Exhibit 9(iv) under Form N-1A
Exhibit 10 under Item 601/Reg.S-K
ELECTRONIC COMMUNICATIONS AND RECORDKEEPING
AGREEMENT
between
FEDERATED SHAREHOLDER SERVICES COMPANY
and
WEST COAST TRUST COMPANY, INC.
AGREEMENT, made this 1st day of December, 1997, between FEDERATED
SHAREHOLDER SERVICES COMPANY on behalf of itself and its affiliates
("Federated"), with offices at Federated ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, and WEST COAST TRUST COMPANY, INC., on behalf of itself
and its affiliates and subsidiaries (the "Institution"), with offices at Salem,
Oregon.
WHEREAS, Institution desires to perform certain services on behalf of its
customers who are or may become Shareholders of mutual funds for which Federated
provides transfer agency services; and
WHEREAS, performance of such services may require access to Federated's
electronic communication and recordkeeping systems or may require Federated or
the Funds to act upon information about Shareholders (as hereafter defined) or
their Accounts (as hereafter defined) supplied by Institution;
WHEREAS, Federated is willing to provide such access or rely upon such
information as hereinafter provided, subject to the agreement of Institution to
provide indemnification to Federated;
NOW, THEREFORE, in consideration of the mutual promises contained herein,
and for good and valuable consideration, receipt of which is hereby
acknowledged, the parties, intending to be legally bound hereby, agree as
follows:
SECTION 1
CERTAIN DEFINITIONS
Section 1.1 Account. "Account" shall mean any shareholder account in any
Fund for which Institution provides services on behalf of its customers who are
or may become shareholders of the Funds.
Section 1.2 Authorized Person. "Authorized Person" shall mean each agent
or employee of Institution who is duly authorized to give Instructions (as such
term is defined below at Section 1.3) pursuant to this Agreement.
Section 1.3 Instruction(s). "Instruction(s)" shall mean any instruction or
communication including, but not limited to, an oral or written instruction or
communication, and any such instruction or communication originated by facsimile
indicating that such transmission originated from Institution, and instructions
or communications received electronically. Instructions may include, but are not
limited to, the following:
(a) communicating account openings through computer terminals located on
the Institution's premises (the "computer terminals"), through a
toll-free telephone number or otherwise;
(b) communicating account closings via the computer terminals, through a
toll-free telephone number or otherwise;
(c) entering purchase transactions through the computer terminals, through
a toll-free telephone number or otherwise;
(d) entering redemption transactions through the computer terminals,
through a toll-free telephone number or otherwise;
(e) electronically transferring and receiving funds for purchasing and
redeeming shares of a Fund, and confirming and reconciling all such
transactions; and
(f) account maintenance activity in Fund accounts.
Section 1.4 Shareholder. "Shareholder" shall mean the shareholder of record
of any Account.
SECTION 2
OBLIGATIONS OF INSTITUTION
Section 2.1 Authorization by Institution; Confirmation of Oral
Instructions. Institution hereby authorizes Federated to accept, rely upon and
act upon all Instructions received by Federated from or reasonably believed to
be from Institution, all without the delivery by Institution of written
authorization of the Shareholder. Institution authorizes Federated to accept,
rely upon and act upon oral Instructions by any person identifying himself as an
Authorized Person and to tape record such Instructions. Institution shall
confirm all oral Instructions on the same day as given by facsimile, however,
Federated may rely on the oral Instructions regardless of whether such facsimile
is received.
Section 2.2 Duties, Functions and Responsibilities. Institution shall
undertake the duties, functions and responsibilities contemplated hereby in a
businesslike and competent manner. Institution shall conduct its activities
under this Agreement in accordance with (a) all applicable laws, rules and
regulations; (b) the then-current registration statements of the Funds; and (c)
industry standards.
Section 2.3 Information about Shareholders. Institution shall provide to
Federated, with respect to each Account, the following information, and any
subsequent changes to such information, which Institution hereby certifies, to
the extent of its knowledge, information and belief, is, and shall remain, true
and correct: (a) the full and complete name of the Shareholder for Internal
Revenue Service information reporting; (b) the Shareholder's address; (c) the
Shareholder's Taxpayer Identification Number or notice of foreign status and
applicable backup or penalty withholding status; and (d) the state or country
code of tax residence of the Shareholder (if different from address).
