Exhibit 9(i) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
FUND ACCOUNTING
AND
SHAREHOLDER RECORDKEEPING AGREEMENT
AGREEMENT made as of the 14th day of September, 1992, by and between
▇▇▇▇▇▇▇▇ FUNDS, INC. a Wisconsin corporation, having its principal office
and place of business at Federated Investors Tower, Pittsburgh, PA 15222-
3779 (the "Corporation"), on behalf of the portfolios (individually referred
to herein as a "Fund" and collectively as "Funds") of the Corporation, and
FEDERATED SERVICES COMPANY, a Delaware business trust having its principal
office and place of business at Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779 ("Services").
WHEREAS, the Corporation is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act") with authorized and issued shares of common stock ("Shares");
and
WHEREAS, the Corporation wishes to retain Services to provide certain
pricing, accounting and recordkeeping services for each of the Funds,
including any classes of shares issued by any Fund ("Classes"), and Services
is willing to furnish such services; and
WHEREAS, the Corporation desires to appoint Services as its transfer
agent, dividend disbursing agent, and agent in connection with certain other
activities, and Services desires to accept such appointment;
NOW THEREFORE, in consideration of the promises and mutual covenants
herein contained, the parties hereto agree as follows:
SECTION ONE: FUND ACCOUNTING.
Article 1. Appointment.
The Corporation hereby appoints Services to provide certain pricing and
accounting services to the Funds for the period and on the terms set forth
in this Agreement. Services accepts such appointment and agrees to furnish
the services herein set forth in return for the compensation as provided in
Article 3 of this Section.
Article 2. Services and Duties.
Subject to the supervision and control of the Corporation's Board of
Directors ("Board"), Services will assist the Corporation with regard to
portfolio accounting for the Corporation and the Funds, and/or the Classes,
and in connection therewith undertakes to do the following specific
services;
A. Valuing the assets of the Funds and determining the net asset value
per share of the outstanding Shares of the Funds and the Classes, at the
time and in the manner from time to time determined by the Board of the
Corporation and as set forth in the prospectus;
B. Calculating the net income of the Funds, if any;
C. Calculating capital gains or losses for the Funds from sale or
disposition of assets, if any;
2
D. Maintaining the general ledger and other accounts, books and
financial records of the Corporation, including for each Fund and Class, as
required under Section 31(a) of the 1940 Act and the Rules thereunder in
connection with the services provided by Services;
E. Preserving for the periods prescribed by Rule 31a-2 under the 1940
Act the records to be maintained by Rule 31a-1 under said Act in connection
with the services provided by Services. Services further agrees that all
such records which it maintains for the Corporation are the property of the
Corporation and further agrees to surrender promptly to the Corporation such
records upon the Corporation's request.
F. At the request of the Corporation, drafting various reports or
other financial documents required by federal, state and other applicable
laws and regulations; and
G. Such other similar services as may be reasonably requested by the
Corporation.
Article 3. Compensation and Allocation of Expenses.
A. The Funds will compensate Services for its services rendered
pursuant to Section One of this Agreement in accordance with the fees set
forth on Fee Schedule A, annexed hereto and incorporated herein. Such fees
do not include out-of-pocket disbursements of Services for which Services
shall be entitled to ▇▇▇▇ separately. Out-of-pocket disbursements shall
include, but shall not be limited to, the items specified in Schedule B,
annexed hereto and incorporated herein, which Schedule may be modified by
3
Services upon not less than thirty days' prior written notice to the
Corporation.
B. Services shall not be required to pay any of the following expenses
incurred by the Corporation, the Funds, or the Classes: custodial expenses;
membership dues in the Investment Company Institute or any similar
organization; transfer agency expenses; investment advisory expenses; costs
of printing and mailing stock certificates, prospectuses, reports and
notices; administrative expenses; interest on borrowed money; brokerage
commissions; taxes and fees payable to federal, state and other governmental
agencies; fees of Directors of the Corporation; outside auditing expenses;
outside legal expenses; or other expenses not specified in this Article 3
which may be properly payable by the Corporation.
