Exhibit 9(vi) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
RECORDKEEPING AGREEMENT
(Vision Group of Funds, Inc.)
This Agreement is entered into as of the of 18th day of August, 1998,
between Empire Professional Services, Inc. ( "Recordkeeping Agent") and
Federated Shareholder Services Company ("FSSC").
Recordkeeping Agent shall provide the Recordkeeping Services enumerated
in Paragraph 1 herein to FSSC in accordance with the Operational Guidelines
(described in Exhibit C). Recordkeeping Agent shall maintain sub-accounts for
its customers ("Sub-accounts") in the Federated funds (the "Funds") (listed In
Exhibit A) in connection with the purchase and redemption of shares of the Funds
through one or more omnibus or master accounts in each Fund (individually, an
"Account" and collectively, the "Accounts"), subject to the terms and conditions
of this Agreement. In exchange, Recordkeeping Agent shall receive a
recordkeeping fee (described in Exhibit B).
1. RECORDKEEPING SERVICES. Recordkeeping Agent shall provide to FSSC, for
the benefit of shareholders of the Funds the following services:
A. Sub-Accounting. Sub-accounting for Recordkeeping Agent's customers
shall be the responsibility of the Recordkeeping Agent. Sub-accounts will be
maintained in accordance with the prospectus of each Fund. FSSC will recognize
on the books of the Funds each of Recordkeeping Agent's Accounts (or retirement
plan serviced by Recordkeeping Agent, if applicable) as a single shareholder and
as an unallocated account in the Funds, and will not maintain separate accounts
for each of Recordkeeping Agent's customers.
B. Maintenance of Records. Recordkeeping Agent shall maintain and
preserve all records as required by law to be maintained and preserved in
connection with providing the Recordkeeping services. Upon the request of FSSC,
Recordkeeping Agent shall provide copies of all records relating to the Funds as
may reasonably be requested to enable the Funds or their representatives to (i)
respond to the directors/trustees requests for information; (ii) monitor and
review the services provided under this agreement; or (iii) comply with any
request of a governmental body or self-regulatory organization. If fees are
based upon number of Sub-accounts, Recordkeeping Agent agrees that it will
provide FSSC assurance from an independent auditor, upon request, that the fees
are being charged in accordance with this agreement. Recordkeeping Agent will
provide FSSC with access to the books and records in its possession relating to
the Sub-accounts upon reasonable notice during normal business hours.
C. Administrative Services. Recordkeeping Agent shall assist its
customers with any inquiries, transactions or requests such customers may have.
D. Other Services. Recordkeeping Agent shall provide other services to
shareholders of the Funds as FSSC, or its affiliates may reasonably request from
time to time.
E. Nature of Services. The Recordkeeping Agent and FSSC agree that the
payment of the Recordkeeping fee is for recordkeeping and administrative
services only and not for legal, investment, advisory or distribution services.
Also, Recordkeeping Agent will not be performing any of the transfer agency
functions set forth in Section 3(a)(25) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). In addition, the Recordkeeping Agent represents
that all purchases and redemptions of Fund shares contemplated by this Agreement
shall be effected in accordance with each Fund's then current prospectus, and
the arrangements provided for in this Agreement will be disclosed to each
Sub-account through Recordkeeping Agent and its representatives. Each party to
the Agreement represents that it will promptly notify the other in the event
that it for any reason is unable to perform any of its obligations under this
Agreement.
2. REGISTRATIONS AND MEMBERSHIPS. Each party hereby represents that it is duly
registered, as required, with all regulatory agencies, and is a member in good
standing of any requisite associations and self-regulatory organizations.
3. EXPENSES. Each party shall bear all expenses incidental to the performance of
its obligations under this Agreement.
4. INSURANCE. Recordkeeping Agent shall maintain appropriate insurance coverage,
including errors and omissions insurance, and if necessary, bonding, issued by a
qualified insurance carrier with a Best's rating of at least "A" or with the
highest rating by a nationally recognized statistical rating organization, of
the types ordinarily maintained by like agents servicing mutual funds or their
agents, and in commercially recognizable amounts. No provision of this Agreement
shall be construed to relieve an insurer of any obligation to pay claims to FSSC
or Recordkeeping Agent or other insured parties which would otherwise be a
covered claim in the absence of any provision of this Agreement.
5. Year 2000 Compliance. FSSC and the Recordkeeping Agent will examine and test
their systems and, as of the date hereof, have no knowledge of any situation or
circumstance that will inhibit Recordkeeping Agent's ability to perform the
Recordkeeping Services as a result of any business interruptions or other
business problems relating to specific dates or days before, during, and after
the year 2000. In connection with the foregoing, FSSC and Recordkeeping Agent
will make reasonable inquiry of their respective business partners and other
entities with whom they conduct business and will carefully consider the
responses of those third-parties.
6. INDEMNIFICATION. Each party agrees to indemnify and hold harmless the other
party and its affiliates, employees, and agents (the "Indemnitees") against any
losses, claims, damages, liabilities or expenses to which an Indemnitee may
become subject insofar as those losses, claims, damages, liabilities or expenses
or actions in respect thereof, arise out of or are based upon (i) such party's
negligence or willful misconduct in carrying out its duties and responsibilities
under this Agreement, or (ii) any breach by such party of any material provision
of this Agreement. Such party will reimburse the Indemnitee for any legal or
other expenses reasonably incurred, as incurred, by them in connection with
investigating or defending such loss, claim or action. This indemnity agreement
will be in addition to any liability which the party may otherwise have.
