Exhibit 8 Under Form N-1A
CUSTODIAN AGREEMENT
BETWEEN
FEDERATED INVESTMENT PORTFOLIOS
AND
INVESTORS BANK & TRUST COMPANY
TABLE OF CONTENTS
Page
1. Bank Appointed Custodian
................................................................ 1
2.
Definitions...............................................................
............................. 1
2.1 Authorized
Person........................................................... 1
2.2
Board.....................................................................
.........
2.3
Security..................................................................
......... 1
2.4 Portfolio
Security............................................................ 1
2.5 Officers'
Certificate......................................................... 1
2.6 Book-Entry
System......................................................... 1
2.7
Depository................................................................
...... 1
2.8 Proper
Instructions.......................................................... 2
3. Separate
Accounts.......................................................................
........... 2
4. Certification as to Authorized
Persons.................................................... 2
5. Custody of
Cash...........................................................................
.......... 2
5.1 Purchase of
Securities...................................................... 3
5.2
Withdrawals...............................................................
... 3
5.3 Distributions and Expenses of
Trust................................... 3
5.4 Payment in Respect of
Securities...................................... 3
5.5 Repayment of
Loans......................................................... 3
5.6 Repayment of
Cash.......................................................... 3
5.7 Foreign Exchange
Transactions....................................... 3
5.8 Other Authorized
Payments............................................. 3
5.9
Termination...............................................................
...... 4
6.
Securities................................................................
............................... 4
6.1 Segregation and
Registration........................................... 4
6.2 Voting and
Proxies.......................................................... 4
6.3 Book-Entry
System......................................................... 4
6.4 Use of a
Depository......................................................... 5
6.5 Use of Book-Entry System for Commercial Paper........... 6
6.6 Use of Immobilization
Programs..................................... 7
6.7
Reserved...............................................................
7
6.8 Options and Futures
Transactions.................................... 7
(a) Puts and Calls Traded on Securities Exchanges,
NASDAQ or Over-the-Counter.......................... 7
Page
(b) Puts, Calls, and Futures Traded
on Commodities Exchanges.............................
8
6.9 Segregated
Account....................................................... 8
6.10 Interest Bearing Call or Time Deposits..........................
9
6.11 Transfer of
Securities.................................................... 9
7.
Withdrawals...............................................................
......................... 10
8. Merger, Dissolution, etc. of
Trust......................................................... 10
9. Actions of Bank Without Prior
Authorization...................................... 10
10. Collections and
Defaults.......................................................................
11
11. Maintenance of
Records........................................................................
11
12. Trust
Evaluation.....................................................................
............. 11
13. Concerning the
Bank...........................................................................
. 12
13.1 Performance of Duties;
Standard of Care
....................................................... 12
13.2 Agents and Subcustodians with Respect to Property
of the Trust Held in the United
States......................... 13
13.3 Reserved 13
13.4
Insurance.................................................................
..... 16
13.5 Fees and Expenses of
Bank.......................................... 16
13.6 Advances by
Bank......................................................16
14.
Termination...............................................................
.......................... 16
15.
Confidentiality...........................................................
.......................... 17
16.
Notices...................................................................
............................. 17
17.
Amendments................................................................
....................... 17
18.
Parties...................................................................
.............................. 17
19. Governing
Law............................................................................
....... 18
20.
Counterparts..............................................................
......................... 18
21. Limitation of
Liability......................................................................
. 18
CUSTODIAN AGREEMENT
AGREEMENT made as of this 1st day of December, 1995, between FEDERATED
INVESTMENT PORTFOLIOS, a Massachusetts business trust (the "Trust") and
INVESTORS BANK & TRUST COMPANY (the "Bank").
The Trust, an open-end management investment company, desires to place and
maintain certain of its portfolio securities and cash in the custody of the
Bank. The Bank has at least the minimum qualifications required by Section
17(f)(1) of the Investment Company Act of 1940 (the "1940 Act") to act as
custodian of the portfolio securities and cash of the Trust, and has indicated
its willingness to so act, subject to the terms and conditions of this
Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements contained herein, the parties hereto agree as follows:
1. Bank Appointed Custodian. The Trust hereby appoints the Bank as
custodian of its portfolio securities and cash delivered to the Bank as
hereinafter described and the Bank agrees to act as such upon the terms and
conditions hereinafter set forth.
2. Definitions. Whenever used herein, the terms listed below will have the
following meaning:
2.1 Authorized Person. Authorized Person will mean any of the persons
duly authorized to give Proper Instructions or otherwise act on behalf of the
Trust by appropriate resolution of its Board, and set forth in a certificate as
required by Section 4 hereof.
2.2 Board. Board will mean the Board of Directors or the Board of
Trustees of the Trust, as the case may be.
2.3 Security. The term security as used herein will have the same meaning
as when such term is used in the Securities Act of 1933, as amended, including,
without limitation, any note, stock, treasury stock, bond, debenture, evidence
of indebtedness, certificate of interest or participation in any profit sharing
agreement, collateral-trust certificate, preorganization certificate or
subscription, transferable share, investment contract, voting-trust
certificate, certificate of deposit for a security, fractional undivided
interest in oil, gas, or other mineral rights, any put, call, straddle, option,
or privilege on any security, certificate of deposit, or group or index of
securities (including any interest therein or based on the value thereof), or
any put, call, straddle, option, or privilege entered into on a national
securities exchange relating to a foreign currency, or, in general, any
interest or instrument commonly known as a "security", or any certificate of
interest or participation in, temporary or interim certificate for, receipt
for, guarantee of, or warrant or right to subscribe to, or option contract to
purchase or sell any of the foregoing, and futures, forward contracts and
options thereon.
2.4 Portfolio Security. Portfolio Security will mean any security owned
by the Trust.
2.5 Officers' Certificate. Officers' Certificate will mean, unless
otherwise indicated, any request, direction, instruction, or certification in
writing signed by any two Authorized Persons of the Trust.
2.6 Book-Entry System. Book-Entry System shall mean the Federal Reserve-
Treasury Department Book Entry System for United States government,
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instrumentality and agency securities operated by the Federal Reserve Bank, its
successor or successors and its nominee or nominees.
2.7 Depository. Depository shall mean The Depository Trust Company
("DTC"), a clearing agency registered with the Securities and Exchange
Commission under Section 17A of the Securities Exchange Act of 1934 ("Exchange
Act"), its successor or successors and its nominee or nominees. The term
"Depository" shall further mean and include any other person authorized to act
as a depository under the 1940 Act, its successor or successors and its nominee
or nominees, specifically identified in a certified copy of a resolution of the
Board.