C. Services will invoice the Funds as soon as practicable after the
end of each calendar month, and said invoices will be detailed in accordance
with Schedule A and Schedule B. The Corporation will promptly pay to
Services the amount of such invoice.
D. Any compensation agreed to hereunder may be adjusted from time to
time by attaching to Schedule A a revised Schedule A dated and signed by a
duly authorized officer of the Corporation and a duly authorized officer of
Services.
E. The fee for the period from the effective date of application of
this Agreement with respect to a Fund or a Class to the end of the initial
month shall be prorated according to the proportion that such period bears
to the full month period. Upon any termination of this Agreement before the
end of any month, the fee for such period shall be prorated according to the
4
proportion which such period bears to the full month period. For purposes
of determining fees payable to Services, the value of the Fund's net assets
shall be computed at the time and in the manner specified in the Fund's
prospectus.
F. Services in its sole discretion may from time to time employ or
associate with itself such person or persons as Services may reasonably
believe to be particularly suited to assist it in performing services under
this Agreement. Such person or persons may be officers and employees who
are employed by both Services and the Corporation. The compensation of such
person or persons shall be paid by Services and no obligation shall be
incurred on behalf of the Corporation, the Funds, or the Classes in such
respect. Services and such person or persons employed by Services, agree to
keep confidential all proprietary information, including without limitation
information concerning the Corporation's shareholders, relating in any
manner to the Corporation.
SECTION TWO: SHAREHOLDER RECORDKEEPING.
Article 4. Terms of Appointment.
Subject to the terms and conditions set forth in this Agreement, the
Corporation hereby employs and appoints Services to act as, and Services
agrees to act as, transfer agent for each Fund's Shares, dividend disbursing
agent, and agent in connection with any accumulation, open-account or
similar plans provided to the shareholders of any Fund ("Shareholders"),
including without limitation any periodic investment plan or periodic
withdrawal program.
5
Proper Instructions as used throughout Section Two of this Agreement
means a writing signed or initialed by one or more person or persons as the
Board shall have from time to time authorized. Each such writing shall set
forth the specific transaction or type of transaction involved. Oral
instructions will be considered Proper Instructions if Services reasonably
believes them to have been given by a person previously authorized in Proper
Instructions to give such instructions with respect to the transaction
involved. The Corporation and Services shall cause all oral instructions to
be confirmed in writing. Proper Instructions may include communications
effected directly between electro-mechanical or electronic devices provided
that the Corporation and Services are satisfied that such procedures afford
adequate safeguards for a Fund's assets. Proper Instructions may only be
amended in writing.
Article 5. Duties of Services.
Services agrees that it will perform the following services in
accordance with Proper Instructions as may be provided from time to time by
the Corporation as to any Fund:
A. Purchases
(1) Services shall receive orders and payment for the purchase of
shares and promptly deliver payment and appropriate documentation
therefore to the safekeeping custodian of the relevant Fund (the
"Custodian"). Services shall promptly notify the Corporation and
the Custodian on a daily basis of the total amount of orders and
payments so delivered.
6
(2) Pursuant to purchase orders and in accordance with the Fund's
current prospectus, Services shall compute and issue the
appropriate number of shares and hold such shares in the
appropriate Shareholder accounts.
(3) If a Shareholder or its agent requests a certificate,
Services, as Transfer Agent, shall countersign and mail by first
class mail, a certificate to the Shareholder at his address as
set forth on the transfer books of the Fund, subject to any
Proper Instructions regarding the delivery of certificates.
(4) In the event that any check or other order for the purchase of
Shares of the Fund is returned unpaid for any reason, Services
shall debit the Share account of the Shareholder by the number of
Shares that had been credited to his account upon receipt of the
check or other order, promptly mail a debit advice to the
Shareholder, and notify the Corporation of its action. In the
event that the amount paid for such Shares exceeds proceeds of
the redemption of such Shares plus the amount of any dividends
paid with respect to such Shares, Services will receive
reimbursement of such excess from the Fund or its distributor.
