
hereunder, the Customer hereby grants to the Custodian a right of setoff against
each Account and all Property held therein or credited thereto from time to time
in the full amount of such obligations; provided that, if there is more than one
Account and the obligations secured pursuant to this Section can be allocated to
a specific Account or the Portfolio related to such Account, such right of
setoff will be limited to Property held for that Account only and its related
Portfolio. Should the Customer fail to pay promptly any amounts owed hereunder,
the Custodian shall be entitled to use available Cash credited to the Account or
applicable Account, as the case may be, and to dispose of Securities credited to
the Account or such applicable Account as is necessary. In the event there are
any overdrafts in an Account, the Customer hereby grants the Custodian a lien
over any and all Property credited to and maintained therein in an amount
sufficient to cover such overdraft. In any such case and without limiting the
foregoing, the Custodian shall be entitled to take such other actions or
exercise such other options, powers and rights as the Custodian now or hereafter
has under the New York Uniform Commercial Code or any other applicable law
25. Representations and Warranties.
(a) The Customer hereby represents and warrants to the Custodian
that:
(i) the employment of the Custodian and the allocation of fees,
expenses and other charges to any Account as herein provided, is
not prohibited by law or any governing documents or contracts to
which it is subject;
(ii) the terms of this Agreement do not violate any obligation by
which it is bound, whether arising by contract, operation of law
or otherwise;
(iii)this Agreement has been duly authorized by appropriate action
and when executed and delivered will be binding upon it and each
Portfolio in accordance with its terms; and
(iv) it will deliver to the Custodian a duly executed Secretary's
Certificate in the form of Exhibit E hereto or such other
evidence of such authorization as the Custodian may reasonably
require, whether by way of a certified resolution or otherwise.
(b) The Custodian hereby represents and warrants to the Customer
that:
(i) the terms of this Agreement do not violate any obligation by
which it is bound, whether arising by contract, operation of law
or otherwise;
(ii) this Agreement has been duly authorized by appropriate action and
when executed and delivered will be binding upon it in accordance
with its terms;
(iii)it will deliver to the Customer such evidence of such
authorization as the Customer may reasonably require, whether by
way of a certified resolution or otherwise; and
(iv) Custodian is qualified as a custodian under Section 26(a) of the
1940 Act and warrants that it will remain so qualified or upon
ceasing to be so qualified shall promptly notify the Customer in
writing.
26. Governing Law and Successors and Assigns. This Agreement shall be
governed by the law of the State of New York and shall not be assignable by
either party, but shall bind the successors in interest of the Customer and the
Custodian.
27. Publicity. Neither party will use the name of the other party, or any
affiliate of that party, in any prospectus, advertisement sales literature or
other communication to the public except in accordance with such policies and
procedures as shall be mutually agreed to in writing by both parties; provided
that neither party may unreasonably withhold its consent from the use of its
name as required by law.
28. Representative Capacity and Binding Obligation. A copy of the Restated
and Amended Declaration of Trust establishing the Customer, dated May 19, 2000,
together with all amendments, is on file in the office of the Secretary of the
Commonwealth of Massachusetts, and notice is hereby given that this Agreement is
not executed on behalf of any of the Trustees of Customer as individuals and the
shareholders, the Trustees, the officers, the employees or any agent of the
Customer shall not be liable for the Customer's or any Portfolio's obligations
hereunder, nor shall the assets of any Portfolio be used to satisfy the
liabilities of any other Portfolio hereunder. Custodian agrees to look solely to
the assets attributable to the relevant Portfolio for the payment of any claim
against the Customer hereunder or for the performance thereof.
29. Submission to Jurisdiction. Any suit, action or proceeding arising out
of this Agreement may be instituted in any State or Federal court sitting in the
City of ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America, and the parties
irrevocably submit to the non-exclusive jurisdiction of any such court in any
such suit, action or proceeding and waive, to the fullest extent permitted by
law, any objection which they may now or hereafter have to the laying of venue
of any such suit, action or proceeding brought in such a court and any claim
that such suit, action or proceeding was brought in an inconvenient forum.