Institution shall provide Federated with such information in writing or by
electronic transmission and any other medium that Federated reasonably requests.
Section 2.4 Reconciling to Fund Records. The book entry records of the
shareholder recordkeeping agent for each Fund shall be determinative with
respect to each Account. In the event Institution maintains records, e.g. for
omnibus accounts, Institution will notify Federated in writing of any
discrepancy between its records and the records of Federated and the Fund within
a reasonable period of time after it becomes aware of such discrepancy.
Notwithstanding anything to the contrary, Institution solely shall be
responsible and liable for any discrepancies between its records and the records
of Federated and the Funds, provided that such discrepancy is not solely a
result of the negligence of Federated or the Funds.
Section 2.5 Retirement Accounts To the extent Institution provides any
processing required in connection with acceptance of retirement plan accounts,
including Individual Retirement Accounts ("IRA's") as defined under section 408
of the Internal Revenue Code, as amended, Institution agrees to be responsible
for all required documentation in connection with such accounts, specifically
including acceptance on behalf of the retirement plan custodian. Federated
hereby authorizes Institution to provide such authorization in the name of such
custodian or trustee.
ARTICLE 3
OBLIGATIONS OF FEDERATED
Section 3.1 Acceptance of Instructions. Federated may, for all Accounts,
accept, rely upon and act upon all Instructions received by Federated from or
reasonably believed to be from Institution, all without the delivery by
Institution of written Instructions executed by a Shareholder.
Section 3.2 Reliance by Federated. Federated may conclusively rely upon
any Instructions received by it by any person whom Federated reasonably believes
to be an Authorized Person.
Section 3.3 Incomplete or Unclear Instructions. Federated shall not be
required to act on any Instructions that, in its sole determination, are
incomplete or unclear, and may defer action on such Instructions until Federated
has resolved any question to its reasonable satisfaction. Federated shall notify
Institution, by telephone or by facsimile, within one business day after it
fails to act on any Instructions that it has determined are incomplete or
unclear.
Section 3.4 Limitation of Access to Federated's Electronic Communication
and Recordkeeping Systems. Federated may limit access to its electronic
communication and recordkeeping systems. Notwithstanding any such limitation,
Federated may act and rely upon all Instructions in any form received by
Federated from or reasonably believed to be from an Authorized Person.
Section 3.5 Processing Instructions and Communications. Federated shall
correctly process any Instructions from Institution and execute the
Institution's Instructions within a reasonable period of time of receipt,
subject to any conditions or restrictions in the currently effective
registration statement of each Fund or other applicable restrictions.
Section 3.6 Performance as Transfer Agent. Federated shall perform all of
its obligations properly assigned to it under the Agreement for Fund Accounting,
Shareholder Recordkeeping, and Custody Services Procurement dated as of January
1, 1996.
ARTICLE 4
WARRANTIES AND REPRESENTATIONS OF INSTITUTION
Section 4.1 Organization and Authority. Institution warrants and
represents that it is a Bank and Trust company duly organized in the
Commonwealth of pennsylvania and has the power and authority to conduct its
business. The execution, delivery and performance by Institution of this
Agreement has been duly authorized by all necessary corporate action of
Institution. This Agreement, when executed and delivered, will constitute the
legal, valid and binding obligation of Institution, enforceable against it in
accordance with its terms.
Section 4.2 Adequate Facilities. Institution warrants and represents that
it has adequate facilities, equipment, procedures, controls and skilled
personnel to responsibly perform its duties and obligations hereunder.
Section 4.3 Authorization from Shareholders; and Notification to
Shareholders. Institution warrants and represents that:
4.3.1 each Shareholder has authorized Institution to act as
Shareholder's agent and to take any actions contemplated in this
Agreement with respect to each Account of each Shareholder;
4.3.2 Institution shall refrain from issuing Instructions with
respect to a Shareholder's Account immediately upon receipt of
notice that the Shareholder has revoked authorization to give such
Instructions;
4.3.3 all Instructions, including, but not limited to, changes in
registration, transfers, exchanges and liquidations, will be duly
authorized by the Shareholder of such Account and shall be lawful
and not submitted for any improper, inappropriate or illegal
purpose; and
4.3.4 Federated is properly authorized to effect changes in its or
the Funds records upon receipt of Instructions.