2.8 Proper Instructions. Proper Instructions shall mean (i) instructions
regarding the purchase or sale of Portfolio Securities, and payments and
deliveries in connection therewith, given by an Authorized Person as shall have
been designated in an Officers' Certificate, such instructions to be given in
such form and manner as the Bank and the Trust shall agree upon from time to
time, and (ii) instructions (which may be continuing instructions) regarding
other matters signed or initialed by such one or more persons from time to time
designated in an Officers' Certificate as having been authorized by the Board.
Oral instructions will be considered Proper Instructions if the Bank reasonably
believes them to have been given by a person authorized to give such
instructions with respect to the transaction involved. The Trust shall cause
all oral instructions to be promptly confirmed in writing. The Bank shall act
upon and comply with any subsequent Proper Instruction which modifies a prior
instruction and the sole obligation of the Bank with respect to any follow-up
or confirmatory instruction shall be to make reasonable efforts to detect any
discrepancy between the original instruction and such confirmation and to
report such discrepancy to the Trust. The Trust shall be responsible, at the
Trust's expense, for taking any action, including any reprocessing, necessary
to correct any such discrepancy or error, and to the extent such action
3
requires the Bank to act the Trust shall give the Bank specific Proper
Instructions as to the action required. Upon receipt of an Officers'
Certificate as to the authorization by the Board accompanied by a detailed
description of procedures approved by the Trust, Proper Instructions may
include communication effected directly between electro-mechanical or
electronic devices provided that the Board and the Bank are satisfied that such
procedures afford adequate safeguards for the Trust's assets.
3. Separate Accounts. If the Trust has more than one series or portfolio,
the Bank will segregate the assets of each series or portfolio to which this
Agreement relates into a separate account for each such series or portfolio
containing the assets of such series or portfolio (and all investment earnings
thereon). Unless the context otherwise requires, any reference in this
Agreement to any actions to be taken by the Trust shall be deemed to refer to
the Trust acting on behalf of one or more of its series, any reference in this
Agreement to any assets of the Trust, including, without limitation, any
Portfolio Securities and cash and earnings thereon, shall be deemed to refer
only to assets of the applicable series, any duty or obligation of the Bank
hereunder to the Trust shall be deemed to refer to duties and obligations with
respect to the individual series and any obligation or liability of the Trust
hereunder shall be binding only with respect to the individual series, and
shall be discharged only out of the assets of such series.
4. Certification as to Authorized Persons. The Secretary or Assistant
Secretary of the Trust will at all times maintain on file with the Bank his or
her certification to the Bank, in such form as may be acceptable to the Bank,
of (i) the names and signatures of the Authorized Persons and (ii) the names of
the Board, it being understood that upon the occurrence of any change in the
information set forth in the most recent certification on file (including
without limitation any person named in the most recent certification who is no
longer an Authorized Person as designated therein), the Secretary or Assistant
4
Secretary of the Trust, will sign a new or amended certification setting forth
the change and the new, additional or omitted names or signatures. The Bank
will be entitled to rely and act upon any Officers' Certificate given to it by
the Trust which has been signed by Authorized Persons named in the most recent
certification.
5. Custody of Cash. As custodian for the Trust, the Bank will open and
maintain a separate account or accounts in the name of the Trust or in the name
of the Bank, as Custodian of the Trust, and will deposit to an interest bearing
account of the Trust all of the cash of the Trust, except for cash held by a
subcustodian appointed pursuant to Section 13.2 or Section 13.3 hereof,
including borrowed funds, delivered to the Bank, subject only to draft or order
by the Bank acting pursuant to the terms of this Agreement. Upon receipt by the
Bank of Proper Instructions (which may be continuing instructions) or in the
case of payments for redemptions and repurchases of outstanding shares of
common stock of the Trust, notification from the Trust's transfer agent as
provided in Section 7, requesting such payment, designating the payee or the
account or accounts to which the Bank will release funds for deposit, and
stating that it is for a purpose permitted under the terms of this Section 5,
specifying the applicable subsection, the Bank will make payments of cash held
for the accounts of the Trust, insofar as funds are available for that purpose,
only as permitted in subsections 5.1-5.9 below.
5.1 Purchase of Securities. Upon the purchase of securities for the
Trust, against contemporaneous receipt of such securities by the Bank
registered in the name of the Trust or in the name of, or properly endorsed and
in form for transfer to, the Bank, or a nominee of the Bank, or receipt for the
account of the Bank pursuant to the provisions of Section 6 below, each payment
will be made at the purchase price shown on a broker's confirmation (or
transaction report in the case of Book Entry Paper) of purchase of the
5
securities received by the Bank before such payment is made, as confirmed in
the Proper Instructions received by the Bank before such payment is made.
5.2 Withdrawals. In such amount as may be necessary for the withdrawal of
beneficial interests in the Trust in accordance with Section 7 of this
Agreement.
5.3 Distributions and Expenses of Trust. For the payment on the account
of the Trust of dividends or other distributions to investors as may from time
to time be declared by the Board, interest, taxes, management or supervisory
fees, distribution fees, fees of the Bank for its services hereunder and
reimbursement of the expenses and liabilities of the Bank as provided
hereunder, fees of any transfer agent, fees for legal, accounting, and auditing
services, or other operating expenses of the Trust.
5.4 Payment in Respect of Securities. For payments in connection with the
conversion, exchange or surrender of Portfolio Securities or securities
subscribed to by the Trust held by or to be delivered to the Bank.
5.5 Repayment of Loans. To repay loans of money made to the Trust, but,
in the case of final payment, only upon redelivery to the Bank of any Portfolio
Securities pledged or hypothecated therefor and upon surrender of documents
evidencing the loan;
5.6 Repayment of Cash. To repay the cash delivered to the Trust for the
purpose of collateralizing the obligation to return to the Trust certificates
borrowed from the Trust representing Portfolio Securities, but only upon
redelivery to the Bank of such borrowed certificates.
5.7 Foreign Exchange Transactions. For payments in connection with
foreign exchange contracts or options to purchase and sell foreign currencies
6
for spot and future delivery which may be entered into by the Bank on behalf of
the Trust upon the receipt of Proper Instructions, such Proper Instructions to
specify the currency broker or banking institution (which may be the Bank, or
any other subcustodian or agent hereunder, acting as principal) with which the
contract or option is made, and the Bank shall have no duty with respect to the
selection of such currency brokers or banking institutions with which the Trust
deals or for their failure to comply with the terms of any contract or option.