B. Distribution
(1) Upon notification by the Corporation of the declaration of any
distribution to shareholders, Services shall act as Dividend
Disbursing Agent for the Fund in accordance with the provisions
of its governing document and the then current prospectus of the
7
Fund and as such shall prepare and mail or credit income, capital
gain, or any other payments to Shareholders. As the Dividend
Disbursing Agent, Services 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 which is
payable in cash and request the Custodian to make available
sufficient funds for the cash amount to be paid out. Services
shall reconcile the amounts so requested and the amounts actually
received with the Custodian on a daily basis. If a Shareholder
is entitled to receive additional Shares by virtue of any such
distribution or dividend, appropriate credits shall be made to
the Shareholder's account and certificates delivered where
requested; and
(2) Services shall maintain records of account for each Fund and
advise the Corporation and its Shareholders as to the
foregoing.
C. Redemptions and Transfers
(1) Services shall receive redemption requests and redemption
directions and, if such redemption requests comply with the
procedures as may be described in the Fund prospectus or set
forth in Proper Instructions, deliver the appropriate
instructions therefore to the Custodian.
(2) At the appropriate time as and when it receives monies paid to
it by the Custodian with respect to any redemption, Services
shall pay over or cause to be paid over in the appropriate manner
8
such monies as instructed by the redeeming Shareholders, pursuant
to procedures described in the then current prospectus of the
Fund.
(3) If any such certificate or request for redemption does not
comply with the procedures for redemption approved by the
Corporation, Services shall promptly notify the Shareholder and
the Corporation of such fact, together with the reason therefor,
and shall effect such redemption at the price applicable to the
date and time of receipt of documents complying with said
procedures.
(4) Services shall effect transfers of Shares by the registered
owners thereof.
(5) Services shall identify and process abandoned accounts and
uncashed checks for state escheat requirements on an annual basis
and report such actions to the Corporation.
D. Recordkeeping
(1) Services shall record the issuance of shares of the Fund and
maintain pursuant to applicable rules of the Securities and
Exchange Commission ("SEC") a record of the total number of
shares of the Fund which are authorized, based upon data provided
to it by the Corporation, and issued and outstanding. Services
shall also provide the Corporation on a regular basis or upon
reasonable request with the total number of Shares which are
authorized and issued and outstanding, but shall have no
9
obligation when recording the issuance of Shares, except as
otherwise set forth herein, to monitor the issuance of such
shares or to take cognizance of any laws relating to the issue or
sale of such Shares, which functions shall be the sole
responsibility of the Corporation or its duly authorized agents.
(2) Services shall establish and maintain records pursuant to
applicable rules of the SEC relating to the services to be
performed hereunder in the form and manner as agreed to by the
Corporation to include a record for each Shareholder's account of
the following:
(a) Name, address and tax identifying 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 withholdings in the case of a
foreign account or an account for which withholding is
required by the Internal Revenue Code;
(f) Any dividend reinvestment order, plan application,
dividend address and correspondence relating to the current
maintenance of the account;
10
(g) Certificate numbers and denominations for any Shareholder
holding certificates;
(h) Any information required in order for Services to perform
the calculations contemplated or required by this Agreement.
(3) Services shall preserve any such records required to be
maintained pursuant to the rules of the SEC for the periods
prescribed in said Rules as specifically noted below. Such
record retention shall be at the expense of the Fund, and such
records may be inspected by the Corporation at reasonable times.
Services may, at its option at any time, and shall forthwith upon
the Corporation's demand, turn over to the Corporation and cease
to retain in Services's files, records and documents created and
maintained by Services pursuant to this Agreement, which are no
longer needed by Services in performance of its services or for
its protection. If not so turned over to the Corporation, such
records and documents will be retained by Services for six years
from the year of creation, during the first two of which such
documents will be in readily accessible form. At the end of the
six year period, such records and documents will either be turned
over to the Corporation or destroyed in accordance with written
instructions from the Corporation.
E. Confirmations/Reports
(1) Services shall furnish to the Corporation periodically the
following information:
11
(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 delivered from time to time by the
Corporation to Services;
(d) 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;
(f) Such other information as may be agreed upon from time to
time.