Section 4.4 Insurance. Institution warrants and represents that
Institution maintains adequate fidelity insurance, errors and omissions
insurance and other insurance coverage appropriate for the Institution's duties
and obligations under this Agreement. Upon written request, Institution will
provide evidence of such insurance coverage and on each such policy or bond.
Section 4.5 Taxpayer Identification. Institution warrants and represents
that each Taxpayer Identification Number or certificate of foreign status
provided by Institution to the Funds and Federated has been certified, under
penalties of perjury, by the Shareholder on the appropriate Internal Revenue
Service form or an acceptable substitute. Institution agrees that it shall
promptly advise the Funds or Federated of any other matter that may affect the
responsibilities of the Funds or Federated to Shareholders pursuant to the
Internal Revenue Code of 1986, as amended. Institution further agrees that it
shall maintain adequate documentation to verify the foregoing for each Account.
Section 4.6 Authority of Authorized Persons. Institution warrants and
represents that:
4.6.1 each Authorized Person set forth on the Certificate has been
duly authorized by a duly elected officer of Institution to provide
Instructions pursuant to this Agreement;
4.6.2 Institution shall adopt, implement and maintain procedures
reasonably designed to ensure the accuracy and integrity of all
Instructions, including, but not limited to, procedures (i)
requiring all Instructions on behalf of Institution to originate
from a specific office (or offices) designated by Institution; and
(ii) limiting the use of each computer terminal used for
transmitting Instructions to Federated's electronic communication
and recordkeeping systems to Authorized Persons with adequate
training and supervision. Upon Federated's request, Institution
shall provide Federated with copies of its security procedures with
respect to the foregoing and shall use and safeguard any access
passwords, codes, manuals or other information it obtains with
respect to Federated's electronic communication and recordkeeping
systems and the data thereon in a manner consonant with the
protection of its own proprietary business records.
Section 4.7 Institution's Financial Condition. Institution represents and
warrants that it shall deliver to Federated its audited annual report, its
quarterly financial reports and such other financial statements as Federated
shall reasonably request which indicate the Institution's financial condition
and, if applicable, net capital ratio. Institution further represents and
warrants that such statements fairly represent its financial condition and/or
net capital ratio on the date of such statements and that there has been no
material adverse change in its financial condition and/or net capital ratio
since that date.
Section 4.8 Confidentiality. Institution shall treat as confidential all
data it receives through Federated's electronic communication and recordkeeping
systems, except to the extent required by applicable law, rule or regulation.
ARTICLE 5
WARRANTIES AND REPRESENTATIONS OF FEDERATED
Section 5.1 Organization and Authority. Federated warrants and represents
that it is a business trust duly organized in the State of Delaware and has the
power and authority to conduct its business. The execution, delivery and
performance by Federated of this Agreement has been duly authorized by all
necessary corporate action of Federated. This Agreement, when executed and
delivered, will constitute the legal, valid and binding obligation of Federated,
enforceable against it in accordance with its terms.
Section 5.2 Proper Registration. Federated warrants that it has duly
registered as transfer agent pursuant to the Securities Exchange Act of 1934,
that its registration remains in full force and effect, and that it will take
all action required to maintain such registration as a transfer agent,
including, without limitation, making all required filings to the Securities and
Exchange Commission and complying with all rules of the Securities and Exchange
Commission applicable to transfer agents.
Section 5.3 Adequate Facilities. Federated warrant and represent that they
have adequate facilities, equipment, procedures, controls and skilled personnel
to perform their duties and obligations hereunder.
Section 5.4 Confidentiality. Federated shall treat as confidential all
data they receive from Institution through Federated's electronic communication
and recordkeeping systems, except to the extent required by applicable law, rule
or regulation.