30. Confidentiality. The parties hereto agree that each shall treat
confidentially the terms and conditions of this Agreement and all information
provided by each party to the other regarding its business and operations. All
confidential information provided by a party hereto shall be used by any other
party hereto solely for the purpose of rendering services pursuant to this
Agreement and, except as may be required in carrying out this Agreement, shall
not be disclosed to any third party without the prior consent of such providing
party. The foregoing shall not be applicable to any information that is publicly
available when provided or thereafter becomes publicly available other than
through a breach of this Agreement, or that is required or requested to be
disclosed by any bank or other regulatory examiner of the Custodian, Customer,
or any Subcustodian, any auditor of the parties hereto, by judicial or
administrative process or otherwise by applicable law or regulation. The
provisions of this Section shall survive the termination of this Agreement.
31. Severability. If any provision of this Agreement is determined to be
invalid or unenforceable, such determination shall not affect the validity or
enforceability of any other provision of this Agreement.
32. Entire Agreement. This Agreement together with any Exhibits attached
hereto, contains the entire agreement between the parties relating to the
subject matter hereof and supersedes any oral statements and prior writings with
respect thereto.
33. Further Assurances. The parties agree (a) to furnish upon request to
each other such further information, (b) to execute and deliver to each other
such other documents, and (c) to do such other acts and things, all as the other
party may reasonably request for the purpose of carrying out the intent of this
Agreement and the documents referred to in this Agreement. In the event that
this Agreement is terminated in accordance with Section 21 above, Custodian
agrees to make reasonable efforts to assist Customer in the transition to the
succeeding custodian. This Section 33 shall survive any termination of this
Agreement.
34. Headings. The headings of the paragraphs hereof are included for
convenience of reference only and do not form a part of this Agreement.
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35. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original. This Agreement shall
become effective when one or more counterparts have been signed and delivered by
each of the parties hereto.
IN WITNESS WHEREOF, each of the parties has caused its duly authorized
signatories to execute this Agreement as of the date first written above.
FEDERATED INDEX TRUST
By: /s/ J. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
Name: J. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
BANKERS TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
EXHIBIT A
To Custodian Agreement dated as of July 13, 2001, between Bankers Trust
Company and Federated Index Trust.
LIST OF PORTFOLIOS
The following is a list of Portfolios referred to in the first WHEREAS
clause of the above-referred to Custodian Agreement. Terms used herein as
defined terms unless otherwise defined shall have the meanings ascribed to them
in the above-referred to Custodian Agreement.
Federated Max-Cap Index Fund
Federated Mid-Cap Index Fund
Federated Mini-Cap Index Fund
FEDERATED INDEX TRUST
By: /s/ J. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
Name: J. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
BANKERS TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
EXHIBIT B
To Custodian Agreement dated as of July 13, 2001 between Bankers Trust
Company and Federated Index Trust.
PROXY SERVICE
The following is a description of the Proxy Service referred to in Section
10 of the above referred to Custodian Agreement. Terms used herein as defined
terms shall have the meanings ascribed to them therein unless otherwise defined
below.
The Custodian provides a service, described below, for the transmission of
corporate communications in connection with shareholder meetings relating to
Securities held in Argentina, Australia, Austria, Canada, Cedel, Finland,
France, Germany, Greece, Hong Kong, Indonesia, Ireland, Italy, Japan, Korea,
Malaysia, Mexico, Netherlands New Zealand, Pakistan, Singapore, South Africa,
Spain, Sri Lanka, Sweden, Switzerland (only bearer shares), United Kingdom,
United States and Venezuela. For the United States and Canada, the term
"corporate communications" means the proxy statements or meeting agenda, proxy
cards, annual reports and any other meeting materials received by the Custodian.
For countries other than the United States and Canada, the term "corporate
communications" means the meeting agenda only and does not include any meeting
circulars, proxy statements or any other corporate communications furnished by
the issuer in connection with such meeting. Non-meeting related corporate
communications are not included in the transmission service to be provided by
the Custodian except upon request as provided below.
The Custodian's process for transmitting and translating meeting agendas
will be as follows:
1) If the meeting agenda is not provided by the issuer in the
English language, and if the language of such agenda is in the
official language of the country in which the related security is
held, the Custodian will as soon as practicable after receipt of
the original meeting agenda by a Subcustodian provide an English
translation prepared by that Subcustodian.
2) If an English translation of the meeting agenda is furnished, the
local language agenda will not be furnished unless requested.