7. Termination of Agreement. This Agreement may be terminated at any time by
either party upon 90 days' written notice to the other party. Notwithstanding
the foregoing, this Agreement shall be terminated immediately upon either: (i) a
material breach by either party not cured within 30 days after notice from the
other; or (ii) with respect to a particular Fund, upon termination of the
transfer agency agreement between FSSC (or any successor or assignee of FSSC)
and that Fund; or (iii) with regard to any Sub-account, upon termination of the
services of either party to such Sub-account. The provisions of Section 6 shall
survive any termination of the Agreement.
8. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania applicable to
agreements fully executed and to be performed therein.
9. MODIFICATION. This Agreement may be modified or amended, and the terms of
this Agreement may be waived, only by a writing signed by each of the parties,
except that Federated may add or delete Funds from the list of available Funds
as it deems appropriate.
10. ASSIGNMENT OR SUBCONTRACTING. This Agreement shall not be assigned or
subcontracted by a party hereto, without the prior written consent of the other
parties hereto, except that party may assign or subcontract this Agreement to an
affiliate having the same ultimate ownership as the assigning or subcontracting
party without such consent.
11. FINANCIAL AND OPERATING INFORMATION. Recordkeeping Agent shall provide
either (i) annually a report completed by independent public accountants in
conformance with Statement on Auditing Standards # 70, if applicable, or (ii)
the Annual Study and Evaluation of Internal Accounting Control required under
Section 17Ad-13 of the Exchange Act, if applicable, and its audited financial
statements, if available, to the following address:
Federated Shareholder Services Company
Attn: Corporate Finance Group
Federated Investors Tower
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12. There is no Section 12.
13. Non-Exclusivity. FSSC acknowledges and agrees that Recordkeeping Agent may
enter into agreements similar to this Agreement with organizations other than
FSSC which also serve as transfer agents for mutual funds. Recordkeeping Agent
acknowledges and agrees that nothing contained herein shall prohibit FSSC from
providing administrative, sub-accounting or recordkeeping services to any
defined contribution or other employee benefit plan or from soliciting any such
plan or sponsor thereof or any other administrator or recordkeeper to enter into
any arrangement with FSSC or any affiliate of FSSC for such services.
IN WITNESS WHEREOF, the undersigned have executed this Agreement by
their duly authorized officers as of the date first above written.
Federated Shareholder Services
Empire Professional Services, Inc. Company
(RECORDKEEPING AGENT) (FSSC)
By: /s/ ▇▇▇ ▇ ▇▇▇▇▇▇ By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Print Name: ▇▇▇ ▇ ▇▇▇▇▇▇ Print Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and General Manager Title: Vice President
Address:Empire Professional Services, Inc. Address:1001 Liberty Avenue
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EXHIBIT A
VISION GROUP OF FUNDS, INC.
Fund Name Cusip Number
Vision Capital Appreciation Fund 92830F 70 3
Vision Treasury Money Market Fund 92830F 10 9
Vision Money Market Fund 92830F 30 7
Vision U.S. Government Securities Fund 92830F 40 6
Vision Growth & Income Fund 92830F 60 4
Vision Equity Income Fund 92830F 80 2
Vision New York Municipal Income Fund 92830F 50 5
Vision New York Tax-Free Money Market Fund 92830F 20 8
EXHIBIT B
Fee Schedule
Agent shall receive a fee at the rates set forth below:
o $7.00 per Sub-account
o
The amount of the fee shall be determined and shall become payable as of the
last business day of each month. Upon FSSC's request, Agent will provide FSSC
with an audit report of the records upon which such numbers are based.
It is understood and agreed that FSSC makes no representation or warranty as to
whether payment of the fees contemplated herein with respect to a retirement
plan constitutes a prohibited transaction as defined in Section 406 of The
Employee Retirement Income Security Act of 1974 (ERISA) (29 U.S.C. Sec. 1106),
or Section 4975 of The Internal Revenue Code of 1986 as amended (IRC) (26 U.S.C.
Sec. 4975)
EXHIBIT C
Operational Guidelines
(1) FSSC shall establish one or, if necessary, a number of Accounts in each
Fund in Recordkeeping Agent's designated name. Recordkeeping for the
Sub-accounts will be the responsibility of Recordkeeping Agent.
(2) Recordkeeping Agent shall, on behalf of FSSC, receive from the
Sub-accounts for acceptance prior to the Close of Trading on each
Business Day: (i) orders for the purchase of shares of the Funds, and
(ii) redemption requests and redemption and exchange directions with
respect to shares of the Funds held by the Sub-accounts
("Instructions"). Recordkeeping Agent shall upon its acceptance of any
such Instructions, communicate such acceptance to the Sub-accounts.
(3) Recordkeeping Agent or its designee will communicate to FSSC, by means
of electronic transmission or other mutually acceptable means, a report
of the trading activity of each Account in any of the Funds for the
most recent Business Day in accordance with each Fund's prospectus.
(4) All wire payments referenced in this Agreement shall be transmitted via
the Federal Reserve Wire Transfer System. Notwithstanding any other
provision of this Agreement, in the event that the Federal Reserve Wire
Transfer System is closed on any Business Day, the duties of FSSC,
Recordkeeping Agent, and their designees under this Agreement shall be
suspended, and shall resume on the next Business Day that the Federal
Reserve Wire Transfer System is open as if such period of suspension
had not occurred.