ARTICLE 6
INDEMNIFICATION
Section 6.1 Indemnification by Institution. Institution shall indemnify
and hold harmless the Funds, the Funds' custodian, the Funds' transfer agent,
the Funds' underwriter, the Funds' investment adviser, Federated, each of their
affiliated companies, and all of the divisions, subsidiaries, directors,
trustees, officers, agents, subcontractors, employees and assigns of each of the
foregoing (collectively, "Indemnified Fund Parties"), against and from any and
all demands, damages, liabilities, and losses, or any threatened, pending or
completed actions, claims, suits, complaints, proceedings, or investigations
(including reasonable attorneys' fees and other costs, including all expenses of
litigation or arbitration, judgments, fines or amounts paid in settlement), to
which any of them may be or become subject as a result or arising out of: (a)
any action reasonably taken by Federated in reliance upon the Institution's
Instructions; (b) any act or omission by Institution or its agents which
constitutes negligence, gross negligence, or willful misconduct; (c) any breach
of the Institution's representations or warranties contained in this Agreement;
(d) the Institution's failure to comply with any of the terms of this Agreement;
(e) the failure by Institution to obtain authorization from a Shareholder to
facilitate any transaction through Federated's electronic communication and
recordkeeping systems; and (f) Federated's reasonable acceptance of and reliance
on any Instruction, in accordance with Article 3 of this Agreement without
supporting documentation. An Indemnified Fund Party may make demand for
indemnification for any payment, including any partial payment, made by the
Indemnified Fund Party in respect of any and all demands, damages, liabilities,
and losses, or any threatened, pending or completed actions, claims, suits,
complaints, proceedings, or investigations (including reasonable attorneys fees
and other costs, including all expenses of litigation or arbitration, judgments,
fines or amounts paid in settlement), to which any of them may be or become
subject which give rise to indemnification by Institution under this Agreement.
At the request of any of the Indemnified Fund Parties, Institution shall provide
for an appropriate defense against any circumstances which may give rise to
indemnification by Institution under this Agreement. In no event shall
Institution be liable for demands, damages, liabilities and losses arising out
of failure of its equipment or force majeure. Institution represents and
warrants that at all times it has sufficient financial resources, whether
through a fidelity bond or otherwise, to meet all of its indemnification
obligations arising under this Agreement.
Section 6.2 Indemnification by Federated. Federated shall indemnify and
hold harmless Institution, each of the Institution's affiliated companies, and
all of the divisions, subsidiaries, directors, officers, agents, subcontractors,
employees and assigns of each of the foregoing (collectively, "Indemnified
Institution Parties"), against and from any and all demands, damages,
liabilities, and losses, or any threatened, pending or completed actions,
claims, suits, complaints, proceedings, or investigations (including reasonable
attorneys fees and other costs, including all expenses of litigation or
arbitration, judgments, fines or amounts paid
in settlement) to which any of them may be or become subject as a result or
arising out of: (a) any act or omission by Federated or its agents which
constitutes negligence, gross negligence or willful misconduct; (b) any breach
of Federated's representations or warranties contained in this Agreement; or (c)
Federated's failure to obtain proper Instructions from Institution; or (d)
Federated's failure to comply with any of the terms of this Agreement. An
Indemnified Institution Party may make demand for indemnification for any
payment, including any partial payment, made by the Indemnified Institution
Party in respect of any and all demands, damages, liabilities, and losses, or
any threatened, pending or completed actions, claims, suits, complaints,
proceedings, or investigations (including reasonable attorneys fees and other
costs, including all expenses of litigation or arbitration, judgments, fines or
amounts paid in settlement), to which any of them may be or become subject which
give rise to indemnification by Institution under this Agreement. At the request
of any of the Indemnified Institution Parties, Federated shall provide for an
appropriate defense against any circumstances which which give rise to
indemnification by Institution under this Agreement. In no event shall Federated
be liable for demands, damages, liabilities and losses arising out of failure of
its equipment or force majeure. Federated represents and warrants that at all
times it has sufficient financial resources, whether through a fidelity bond or
otherwise, to meet all of its indemnification obligations arising under this
Agreement.