(2) Services shall prepare in the appropriate form, file with the
Internal Revenue Service and appropriate state agencies, and, if
required, mail to Shareholders, such notices for reporting
dividends and distributions paid as are required to be so filed
and mailed and shall withhold such sums as are required to be
withheld under applicable federal and state income tax laws,
rules and regulations.
(3) In addition to and not in lieu of the services set forth
above, Services shall:
12
(a) Perform all of 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), including but not limited to:
maintaining all Shareholder accounts, preparing Shareholder
meeting lists, mailing proxies, receiving and tabulating
proxies, mailing 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
with respect to dividends and distributions by federal
authorities for all Shareholders, preparing and mailing
confirmation forms and statements of account to Shareholders
for all purchases and redemptions of Shares and other
confirmable transactions in Shareholder accounts, preparing
and mailing activity statements for Shareholders, and
providing Shareholder account information; and
(b) provide a system which will enable the Corporation to
monitor the total number of Shares of each Fund sold in each
state ("blue sky reporting"). The Corporation or its
distributor shall by Proper Instructions (i) identify to
Services those transactions and assets to be treated as
exempt from the 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
13
daily activity for each state. The responsibility of
Services for each Fund's state blue sky registration status
is limited solely to the recording of the initial
classification of transactions or accounts with regard to
blue sky compliance and the reporting of such transactions
and accounts to the Corporation as provided above.
F. Other Duties
(1) Services shall answer correspondence from Shareholders
relating
to their Share accounts and such other correspondence as may
from time to time be addressed to Services;
(2) Services shall mail proxy cards and other material supplied to
it by the Corporation in connection with Shareholder Meetings
of each Fund; receive, examine and tabulate returned proxies;
and certify the vote of the Shareholders;
(3) Services shall establish and maintain facilities and
procedures for safekeeping of stock certificates, check forms and
facsimile signature imprinting devices, if any; and for the
preparation or use, and for keeping account of, such
certificates, forms and devices.
Article 6. Duties of the Corporation.
A. Compliance
14
Under this Agreement and vis-a-vis Services, the Corporation
assumes full responsibility for the preparation, contents and
distribution of each prospectus of the Fund and for complying with
all applicable requirements of the Securities Act of 1933, as
amended, the 1940 Act and any laws, rules and regulations of
government authorities having jurisdiction.
B. Share Certificates
The Corporation shall supply Services with a sufficient supply of
blank Share certificates and from time to time shall renew such
supply upon request of Services. Such blank Share certificates shall
be properly signed, manually or by facsimile, if authorized by the
Corporation and shall bear the seal of the Corporation or facsimile
thereof; and notwithstanding the death, resignation or removal of any
officer of the Corporation authorized to sign certificates, Services
may continue to countersign certificates which bear the manual or
facsimile signature of such officer until otherwise directed by the
Corporation.
C. Distributions
The Corporation shall promptly inform Services of the declaration
of any dividend or distribution on account of any Fund's shares.
Article 7. Fees and Expenses.
A. Annual Fee
15
For performance by Services pursuant to Section Two of this
Agreement, the Corporation agrees to pay Services an annual
maintenance fee for each Shareholder account as set out in the fee
schedule, Schedule C attached hereto. Such fees may be changed from
time to time subject to mutual written agreement between the
Corporation and Services. Pursuant to information in the Corporation
prospectus or other information or instructions from the Corporation,
Services may sub-divide any Fund into Classes or other sub-components
for recordkeeping purposes. Services will charge the Fund the fees
set forth on Schedule C for each such Class or sub-component the same
as if each were a Fund.
B. Reimbursements
In addition to the fee paid under Article 7A above, the Corporation
agrees to reimburse Services for out-of-pocket expenses or advances
incurred by Services for the items set out in Schedule D, attached
hereto. In addition, any other expenses incurred by Services at the
request or with the consent of the Corporation, will be reimbursed by
the appropriate Fund.
C. Payment
Services shall issue billing notices with respect to fees and
reimbursable expenses on a timely basis, generally within 15 days
following the end of the month in which the fees and expenses have
been incurred. The Corporation agrees to pay all fees and
reimbursable expenses within 30 days following the receipt of the
respective billing notices.