5.8 Other Authorized Payments. For other authorized transactions of the
Trust, or other obligations of the Trust incurred for proper Trust purposes;
provided that before making any such payment the Bank will also receive a
certified copy of a resolution of the Board signed by an Authorized Person
(other than the Person certifying such resolution) and certified by its
Secretary or Assistant Secretary, naming the person or persons to whom such
payment is to be made, and either describing the transaction for which payment
is to be made and declaring it to be an authorized transaction of the Trust, or
specifying the amount of the obligation for which payment is to be made,
setting forth the purpose for which such obligation was incurred and declaring
such purpose to be a proper corporate purpose.
5.9 Termination: upon the termination of this Agreement as hereinafter
set forth pursuant to Section 8 and Section 14 of this Agreement.
6. Securities.
6.1 Segregation and Registration. Except as otherwise provided
herein, and except for securities to be delivered to any subcustodian appointed
pursuant to Section 13.2 or Section 13.3 hereof, the Bank as custodian, will
receive and hold pursuant to the provisions hereof, in a separate account or
accounts and physically segregated at all times from those of other persons,
any and all Portfolio Securities which may now or hereafter be delivered to it
7
by or for the account of the Trust. All such Portfolio Securities will be held
or disposed of by the Bank for, and subject at all times to, the instructions
of the Trust pursuant to the terms of this Agreement. Subject to the specific
provisions herein relating to Portfolio Securities that are not physically held
by the Bank, the Bank will register all Portfolio Securities (unless otherwise
directed by Proper Instructions or an Officers' Certificate), in the name of a
registered nominee of the Bank as defined in the Internal Revenue Code and any
Regulations of the Treasury Department issued thereunder, and will execute and
deliver all such certificates in connection therewith as may be required by
such laws or regulations or under the laws of any state. The Bank will use its
best efforts to the end that the specific Portfolio Securities held by it
hereunder will be at all times indentifiable.
The Trust will from time to time furnish to the Bank appropriate
instruments to enable it to hold or deliver in proper form for transfer, or to
register in the name of its registered nominee, any Portfolio Securities which
may from time to time be registered in the name of the Trust.
6.2 Voting and Proxies. Neither the Bank nor any nominee of the Bank will
vote or exercise any election with regard to any of the Portfolio Securities
held hereunder, except in accordance with Proper Instructions or an Officers'
Certificate. The Bank will execute and deliver, or cause to be executed and
delivered, to the portfolio manager for the Trust all notices, proxies and
proxy soliciting materials with respect to such Securities, such proxies to be
executed by the registered holder of such Securities (if registered otherwise
than in the name of the Trust), but without indicating the manner in which such
proxies are to be voted.
6.3 Book-Entry System. Provided (i) the Bank has received a certified
copy of a resolution of the Board specifically approving deposits of Trust
assets in the Book-Entry System, and (ii) for any subsequent changes to such
8
arrangements following such approval, the Board has reviewed and approved the
arrangement and has not delivered an Officer's Certificate to the Bank
indicating that the Board has withdrawn its approval:
(a) The Bank may keep Portfolio Securities in the Book-Entry System
provided that such Portfolio Securities are represented in an account
("Account") of the Bank (or its agent) in such System which shall not include
any assets of the Bank (or such agent) other than assets held as a fiduciary,
custodian, or otherwise for customers;
(b) The records of the Bank (and any such agent) with respect to the
Trust's participation in the Book-Entry System through the Bank (or any such
agent) will identify by book entry Portfolio Securities which are included with
other securities deposited in the Account and shall at all times during the
regular business hours of the Bank (or such agent) be open for inspection by
duly authorized officers, employees or agents of the Trust. Where securities
are transferred to the Trust's account with the Bank, the Bank shall also, by
book entry or otherwise, identify as belonging to the Trust a quantity of
securities in the fungible bulk of securities (i) registered in the name of the
Bank or its nominee, or (ii) shown on the Bank's account on the books of the
Federal Reserve Bank;
(c) The Bank (or its agent) shall pay for securities purchased for the
account of the Trust or shall pay cash collateral against the return of
Portfolio Securities loaned by the Trust upon
(i) receipt of advice from the Book-Entry System that such securities
have been transferred to the Account, and
(ii) the making of an entry on the records of the Bank (or its agent)
to reflect such payment and transfer for the account of the Trust.
9
The Bank (or its agent) shall transfer securities sold or loaned for
the account of the Trust upon
(i) receipt of advice from the Book-Entry System that payment for
securities sold or payment of the initial cash collateral against the delivery
of Portfolio Securities loaned by the Trust has been transferred to the
Account; and
(ii) the making of an entry on the records of the Bank (or its agent)
to reflect such transfer and payment for the account of the Trust. Copies of
all advises from the Book-Entry System of transfers of securities for the
account of the Trust shall identify the Trust, be maintained for the Trust by
the Bank and shall be provided to the Trust at its request. The Bank shall send
the Trust a confirmation, as defined by Rule 17f-4 under the 1940 Act, of any
transfers to or from the account of the Trust;
(d) The Bank will promptly provide the Trust with any report obtained
by the Bank or its agent on the Book-Entry System's accounting system, internal
accounting controls and procedures for safeguarding securities deposited in the
Book-Entry System; and
(e) The Bank shall be liable to the Trust for any loss or damage to the
Trust resulting from use of the Book-Entry System by reason of any
**negligence, willful misfeasance or bad faith of the Bank or any of its agents
or of any of its or their employees or from any reckless disregard by the Bank
or any such agent of its duty to use its best efforts to enforce such rights as
it may have against the Book-Entry System; at the election of the Trust, it
shall be entitled to be subrogated for the Bank in any claim against the Book-
Entry System or any other person which the Bank or its agent may have as a
10
consequence of any such loss or damage if and to the extent that the Trust has
not been made whole for any loss or damage;
6.4 Use of a Depository. Provided (i) the Bank has received a certified
copy of a resolution of the Board specifically approving deposits in DTC or
other such Depository and (ii) for any subsequent changes to such arrangements
following such approval, the Board has reviewed and approved the arrangement
and has not delivered an Officer's Certificate to the Bank indicating that the
Board has withdrawn its approval:
(a) The Bank may use a Depository to hold, receive, exchange, release,
lend, deliver and otherwise deal with Portfolio Securities including stock
dividends, rights and other items of like nature, and to receive and remit to
the Bank on behalf of the Trust all income and other payments thereon and to
take all steps necessary and proper in connection with the collection thereof;
(b) Registration of Portfolio Securities may be made in the name of any
nominee or nominees used by such Depository;
(c) Payment for securities purchased and sold may be made through the
clearing medium employed by such Depository for transactions of participants
acting through it. Upon any purchase of Portfolio Securities, payment will be
made only upon delivery of the securities to or for the account of the Trust
and the Trust shall pay cash collateral against the return of Portfolio
Securities loaned by the Trust only upon delivery of the Securities to or for
the account of the Trust; and upon any sale of Portfolio Securities, delivery
of the Securities will be made only against payment thereof or, in the event
Portfolio Securities are loaned, delivery of Securities will be made only
against receipt of the initial cash collateral to or for the account of the
Trust; and
11
(d) The Bank shall be liable to the Trust for any loss or damage to the
Trust resulting from use of a Depository by reason of any ** negligence,
willful misfeasance or bad faith of the Bank or its employees or from any
reckless disregard by the Bank of its duty to use its best efforts to enforce
such rights as it may have against a Depository. In this connection, the Bank
shall use its best efforts to ensure that:
(i) The Depository obtains replacement of any certificate Portfolio
Security deposited with it in the event such Security is lost, destroyed,
wrongfully taken or otherwise not available to be returned to the Bank upon its
request;
(ii) Any proxy materials or other corporate communications received
by a Depository with respect to Portfolio Securities deposited with such
Depository are forwarded immediately to the Bank for prompt transmittal to the
Trust;
(iii) Such Depository immediately forwards to the Bank confirmation
of any purchase or sale of Portfolio Securities and of the appropriate book
entry made by such Depository to the Trust's account;
(iv) Such Depository prepares and delivers to the Bank such records
with respect to the performance of the Bank's obligations and duties hereunder
as may be necessary for the Trust to comply with the recordkeeping requirements
of Section 31(a) of the 1940 Act and Rule 31(a) thereunder; and
(v) Such Depository delivers to the Bank and the Trust all internal
accounting control reports, whether or not audited by an independent public
accountant, as well as such other reports as the Trust may reasonably request
in order to verify the Portfolio Securities held by such Depository.