Translations will be free translations and neither the Custodian nor any
Subcustodian will be liable or held responsible for the accuracy thereof or any
direct or indirect consequences arising therefrom, including without limitation
arising out of any action taken or omitted to be taken based thereon.
If requested, the Custodian will, on a reasonable efforts basis, endeavor
to obtain any additional corporate communication such as annual or interim
reports, proxy statements, meeting circulars or local language agendas, and
provide them in the form obtained.
Timing in the voting process is important and, in that regard, upon receipt
by the Custodian of notice from a Subcustodian, the Custodian will provide a
notice to the Customer indicating the deadline for receipt of its instructions
to enable the voting process to take place effectively and efficiently. As
voting procedures will vary from market to market, attention to any required
procedures will be very important. Upon timely receipt of voting instructions,
the Custodian will promptly forward such instructions to the applicable
Subcustodian. If voting instructions are not timely received, the Custodian
shall have no liability or obligation to take any action.
For Securities held in markets other than those set forth above, the
Custodian will not furnish the material described above or seek voting
instructions. However, if requested to exercise voting rights at a specific
meeting, the Custodian will endeavor to do so on a reasonable efforts basis
without any assurance that such rights will be so exercised at such meeting.
If the Custodian or any Subcustodian incurs extraordinary expenses in
exercising voting rights related to any Securities pursuant to appropriate
instructions or directions (e.g., by way of illustration only and not by way of
limitation, physical presence is required at a meeting and/or travel expenses
are incurred), such expenses will be reimbursed out of the Account unless other
arrangements have been made for such reimbursement.
It is the intent of the Custodian to expand the Proxy Service to include
jurisdictions which are not currently included as set forth above. The Custodian
will notify the Customer as to the inclusion of additional countries or the
deletion of existing countries after their inclusion or deletion and this
Exhibit B will be deemed to be automatically amended to include or delete such
countries as the case may be. Such notification may be by Global Custody Flash
Notice.
Notwithstanding anything in this Exhibit B to the contrary, the Custodian
may utilize third-party non-affiliated agents to perform any of the services
described herein.
EXHIBIT C
To Custodian Agreement dated as of July 13, 2001 between Bankers Trust
Company and Federated Index Trust.
TAX RECLAIMS
Pursuant to Section 16 of the above referred to Custodian Agreement, the
Custodian shall perform the following services with respect to withholding taxes
imposed or which may be imposed on income from Property in the Account in
certain countries. Terms used herein as defined terms shall unless otherwise
defined have the meanings ascribed to them in the above referred to Custodian
Agreement.
When withholding tax has been deducted with respect to income from any
Property in an Account, the Custodian will actively pursue on a reasonable
efforts basis the reclaim process, provided that the Custodian shall not be
required to institute any legal or administrative proceeding against any
Subcustodian or other person. The Custodian will provide fully detailed
advices/vouchers to support reclaims submitted to the local authorities by the
Custodian or its designee. In all cases of withholding, the Custodian will
provide full details to the Customer. When the Custodian becomes aware of an
opportunity to obtain exemption, the Custodian will notify and advise the
Customer of the required documentation, if any, to obtain such exemption.
Provided that the Custodian can file the exemption on behalf of the Customer,
the Custodian will do so upon receipt of the completed appropriate
documentation. The Custodian will notify the Customer when such exemption has
been obtained.
In connection with providing the foregoing services, the Custodian shall be
entitled to apply categorical treatment of the Customer according to the
Customer's nationality, the particulars of its organization and other relevant
details that shall be supplied by the Customer. It shall be the duty of the
Customer to inform the Custodian of any change in the organization, domicile or
other relevant fact concerning tax treatment of the Customer and further to
inform the Custodian if the Customer is or becomes the beneficiary of any
special ruling or treatment not applicable to the general nationality and
category or entity of which the Customer is a party under general laws and
treaty provisions. The Custodian may rely on any such information provided by
the Customer.
In connection with providing the foregoing services, the Custodian may also
rely on professional tax services published by a major international accounting
firm and/or advice received from a Subcustodian in the jurisdictions in
question. In addition, the Custodian may seek the advice of counsel or other
professional tax advisers in such jurisdictions. The Custodian is entitled to
rely, and may act, on information set forth in such services and on advice
received from a Subcustodian, counsel or other professional tax advisers and
shall be without liability to the Customer for any action reasonably taken or
omitted pursuant to information contained in such services or such advice.