16
Article 8. Assignment of Shareholder Recordkeeping.
Except as provided below, neither this Agreement nor any rights or
obligations hereunder may be assigned by either party without the
written consent of the other party.
(1) This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and
assigns.
(2) Services may without further consent on the part of the
Corporation subcontract for the performance hereof with
(A) Boston Financial Data Services, Inc., a Massachusetts Trust
("BFDS"), which is 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 (B) a BFDS
subsidiary duly registered as a transfer agent pursuant to
Section 17A(c)(1), or (C) a BFDS affiliate; provided, however,
that Services shall be as fully responsible to the Corporation
for the acts and omissions of any subcontractor as it is for its
own acts and omissions.
SECTION THREE: GENERAL PROVISIONS.
Article 9. Documents.
17
A. In connection with the appointment of Services under this
Agreement, the Corporation shall file with Services the following documents:
(1) A copy of the Articles of Incorporation and By-Laws of the
Corporation and all amendments thereto;
(2) A copy of the resolution of the Board of the Corporation
authorizing this Agreement;
(3) Specimens of all forms of outstanding Share certificates of
the Funds in the forms approved by the Board of the Corporation
with a certificate of the Secretary of the Corporation as to such
approval;
(4) All account application forms and other documents relating to
Shareholders accounts; and
(5) A copy of the current prospectus for each Fund.
B. The Corporation will also furnish from time to time the following
documents:
(1) Each resolution of the Board of the Corporation authorizing
the original issuance of each Fund's Shares;
(2) Each Registration Statement filed with the SEC and amendments
thereof and orders relating thereto in effect with respect to the
sale of Shares of any Fund;
18
(3) A certified copy of each amendment to the governing document
and the By-Laws of the Corporation;
(4) Certified copies of each vote of the Board authorizing
officers to give Proper Instructions to the Transfer Agent;
(5) Specimens of all new Share certificates representing Shares of
any Fund, accompanied by Board resolutions approving such forms;
(6) Such other certificates, documents or opinions which Services
may, in its discretion, deem necessary or appropriate in the
proper performance of its duties; and
(7) Revisions to the prospectus of any Fund.
Article 10. Representations and Warranties.
A. Representations and Warranties of Services
Services represents and warrants to the Corporation that:
(1) It is a business trust duly organized and existing and in good
standing under the laws of the State of Delaware.
(2) It is duly qualified to carry on its business in the State of
Delaware.
(3) It is empowered under applicable laws and by its charter and
by-laws to enter into and perform this Agreement.
19
(4) All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
(5) It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
(6) It is in compliance with federal securities law requirements
and in good standing as a transfer agent.
B. Representations and Warranties of the Corporation
The Corporation represents and warrants to Services that:
(1) It is a corporation duly organized and existing and in good
standing under the laws of the State of Wisconsin.
(2) It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this
Agreement.
(3) All corporate proceedings required by said Articles of
Incorporation and By-Laws have been taken to authorize it to
enter into and perform this Agreement.
(4) The Corporation is an open-end investment company registered
under the 1940 Act.
20
(5) A registration statement under the Securities Act of 1933 will
be effective, and appropriate state securities law filings have
been made and will continue to be made, with respect to all
Shares of each Fund being offered for sale.
Article 11. Standard of Care/Indemnification.
A. Standard of Care
Services shall be held to a standard of reasonable care in carrying
out the provisions of this Agreement; provided, however that Services
shall be held to any higher standard of care which would be imposed
upon Services by any applicable law or regulation even though such
stated standard of care was not part of this Agreement.
B. Indemnification by Corporation
Services shall not be responsible for and the Corporation shall
indemnify and hold Services harmless against any and all losses,
damages, costs, charges, counsel fees, payments, expenses and
liabilities arising out of or attributable to:
(1) The Corporation's refusal or failure to comply with the terms
of this Agreement, or which arise out of the Corporation's lack
of good faith, negligence or willful misconduct or which arise
out of the breach of any representation or warranty of the
Corporation hereunder.