Section 6.3 Contribution, Cooperation, Good Faith. The parties recognize
that certain circumstances will arise a loss may not be clearly attributable to
one party or the other. The parties agree to cooperate with each other and to
act in good faith in examining the facts of such situations, and understand that
in certain of such situations it will be appropriate for both the Fund
Indemnified Parties and the Indemnified Institution Parties to contribute to
effect a resolution of the matter.
ARTICLE 7
MISCELLANEOUS
Section 7.1 Termination. Either party may terminate this Agreement upon 30
days' written notice to the other party. The obligations of Article 6 shall
survive the termination of this Agreement.
Section 7.2 Force Majeure. Neither Federated nor Institution shall have no
liability for cessation of services hereunder or any damages resulting therefrom
to Institution as a result of work stoppage, power or other mechanical failure,
natural disaster, governmental action, communication disruption or other
impossibility of performance.
Section 7.3 Choice of Law and Venue. This Agreement shall be governed by,
and construed in accordance with, the laws of The Commonwealth of Pennsylvania,
without regard to conflict of law. The venue shall be The Western District of
Pennsylvania.
Section 7.4 Assignment. This Agreement may not be transferred or assigned
by either party without the prior written consent of the other party (other than
pursuant to a consolidation, merger, transfer of all or substantially all the
assets or other business combination transaction) and any purported transfer or
assignment without such consent will be void.
Section 7.5 Notice. Whenever notice is required under this Agreement, it
shall be given in writing by first class mail, return receipt requested, to
Federated at Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779,
attention: Vice President, Transfer Agency Services, Federated Services Company,
attention: ▇▇▇ ▇▇▇▇▇▇▇; and to West Coast Trust Company, Inc. at Salem, Oregon,
attention: Manager- Trust and Financial Services.
Section 7.6 Integrity of Data. Institution shall take all reasonable steps
to protect and insure the integrity of the data it transmits into Federated's
electronic communication and recordkeeping systems and to prevent the damage of
records maintained by others, including the Funds or Federated.
Section 7.7 Entire Agreement. This Agreement sets forth the entire
agreement and understanding between the parties as to the subject matter hereof
and supersedes all oral communications and prior writings with respect thereto,
and neither of the parties shall be bound by any conditions, warranties, or
representations with respect to such subject matter other than as expressly
provided herein, or as duly set forth on or subsequent to the effective date
hereof in writing and signed by a proper and duly authorized representative of
the party to be bound thereby.
Section 7.8 Attorneys' Fees. If any dispute arising out of this Agreement
is litigated between the parties hereto, the prevailing party shall be entitled
to recover its reasonable attorneys' fees in addition to any other relief to
which it may be entitled.
Section 7.9 Waiver of Remedies. A waiver of a breach or a default under
this Agreement shall not be a waiver of any subsequent default. Failure of
either party to enforce compliance with any term or condition of this Agreement
shall not constitute a waiver of such term or condition.
Section 7.10 Captions. Captions contained in this Agreement are for
reference purposes only and are not part of this Agreement. --------
Section 7.11 Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an ------------
original.
Section 7.12 Severability. If any provision of this Agreement is held to
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.
Section 7.13 Amendment. No amendment, modification or waiver in respect of
this Agreement will be effective unless in writing and executed by each of the
parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date first above written by their respective officers hereunto duly
authorized.
FEDERATED SHAREHOLDER SERVICES COMPANY
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
WEST COAST TRUST COMPANY, INC.
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: President
SCHEDULE A
CERTIFICATE OF AUTHORIZED INDIVIDUALS
(date)
NAME, TITLE SIGNATURE, FACSIMILE SIGNATURE
▇▇▇▇▇▇ ▇▇▇▇▇▇, Senior Vice President /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Asst. Vice President /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, Securities Specialist /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, Trust Operations Asst. /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
The undersigned hereby attest that they are officers of West Coast Trust
Company, Inc. and are duly authorized to, and do so designate the aforelisted
individuals as Authorized Persons under the Electronic Communications and
Recordkeeping Agreement between West Coast Trust Company, Inc. and Federated
Shaeholder Services Company this designation to be effective as of December 1,
1997.
WEST COAST TRUST COMPANY
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: President
FEDERATED SHAREHOLDER SERVICES COMPANY
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President