12
6.5 Use of Book-Entry System for Commercial Paper. Provided (i) the Bank
has received a certified copy of a resolution of the Board specifically
approving participation in a system maintained by the Bank for the holding of
commercial paper in book-entry form ("Book-Entry Paper") and (ii) for each year
following such approval the Board has received and approved the arrangements,
upon receipt of Proper Instructions and upon receipt of confirmation from an
Issuer (as defined below) that the Trust has purchased such Issuer's Book-entry
Paper, the Bank shall issue and hold in book-entry form, on behalf of the
Trust, commercial paper issued by issuers with whom the Bank has entered into a
book-entry agreement (the "Issuers"). In maintaining its Book-entry Paper
System, the Bank agrees that:
(a) the Bank will maintain all Book-Entry Paper held by the Trust in an
account of the Bank that includes only assets held by it for customers;
(b) the records of the Bank with respect to the Trust's purchase of
Book-entry Paper through the Bank will identify, by book-entry, Commercial
Paper belonging to the Trust which is included in the Book-entry Paper System
and shall at all times during the regular business hours of the Bank be open
for inspection by duly authorized officers, employees or agents of the Trust;
(c) the Bank shall pay for Book-Entry Paper purchased for the account
of the Trust upon contemporaneous (i) receipt of advice from the Issuer that
such sale of Book-Entry Paper has been effected, and (ii) the making of an
entry on the records of the Bank to reflect such payment and transfer for the
account of the Trust;
(d) the Bank shall cancel such Book-Entry Paper obligation upon the
maturity thereof upon contemporaneous (i) receipt of advice that payment for
such Book-Entry Paper has been transferred to the Trust, and (ii) the making of
13
an entry on the records of the Bank to reflect such payment for the account of
the Trust;
(e) the Bank shall transmit to the Trust a transaction journal
confirming each transaction in Book-Entry Paper for the account of the Trust on
the next business day following the transaction; and
(f) the Bank will send to the Trust such reports on its system of
internal accounting control with respect to the Book-Entry Paper System as the
Trust may reasonably request from time to time.
.
6.6 Use of Immobilization Programs. Provided (i) the Bank has received
a certified copy of a resolution of the Board specifically approving the
maintenance of Portfolio Securities in an immobilization program operated by a
bank which meets the requirements of Section 26(a)(1) of the 1940 Act, and (ii)
for each year following such approval the Board has reviewed and approved the
arrangement and the Trust has not delivered an Officer's Certificate to the
Bank indicating that the Board has withdrawn its approval, the Bank shall enter
into such immobilization program with such bank acting as a subcustodian
hereunder.
6.7 Reserved
6.8 Options and Futures Transactions.
(a) Puts and Calls Traded on Securities Exchanges, NASDAQ or Over-
the-Counter.
1. The Bank shall take action as to put options ("puts") and call
options ("calls") purchased or sold (written) by the Trust regarding escrow or
other arrangements in accordance with the provisions of any agreement entered
14
into upon receipt of Proper Instructions between the Bank, any broker-dealer
registered under the Exchange Act and a member of the National Association of
Securities Dealers, Inc. (the "NASD"), and if necessary the Trust, relating to
the compliance with the rules of the Options Clearing Corporation and of any
registered national securities exchange, or of any similar organization or
organizations.
2. Unless another agreement requires it to do so, the Bank shall be
under no duty or obligation to see that the Trust has deposited or is
maintaining adequate margin, if required, with any broker in connection with
any option, nor shall the Bank be under duty or obligation to present such
option to the broker for exercise unless it receives Proper Instructions from
the Trust. The Bank shall have no responsibility for the legality of any put or
call purchased or sold on behalf of the Trust, the propriety of any such
purchase or sale, or the adequacy of any collateral delivered to a broker in
connection with an option or deposited to or withdrawn from a Segregated
Account (as defined in subsection 6.9 below). Nevertheless the Bank shall, on a
best efforts basis: (i) periodically check or notify the Trust that the amount
of such collateral held by a broker or held in a Segregated Account is
sufficient to protect such broker of the Trust against any loss; (ii) effect
the return of any collateral delivered to a broker; or (iii) advise the Trust
that any option it holds, has or is about to expire. Such duties or obligations
shall be the sole responsibility of the Trust.
(b) Puts, Calls and Futures Traded on Commodities Exchanges
1. The Bank shall take action as to puts, calls and futures contracts
("Futures") purchased or sold by the Trust in accordance with the provisions of
any agreement among the Trust, the Bank and a Futures Commission Merchant
registered under the Commodity Exchange Act, relating to compliance with the
rules of the Commodity Futures Trading Commission and/or any Contract Market,
15
or any similar organization or organizations, regarding account deposits in
connection with transactions by the Trust.