21
(2) The reliance on or use by Services or its agents or
subcontractors of information, records and documents in proper
form which
(a) are received by Services or its agents or subcontractors
and furnished to it by or on behalf of the Corporation, its
shareholders or investors regarding the purchase, redemption
or transfer of shares and shareholder account information, or
(b) have been prepared and/or maintained by the Corporation
or its affiliates or any other person or firm on behalf of
the Corporation.
(3) The reliance on, or the carrying out by Services or its agents
or subcontractors of, Proper Instructions of the Corporation.
(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 Services shall not be protected by this
Article 11.B. from liability for any act or omission resulting from
Services's lack of good faith, negligence, willful misconduct, or
failure to meet the standard of care set forth in Article 11.A.,
above.
22
C. Indemnification by Services
Services shall indemnify and hold each Fund harmless from and
against any and all losses, damages, costs, charges, counsel fees,
payments, expenses and liabilities arising out of or attributable to
any action or failure or omission to act by Services as a result of
Services's lack of good faith, negligence, willful misconduct, or
failure to meet the standard of care set forth in Article 11.A above.
D. Reliance
At any time Services may apply to any officer of the Corporation
for written instructions, and may consult with legal counsel
acceptable to the Board of Directors of the Corporation with respect
to any matter arising in connection with the services to be performed
by Services under this Agreement, and Services and its agents or
subcontractors shall not be liable and shall be indemnified by the
appropriate Fund for any action reasonably taken or omitted by it in
reliance upon such written instructions or upon the opinion of such
counsel provided such action is not in violation of applicable
Federal or state laws or regulations. Services, its agents and
subcontractors shall be protected and indemnified in recognizing
stock certificates which are reasonably believed to bear the proper
manual or facsimile signatures of the officer of the Corporation, and
the proper countersignature of any former transfer agent or
registrar, or of a co-transfer agent or co-registrar.
E. Notification
23
In order that the indemnification provisions contained in this
Article 11 shall apply, upon the assertion of a claim for which
either party may be required to indemnify the other, the party
seeking indemnification shall promptly notify the other party of such
assertion, and shall keep the other party advised with respect to all
developments concerning such claim. The party who may be required to
indemnify shall have the option to participate with the party seeking
indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any
compromise in any case in which the other party may be required to
indemnify it except with the other party's prior written consent.
Article 12. Termination of Agreement.
This Agreement may be terminated at any time without payment of any
penalty by either party upon one hundred twenty (120) days written notice to
the other. Should the Corporation exercise its rights to terminate, all
out-of-pocket expenses associated with the movement of records and materials
will be borne by the appropriate Fund. Additionally, Services reserves the
right to charge for any other reasonable expenses associated with
termination by the Corporation.
Article 13. Amendment.
This Agreement may be amended or modified by a written agreement
executed by both parties.
Article 14. Interpretive and Additional Provisions.
24
In connection with the operation of this Agreement, Services and the
Corporation may from time to time agree on such provisions interpretive of
or in addition to the provisions of this Agreement as may in their joint
opinion be consistent with the general tenor of this Agreement. Any such
interpretive or additional provisions shall be in a writing signed by both
parties and shall be annexed hereto, provided that no such interpretive or
additional provisions shall contravene any applicable Federal or state
regulations or any provision of the Articles of Incorporation or By-Laws of
the Corporation. No interpretive or additional provisions made as provided
in the preceding sentence shall be deemed to be an amendment of this
Agreement.
Article 15. Governing Law. Wisconsin Law to Apply
This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of Wisconsin.
Article 16. Notices.
Except as otherwise specifically provided herein, Notices and other
writings delivered or mailed postage prepaid to the Corporation at Federated
Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or to Services at
Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or to such
other address as the Corporation or Services may hereafter specify, shall be
deemed to have been properly delivered or given hereunder to the respective
address.
Article 17. Counterparts.
25
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original.
Article 18. Proprietary and Confidential Information.
Services agrees on behalf of itself and its directors, officers,
employees and agents to treat confidentially and as proprietary information
of the Corporation all records and other information relative to the
Corporation and prior, present, or potential Shareholders, and not to use
such records and information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior notification to
and approval in writing by the Corporation which approval may not be
withheld where Services may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities, or when so requested by the
Corporation.