EXHIBIT D
To Custodian Agreement dated as of July 13, 2001, between Bankers Trust
Company and Federated Index Trust.
Domestic Custody Fees
SAFEKEEPING CHARGES
Country Assets Under Annual
Custody Asset Fee
United States All Assets 0.25 Basis Point
TRANSACTION CHARGES
Transaction Type* Cost per Transaction
DTC ID Affirmed $6
DTC Manual / Non ID $8
Federal Book Entry $10
PTC $10
Physicals $25
Maturities (Depository) $10
Maturities (Physical) $20
P&I Payments (Book Entry) $3
P&I Payments (Physical) $10
Fed Wires (from Custody account) $10
Fed Wires Received $8
Free Receives and Delivers $10
Futures Transactions $20
Options Open /Close Position $20
SHE (Shares Held Elsewhere) Trades $20
NOTES
o Domestic Securities accounts utilize actual settlement and are
subject to the guidelines indicated in the Bankers Trust Policies
and Standards manual.
o Out-of-pocket expenses are borne by the client. Out-of-pocket
expenses include but are not necessarily limited to: stamp
charges, duties, application and/or registration fees incurred
outside of the United States, the cost of building and/or setting
up an interface with your (i) investment managers, or (ii) other
vendors, as well as postage and legal fees. These charges are
passed on at cost.
o This fee schedule does not include the costs of any cash accounts
or services which Federated may determine it requires. These and
any other unanticipated services will be quoted separately.
This Exhibit D shall be amended upon delivery by the Custodian of a new
Exhibit D to the Customer and acceptance thereof by the Customer and shall be
effective as of the date of acceptance by the Customer or a date agreed upon
between the Custodian and the Customer.
Dated as of: July 13, 2001 FEDERATED INDEX TRUST
By: /s/ J. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
Name: J. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
BANKERS TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
EXHIBIT E
Federated Index Trust
Certificate of the Secretary
I, ▇▇▇▇▇▇ ▇. ▇▇▇▇, hereby certify that I am the Assistant Secretary of
Federated Index Trust, a business trust organized under the laws of
Massachusetts (the "Company"), and as such I am duly authorized to, and do
hereby, certify that:
1. Organizational Documents. The Company's organizational documents, and
all amendments thereto, have been filed with the appropriate governmental
officials of Massachusetts, the Company continues to be in existence and is in
good standing, and no action has been taken to repeal such organizational
documents, the same being in full force and effect on the date hereof.
2. Bylaws. The Company's Bylaws have been duly adopted and no action has
been taken to repeal such Bylaws, the same being in full force and effect.
3. Resolutions. Resolutions have been duly adopted on behalf of the
Company, which resolutions (i) have not in any way been revoked or rescinded,
(ii) have been in full force and effect since their adoption, to and including
the date hereof, and are now in full force and effect, and (iii) are the only
corporate proceedings of the Company now in force relating to or affecting the
matters referred to therein, including, without limitation, confirming that the
Company is duly authorized to enter into a certain custody agreement with
Bankers Trust Company (the "Agreement"), and that certain designated officers,
including those identified in paragraph 4 of this Certificate, are authorized to
execute said Agreement on behalf of the Company, in conformity with the
requirements of the Company's organizational documents, Bylaws, and other
pertinent documents to which the Company may be bound.
4. Incumbency. The following named individuals are duly elected (or
appointed), qualified, and acting officers of the Company holding those offices
set forth opposite their respective names as of the date hereof, each having
full authority, acting individually, to bind the Company, as a legal matter,
with respect to all matters pertaining to the Agreement, and to execute and
deliver said Agreement on behalf of the Company, and the signatures set forth
opposite the respective names and titles of said officers are their true,
authentic signatures:
Name Title Signature
J. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ President/s/ J. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Executive Vice President /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Treasurer /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of June, 2001
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Secretary
I, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Executive Vice President of the Company, hereby
certify that on this 4th day of June, 2001, ▇▇▇▇▇▇ ▇. ▇▇▇▇ is the duly elected
Assistant Secretary of the Company and that the signature above is her genuine
signature.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Executive Vice President