2. The responsibilities and liabilities of the Bank as to futures,
puts and calls traded on commodities exchanges, any Futures Commission Merchant
account and the Segregated Account shall be limited as set forth in
subparagraph (a)(2) of this Section 6.8 as if such subparagraph referred to
Futures Commission Merchants rather than brokers, and Futures and puts and
calls thereon instead of options.
6.9 Segregated Account. The Bank shall upon receipt of Proper
Instructions establish and maintain a Segregated Account or Accounts for and on
behalf of the Trust.
(a) in accordance with the provisions of any agreement among the
Trust, the Bank and a broker-dealer registered under the Exchange Act and a
member of the NASD or any Futures Commission Merchant registered under the
Commodity Exchange Act, relating to compliance with the rules of the Options
Clearing Corporation and of any registered national securities exchange or the
Commodity Futures Trading Commission or any registered Contract Market, or of
any similar organizations regarding escrow or other arrangements in connection
with transactions by the Trust;
(b) for the purpose of segregating cash or securities in connection
with options purchased or written by the Trust or commodity futures purchased
or written by the Trust;
(c) for the deposit of liquid assets, such as cash, U.S. Government
securities or other high grade debt obligations, having a market value (marked
to market on a daily basis) at all times equal to not less than the aggregate
purchase price due on the settlement dates of all the Trust's then outstanding
16
forward commitment or "when-issued" agreements relating to the purchase of
Portfolio Securities and all the Trust's then outstanding commitments under
reverse repurchase agreements entered into with broker-dealer firms;
(d) for the purpose of compliance by the Trust with the procedures
required by Investment Company Act Release No. 10666, or any subsequent
release or releases of the Securities and Exchange Commission relating to the
maintenance of Segregated Accounts by registered investment companies;
(e) for other proper corporate purposes, but only, in the case of this
clause (e), upon receipt of, in addition to Proper Instructions, a certified
copy of a resolution of the Board, or of the Executive Committee signed by an
officer of the Trust and certified by the Secretary or an Assistant Secretary,
setting forth the purpose or purposes of such Segregated Account and declaring
such purposes to be proper corporate purposes.;
(f) Assets may be withdrawn from the Segregated Account pursuant to
Proper Instructions only
(i) with respect to assets deposited in accordance with the
provisions of any agreements referenced in (a) or (b) above, in accordance with
the provisions of such agreements;
(ii) with respect to assets deposited pursuant to (c) or (d) above,
for sale or delivery to meet the Trust's obligations under outstanding firm
commitment or when issued agreements for the purchase of Portfolio Securities
and under reverse repurchase agreements;
(iii) for exchange for other liquid assets of equal or greater
value deposited in the Segregated Account;
17
(iv) to the extent that the Trust's outstanding forward commitment or
when-issued agreements for the purchase of portfolio securities or reverse
repurchase agreements are sold to other parties or the Trust's obligations
thereunder are met from assets of the Trust other than those in the Segregated
Account;
(v) for delivery upon settlement of a forward commitment agreement
for the sale of Portfolio Securities; or
(vi) with respect to assets deposited pursuant to (e) above, in
accordance with the purposes of such account as set forth in Proper
Instructions.
6.10 Interest Bearing Call or Time Deposits. The Bank shall, upon receipt
of Proper Instructions relating to the purchase by the Trust of interest-
bearing fixed-term and call deposits, transfer cash, by wire or otherwise, in
such amounts and to such bank or banks as shall be indicated in such Proper
Instructions. The Bank shall include in its records with respect to the assets
of the Trust appropriate notation as to the amount of each such deposit, the
banking institution with which such deposit is made (the "Deposit Bank"), and
shall retain such forms of advice or receipt evidencing the deposit, if any, as
may be forwarded to the Bank by the Deposit Bank. Such deposits shall be deemed
Portfolio Securities of the Trust and the responsibility of the Bank therefore
shall be the same as and no greater than the Bank's responsibility in respect
of other Portfolio Securities of the Trust.
6.11 Transfer of Securities. The Bank will transfer, exchange, deliver or
release Portfolio Securities held by it hereunder, insofar as such Securities
are available for such purpose, provided that before making any transfer,
exchange, delivery or release under this Section the Bank will receive Proper
Instructions requesting such transfer, exchange or delivery stating that it is
18
for a purpose permitted under the terms of this Section 6.11, specifying the
applicable subsection, or describing the purpose of the transaction with
sufficient particularity to permit the Bank to ascertain the applicable
subsection, only
(a) upon sales of Portfolio Securities for the account of the Trust,
against contemporaneous receipt by the Bank of payment therefor in full, each
such payment to be in the amount of the sale price shown in a broker's
confirmation of sale of the Portfolio Securities received by the Bank before
such payment is made, as confirmed in the Proper Instructions received by the
Bank before such payment is made;
(b) i) in exchange for or upon conversion into other securities
alone or other securities and cash pursuant to any plan of merger,
consolidation, reorganization, share split-up, change in par value,
recapitalization or readjustment or otherwise,
ii) upon exercise of subscription, purchase or sale or other similar
rights represented by such Portfolio Securities,
iii) or for the purpose of tendering shares in the event of a tender
offer therefor;
provided however that in the event of an offer of exchange, tender offer, or
other exercise of rights requiring the physical tender or delivery of Portfolio
Securities, the Bank shall have no liability for failure to so tender in a
timely manner unless such Proper Instructions are received by the Bank at least
two business days prior to the date required for tender, and unless the Bank
(or its agent or subcustodian hereunder) has actual possession of such Security
at least two business days prior to the date of tender, but the Bank will
nevertheless use its best efforts to so tender in a timely manner;
(c) upon conversion of Portfolio Securities pursuant to their terms
into other securities;
19
(d) for the purpose of withdrawing in kind beneficial interests in of
the Trust upon authorization from the Trust;
(e) in the case of option contracts owned by the Trust, for
presentation to the endorsing broker;
(f) when such Portfolio Securities are called, redeemed or retired or
otherwise become payable;
(g) for the purpose of effectuating the pledge of Portfolio Securities
held by the Bank in order to collateralize loans made to the Trust by any bank,
including the Bank; provided, however, that such Portfolio Securities will be
released only upon payment to the Bank for the account of the Trust of the
moneys borrowed, except that in cases where additional collateral is required
to secure a borrowing already made, and such fact is made to appear in the
Proper Instructions, further Portfolio Securities may be released for that
purpose without any such payment. In the event that any such pledged Portfolio
Securities are held by the Bank, they will be so held for the account of the
lender, and after notice to the Trust from the lender in accordance with the
normal procedures of the lender, that an event of deficiency or default on the
loan has occurred, the Bank may deliver such pledged Portfolio Securities to or
for the account of the lender;
(h) for the purpose of releasing certificates representing Portfolio
Securities, against contemporaneous receipt by the Bank of the fair market
value of such security, as set forth in the Proper Instructions received by the
Bank before such payment is made;
(i) for the purpose of delivering securities lent by the Trust to a
bank or broker dealer, but only against receipt in accordance with street
20
delivery custom except as otherwise provided herein, of adequate collateral as
agreed upon from time to time by the Trust and the Bank, and upon receipt of
payment in connection with any repurchase agreement relating to such securities
entered into by the Trust;
(j) for other authorized transactions of the Trust or for other proper
corporate purposes; provided that before making such transfer, the Bank will
also receive a certified copy of resolutions of the Board or the executive
committee of the Board, signed by an authorized officer of the Trust (other
than the officer certifying such resolution) and certified by its Secretary or
Assistant Secretary, specifying the Portfolio Securities to be delivered,
setting forth the transaction in or purpose for which such delivery is to be
made, declaring such transaction to be an authorized transaction of the Trust
or such purpose to be a proper corporate purpose, and naming the person or
persons to whom delivery of such securities shall be made; and
(k) upon termination of this Agreement as hereinafter set forth
pursuant to Section 8 and Section 14 of this Agreement.