Article 19. Limitations of Liability of Trustees and Shareholders
of Services.
The execution and delivery of this Agreement have been authorized by
the Trustees of Services and signed by an authorized officer of Services,
acting as such, and neither such authorization by such 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 Services, but bind only the property of
the Corporation as provided in the Articles of Incorporation.
26
Article 20. Assignment.
This Agreement and the rights and duties hereunder shall not be
assignable with respect to a Fund by either of the parties hereto except by
the specific written consent of the other party.
Article 21. Merger of Agreement.
This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject hereof
whether oral or written.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their seals by and through
their duly authorized officers, as of the day and year first above written.
ATTEST: ▇▇▇▇▇▇▇▇ FUNDS, INC.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Assistant Secretary Vice President
27
ATTEST: FEDERATED SERVICES COMPANY
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Assistant Secretary Vice President
SCHEDULE A
FUND ACCOUNTING AND SHAREHOLDER RECORDKEEPING AGREEMENT
Compensation for Fund Accounting
Annual Fees per Fund
$30,000
plus 2.0 basis points on average net assets of the Fund from $100
million but less than $250 million.
plus 1.5 basis points on average net assets of the Fund from $250
million but less than $500 million.
28
plus 1.0 basis point on average net assets of the Fund from and over
$500 million.
plus $1,000.00 per month for each Class beyond the first Class.
The monthly fee will be $ 1,000.00 per Class with no asset charge
for those months where Federated is the only shareholder in that
Class, due to its seeding of the fund. In this regard, the fund
will be charged for the entire month, without proration, based on
its status at the end of the month.
SCHEDULE B
Out-of-Pocket Expenses
Fund Accounting
I. Out-of-pocket expense include, but are not limited to, the following:
- Postage (including overnight courier service)
- Statement Stock
- Envelopes
29
- Telephones
- Telecommunication Charges (including FAX)
- Travel
- Duplicating
- Forms
- Supplies
- Microfiche
- Computer Access Charges
- Client Specific System Enhancements
- Access to the Shareholder Recordkeeping System
- Security Pricing Services
SCHEDULE D
FUND ACCOUNTING AND SHAREHOLDER RECORDKEEPING AGREEMENT
between
FEDERATED SERVICES COMPANY
and
▇▇▇▇▇▇▇▇ FUNDS, INC.
30
Out-of-Pocket Expenses Schedule
- Postage (including overnight courier service)
- Statement Stock
- Envelopes
- Telephones
- Telecommunication Charges (including FAX)
- Travel
- Duplicating
- Forms
- Supplies
- Microfiche
- Computer Access Charges
- Client Specific System Enhancements
- Access to the Shareholder Recordkeeping System
SCHEDULE C
FUND ACCOUNTING AND SHAREHOLDER RECORDKEEPING AGREEMENT
between
FEDERATED SERVICES COMPANY
31
and
▇▇▇▇▇▇▇▇ FUNDS, INC.
Fee Schedule
DAILY DIVIDEND ACCRUAL FUND
DECLARED DIVIDEND FUND
Annual Fee Per Shareholder
Fee Per Shareholder
Account
Account
BASE TRANSFER AGENCY SERVICES
- System Access, Funds Control & $16.65 per Account plus
$8.75 per Account plus
Reconcilement, Statement Processing Out-of-Pocket Expenses
Out-of-Pocket Expenses
and Correspondence
TAXPAYER IDENTIFICATION PROCESSING (TIN) - Maintenance and certification -
maintenance $.25 per item,
certification $.10 per item.
The ACCOUNT FEE is an annualized amount, prorated on a monthly basis for
billing purposes.
32
MINIMUM TRANSFER AGENT FEE - $1,000/month per Fund, Class or other sub-
division, no introductory
waiver period.
CLOSED ACCOUNT FEE - $.10 a month per closed account.
OUT OF POCKET EXPENSES - Include but not limited to: postage, forms,
telephone, microfilm,
microfiche, and expenses incurred at the specific direction of the fund.