As to any deliveries made by the Bank pursuant to subsections (a), (b), (c),
(e), (f), (g), (h) and (i) securities or cash receivable in exchange therefor
shall be delivered to the Bank.
7. Withdrawals. In the case of payment of assets of the Trust held by the
Bank in connection with withdrawal of beneficial interests in the Trust, the
Bank will rely on notification by the Trust's transfer agent of receipt of a
request for withdrawal before such payment is made. Payment shall be made in
accordance with the Articles and By-laws of the Trust, from assets available
for said purpose.
21
8. Merger, Dissolution, etc. of Trust. In the case of the following
transactions, not in the ordinary course of business, namely, the merger of the
Trust into or the consolidation of the Trust with another investment company,
the sale by the Trust of all, or substantially all, of its assets to another
investment company, or the liquidation or dissolution of the Trust and
distribution of its assets, the Bank will deliver the Portfolio Securities held
by it under this Agreement and disburse cash only upon the order of the Trust
set forth in an Officers' Certificate, accompanied by a certified copy of a
resolution of the Board authorizing any of the foregoing transactions. Upon
completion of such delivery and disbursement and the payment of the fees,
disbursements and expenses of the Bank, this Agreement will terminate.
9. Actions of Bank Without Prior Authorization. Notwithstanding anything
herein to the contrary, unless and until the Bank receives an Officers'
Certificate to the contrary, it will without prior authorization or instruction
of the Trust or the transfer agent:
9.1 Endorse for collection and collect on behalf of and in the name of
the Trust all checks, drafts, or other negotiable or transferable instruments
or other orders for the payment of money received by it for the account of the
Trust and hold for the account of the Trust all income, dividends, interest and
other payments or distribution of cash with respect to the Portfolio Securities
held thereunder;
9.2 Present for payment all coupons and other income items held by it
for the account of the Trust which call for payment upon presentation and hold
the cash received by it upon such payment for the account of the Trust;
9.3 Receive and hold for the account of the Trust all securities
received as a distribution on Portfolio Securities as a result of a stock
dividend, share split-up, reorganization, recapitalization, merger,
22
consolidation, readjustment, distribution of rights and similar securities
issued with respect to any Portfolio Securities held by it hereunder;
9.4 Execute as agent on behalf of the Trust all necessary ownership and
other certificates and affidavits required by the Internal Revenue Code or the
regulations of the Treasury Department issued thereunder, or by the laws of any
state, now or hereafter in effect, inserting the Trust's name on such
certificates as the owner of the securities covered thereby, to the extent it
may lawfully do so and as may be required to obtain payment in respect thereof.
The Bank will execute and deliver such certificates in connection with
Portfolio Securities delivered to it or by it under this Agreement as may be
required under the provisions of the Internal Revenue Code and any Regulations
of the Treasury Department issued thereunder, or under the laws of any State;
9.5 Present for payment all Portfolio Securities which are called,
redeemed, retired or otherwise become payable, and hold cash received by it
upon payment for the account of the Trust; and
9.6 Exchange interim receipts or temporary securities for definitive
securities.
10. Collections and Defaults. The Bank will use all reasonable efforts to
timely collect any funds which may to its knowledge become collectible arising
from Portfolio Securities, including dividends, interest and other income, and
to transmit to the Trust notice actually received by it, or of which it becomes
aware, of any call for redemption, offer of exchange, right of subscription,
reorganization or other proceedings affecting such Securities. If Portfolio
Securities upon which such income is payable are in default or payment is
refused after due demand or presentation, the Bank will notify the Trust in
writing of any default or refusal to pay within two business days from the day
on which it receives knowledge of such default or refusal. In addition, the
23
Bank will send the Trust a written report once each month showing any income on
any Portfolio Security held by it which is more than ten days overdue on the
date of such report and which has not previously been reported.
11. Maintenance of Records. The Bank will maintain records with respect to
transactions for which the Bank is responsible pursuant to the terms and
conditions of this Agreement, and in compliance with the applicable rules and
regulations of the 1940 Act and will furnish the Trust daily with a statement
of condition of the Trust. The Bank will furnish to the Trust at the end of
every month, and at the close of each quarter of the Trust's fiscal year, a
list of the Portfolio Securities and the aggregate amount of cash held by it
for the Trust. The books and records of the Bank pertaining to its actions
under this Agreement and reports by the Bank or its independent accountants
concerning its accounting system, procedures for safeguarding securities and
internal accounting controls will be open to inspection and audit at reasonable
times by officers of or auditors employed by the Trust and will be preserved by
the Bank in the manner and in accordance with the applicable rules and
regulations under the 1940 Act.
12. Trust Evaluation. The Bank shall compute and, unless otherwise directed
by the Board, determine as of the close of regular trading on the New York
Stock Exchange on each day on which said Exchange is open for unrestricted
trading and as of such other days, or hours, if any, as may be authorized by
the Board the net asset value of the Trust, such determination to be made in
accordance with the provisions of the Articles and By-laws of the Trust and
Prospectus and Statement of Additional Information relating to the Trust, as
they may from time to time be amended, and any applicable resolutions of the
Board at the time in force and applicable; and promptly to notify the Trust, or
such other persons as the Trust may request of the results of such computation
and determination. In computing the net asset value hereunder, the Bank may
rely in good faith upon information furnished to it by any Authorized Person in
24
respect of (i) the manner of accrual of the liabilities of the Trust and in
respect of liabilities of the Trust not appearing on its books of account kept
by the Bank, (ii) reserves, if any, authorized by the Board or that no such
reserves have been authorized, (iii) the source of the quotations to be used in
computing the net asset value, (iv) the value to be assigned to any security
for which no price quotations are available, and (v) the method of computation
of the net asset value, and the Bank shall not be responsible for any loss
occasioned by such reliance or for any good faith reliance on any quotations
received from a source pursuant to (iii) above.
In addition, the Bank shall determine daily the net asset value of each
investor's interest in the Trust and shall allocate daily on a book basis and
annually or as mutually agreed on a tax basis among the investors in the Trust
on a pro rata basis all incremental investment activity.
13. Concerning the Bank.
13.1 Performance of Duties and Standard of Care.
In performing its duties hereunder and any other duties listed on any
Schedule hereto, if any, the Bank will be entitled to receive and reasonably
act upon the reasonable advice of independent counsel of its own selection,
which may be counsel for the Trust, and will be without liability for any
action taken or thing done or omitted to be done in accordance with this
Agreement in good faith in conformity with such advice. In the performance of
its duties hereunder, the Bank will be protected and not be liable, and will be
indemnified and held harmless for any action taken or omitted to be taken by it
in good faith reliance upon the terms of this Agreement, any Officers'
Certificate, Proper Instructions, resolution of the Board, telegram, notice,
request, certificate or other instrument reasonably believed by the Bank to be
genuine and for any other loss to the Trust except in the case of its **
negligence, willful misfeasance or bad faith in the performance of its duties
25
or reckless disregard of its obligations and duties hereunder, except that as
to those duties contemplated under Sections 11 and 12 which relate to fund
accounting, the Bank will be held to a standard of gross negligence, willful
misfeasance or bad faith in the performance of its duties or reckless disregard
of its obligations and duties hereunder.
The Bank will be under no duty or obligation to inquire into and will not
be liable for:
(a) the validity of the issue of any Portfolio Securities purchased by
or for the Trust, the legality of the purchases thereof or the propriety of the
price incurred therefor;
(b) the legality of any sale of any Portfolio Securities by or for the
Trust or the propriety of the amount for which the same are sold;
(c) the legality of an issue or sale of any common shares of the Trust
or the sufficiency of the amount to be received therefor;
(d) the legality of the withdrawal of any beneficial interests in the
Trust or the propriety of the amount to be paid therefor;
(e) the legality of the declaration of any dividend by the Trust or the
legality of the distribution of any Portfolio Securities as payment in kind of
such dividend; and
(f) any property or moneys of the Trust unless and until received by
it, and any such property or moneys delivered or paid by it pursuant to the
terms hereof.
26
Moreover, the Bank will not be under any duty or obligation to ascertain
whether any Portfolio Securities at any time delivered to or held by it for the
account of the Trust are such as may properly be held by the Trust under the
provisions of its Articles, By-laws, any federal or state statutes or any rule
or regulation of any governmental agency.
Notwithstanding anything in this Agreement to the contrary, in no event
shall the Bank be liable hereunder or to any third party:
(a) for any losses or damages of any kind resulting from acts of God,
earthquakes, fires, floods, storms or other disturbances of nature, epidemics,
strikes, riots, nationalization, expropriation, currency restrictions, acts of
war, civil war or terrorism, insurrection, nuclear fusion, fission or
radiation, the interruption, loss or malfunction of utilities, transportation,
or computers (hardware or software) and computer facilities, the unavailability
of energy sources and other similar happenings or events except as results from
the Bank's own gross negligence; or
(b) for special, punitive or consequential damages arising from the
provision of services hereunder, even if the Bank has been advised of the
possibility of such damages.
The Bank agrees to maintain adequate back-up facilites and disaster recovery
programs in an effort to minimize the disruption of service caused by any of
the conditions noted above.
13.2 Agents and Subcustodians with Respect to Property of the Trust Held
in the United States. The Bank may employ agents in the performance of its
duties hereunder and shall be responsible for the acts and omissions of such
agents as if performed by the Bank hereunder. Without limiting the foregoing,
27
certain duties of the Bank hereunder may be performed by one or more affiliates
of the Bank.
At the request of the Trust and upon receipt of Proper Instructions, the
Bank may employ certain subcustodians other than those with whom the Bank
normally has a relationship, provided that any such subcustodian meets at least
the minimum qualifications required by Section 17(f)(1) of the 1940 Act to act
as a custodian of the Trust's assets with respect to property of the Trust held
in the United States. The Bank shall have no liability to the Trust or any
other person by reason of any act or omission of such subcustodian and the
Trust shall indemnify the Bank and hold it harmless from and against any and
all actions, suits and claims, arising directly or indirectly out of the
performance of such subcustodian. Upon request of the Bank, the Trust shall
assume the entire defense of any action, suit, or claim subject to the
foregoing indemnity. The Trust shall pay all fees and expenses of such
subcustodian.
13.3 Reserved
13.4 Insurance. The Bank shall use the same care with respect to the
safekeeping of Portfolio Securities and cash of the Trust held by it as it uses
in respect of its own similar property but it need not maintain any special
insurance for the benefit of the Trust.
13.5. Fees and Expenses of Bank. The Trust will pay or reimburse the Bank
from time to time for any transfer taxes payable upon transfer of Portfolio
Securities made hereunder, and for all necessary proper disbursements, expenses
and charges made or incurred by the Bank in the performance of this Agreement
(including any duties listed on any Schedule hereto, if any) including any
indemnities for any loss, liabilities or expense to the Bank as provided above.
For the services rendered by the Bank hereunder, the Trust will pay to the Bank
28
such compensation or fees at such rate and at such times as shall be agreed
upon in writing by the parties from time to time, the initial fee scheule being
attached hereto. The Bank will also be entitled to reimbursement by the Trust
for all reasonable expenses incurred in conjunction with termination of this
Agreement by the Trust.
13.6 Advances by Bank. The Bank may, in its sole discretion, advance funds
on behalf of the Trust to make any payment permitted by this Agreement upon
receipt of any proper authorization required by this Agreement for such
payments by the Trust. Should such a payment or payments, with advanced funds,
result in an overdraft (due to insufficiencies of the Trust's account with the
Bank, or for any other reason) this Agreement deems any such overdraft or
related indebtedness, a loan made by the Bank to the Trust payable on demand
and bearing interest at the current rate charged by the Bank for such loans
unless the Trust shall provide the Bank with agreed upon compensating balances.
The Trust agrees that the Bank shall have a continuing lien and security
interest to the extent of any overdraft or indebtedness, in and to any property
at any time held by it for the Trust's benefit or in which the Trust has an
interest and which is then in the Bank's possession or control (or in the
possession or control of any third party acting on the Bank's behalf), but only
in amounts within the limitations as set forth in the Trust's prospectuses.
The Trust authorizes the Bank, in its sole discretion, at any time to charge
any overdraft or indebtedness, together with interest due thereon against any
balance of account standing to the credit of the Trust on the Bank's books, but
only after the Bank has invoiced the Trust and not received payment within a
reasonable time. Further, the Bank may not take possession of portfolio
securities without first discussing the issue with the portfolio manager.
14. Termination.
29
14.1 This Agreement may be terminated at any time** without penalty upon
sixty days written notice delivered by either party to the other by means of
registered mail, and upon the expiration of such sixty days this Agreement will
terminate; provided, however, that the effective date of such termination may
be postponed to a date not more than ninety days from the date of delivery of
such notice (i) by the Bank in order to prepare for the transfer by the Bank of
all of the assets of the Trust held hereunder, and (ii) by the Trust in order
to give the Trust an opportunity to make suitable arrangements for a successor
custodian. At any time after the termination of this Agreement, the Trust will,
at its request, have access to the records of the Bank relating to the
performance of its duties as custodian.
14.2 In the event of the termination of this Agreement, the
Bank will immediately upon receipt or transmittal, as the case may be,
of notice of termination, commence and prosecute diligently to completion the
transfer of all cash and the delivery of all Portfolio Securities duly
endorsed and all records maintained under Section 11 to the successor
custodian when appointed by the Trust. The obligation of the Bank to
deliver and transfer over the assets of the Trust held by it directly to
such successor custodian will commence as soon as such successor is appointed
and will continue until completed as aforesaid. If the Trust does not select a
successor custodian within ninety (90) days from the date of delivery of notice
of termination the Bank may, subject to the provisions of subsection (14.3),
deliver the Portfolio Securities and cash of the Trust held by the Bank to a
bank or trust company of its own selection which meets the requirements of
Section 17(f)(1) of the 1940 Act and has a reported capital, surplus and
undivided profits aggregating not less than $2,000,000, to be held as the
property of the Trust under terms similar to those on which they were held by
the Bank, whereupon such bank or trust company so selected by the Bank will
become the successor custodian of such assets of the Trust with the same effect
as though selected by the Board.
30
14.3 Prior to the expiration of ninety (90) days after notice of
termination has been given, the Trust may furnish the Bank with an order of the
Trust advising that a successor custodian cannot be found willing and able to
act upon reasonable and customary terms and that there has been submitted to
the investors of the Trust the question of whether the Trust will be liquidated
or will function without a custodian for the assets of the Trust held by the
Bank. In that event the Bank will deliver the Portfolio Securities and cash of
the Trust held by it, subject as aforesaid, in accordance with one of such
alternatives which may be approved by the requisite vote of shareholders, upon
receipt by the Bank of a copy of the minutes of the meeting of shareholders at
which action was taken, certified by the Trust's Secretary and an opinion of
counsel to the Trust in form and content satisfactory to the Bank.
15. Confidentiality. Both parties hereto agree than any non-public
information obtained hereunder concerning the other party is confidential and
may not be disclosed to any other person without the consent of the other
party, except as may be required by applicable law or at the request of a
governmental agency. The parties further agree that a breach of this provision
would irreparably damage the other party and accordingly agree that each of
them is entitled, without bond or other security, to an injunction or
injunctions to prevent breaches of this provision.
16. Notices. Any notice or other instrument in writing authorized or
required by this Agreement to be given to either party hereto will be
sufficiently given if addressed to such party and mailed or delivered to it at
its office at the address set forth below; namely:
(a) In the case of notices sent to the Trust to:
Federated Services Company
31
Federated Investors Tower
Pittsburgh, PA 15222-3779
Attn: ▇▇▇▇ ▇▇▇▇
(b) In the case of notices sent to the Bank to:
Investors Bank & Trust Company
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇
or at such other place as such party may from time to time designate in
writing.
17. Amendments. This Agreement may not be altered or amended, except by an
instrument in writing, executed by both parties, and in the case of the Trust,
such alteration or amendment will be authorized and approved by its Board. The
parties may, however, enter into letters of agreement and interpretation
regarding provions of the contract, which letters are intended to be used for
purposes of interpretation and which do not need to be approved by the Board.
18. Parties. This Agreement will be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns;
provided, however, that this Agreement will not be assignable by the Trust
without the written consent of the Bank or by the Bank without the written
consent of the Trust, authorized and approved by its Board; and provided
further that termination proceedings pursuant to Section 14 hereof will not be
deemed to be an assignment within the meaning of this provision.
32
19. Governing Law. This Agreement and all performance hereunder will be
governed by the laws of the Commonwealth of Massachusetts.
20. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but such
counterparts shall, together, constitute only one instrument.
21. Limitation of Liability. A copy of the Declaration of Trust of the
Trust is on file with the Secretary of the Trust and notice is hereby given
that this Agreement has been executed on behalf of the Trust by an officer of
the Trust as an officer and not individually and the obligations of the Trust
arising out of this Agreement are not binding upon any of the trustees,
officers or investors of the Trust individually but are binding only upon the
assets and property of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the day
and year first written above.
FEDERATED INVESTMENT PORTFOLIOS
/s/ J. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: J. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
33
INVESTORS BANK &
TRUST COMPANY
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By:
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
LIST OF PORTFOLIOS
Federated Investment Portfolios - Bond Index Portfolio ( a Hub)
FEES
Domestic Custody: Annual Asset Based Charge
34
$0 - $100 million 3 basis points
$100 - $300 million 2 basis points
greater than $300 million 1 basis point
Annual Portfolio Accounting and NAV Calculation: $35,000 per Hub; $9,000 per
Spoke
Transaction Fees:
Fed Book Entry $11
DTC $12
Other Book Entry $16
Time Deposit $16
Physical $38
Physical Maturity $12
Paydown $5
Wires
Incoming $6
Outgoing $8
Out-of-Pocket Expenses: Include pricing services, postage, forms, telephone
deliver, third party audit, equipment and other expenses related to the funds
