AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
Exhibit
23 (h)(11) under Form N-1A
AMENDMENT
TO TRANSFER AGENCY AND SERVICE AGREEMENT
This
Amendment (the “Amendment”), made as of the 1st day of
January 2008 amends that certain Transfer Agency and service Agreement, date as
of July 1, 2004 (the “Agreement”) by and between each of the entities listed on
the signature pages to the Agreement (the “Funds”) and State Street Bank and
Trust Company (the “Transfer Agent”). Capitalized terms used, but not
otherwise defined herein, shall have the meanings ascribed thereto in the
Agreement.
RECITALS
WHEREAS, the Funds and the Transfer
Agent are parties to the Agreement under and pursuant to which Transfer Agent
has agreed to perform services as transfer agent, divided disbursing agent and
agent in connection with certain other activities of the Funds; and
WHEREAS, the Funds and the Transfer
Agent wish to amend the Agreement to extend the initial term and to reflect
certain fee reductions and other changes.
NOW, THEREFORE, in consideration of the
mutual promises set forth herein, the parties agree as follows:
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1.
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Amendments to the
Agreement: The Agreement is hereby amended as
follows:
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(a) COLA
is waived for the redefined Initial Term, therefore Section 3.5 of the Agreement
is hereby amended by deleting the first phrase of the first sentence and
replacing it with the words “During the initial term”. The second
sentence is amended by deleting the first phrase and replacing it with the words
“Following the initial term”.
(b) The
Initial Term of the Agreement is extended three (3) years, therefore Section
12.1 of the Agreement is hereby amended by deleting “five (5)” in the first
sentence and replacing with “eight (8)”.
(c) Schedule
3.1 (Fees) is hereby amended by (i) deleting the first footnote in its entirety and replacing it with the
revised footnote below; (ii) deleting the Telephone Servicing section in
its entirety and replacing it with the revised fees below; and (iii)
deleting the third footnote:
“1 The “Per CUSIP Fee” shall be waived (i) for
the first six (6) months from CUSIP implementation, unless such implementation
is a result of a conversion or merger and (ii) once a closed CUSIP’s tax
reporting requirements have been satisfied.”
“Telephone
Servicing Complex Base Fees2
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Years
1-3
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$2,700,000/year
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Year
4
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July
1, 2007 -December 31, 2007
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$1,350,000
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January
1, 2008 - June 30, 2008
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$ 801,098
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Year
5
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July
1, 2008-December 31, 2008
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$ 801,097
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January
1, 2009 -June 30, 2009
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$ 801,097
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Year
6
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July
1, 2009 - December 31, 2009
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$ 471,756
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January
1, 2010 - June 30, 2010
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$ 471,756
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Year
7
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July
1, 2010 - December 31, 2010
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$ 471,756
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January
1, 2011 - June 30, 2011
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$ 471,756
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Year
8
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July
1, 2011 - December 31, 2011
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$ 471,756
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January
1, 2012 - June 30, 2012
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$ 471,756
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2. No Other
Amendments. Except as expressly amended hereby, the Agreement
shall continue in full force and effect in accordance with the terms
thereof.
3. Due
Authorization. Each party hereto represents and warrants that
it has full legal authority, and has obtained all requisite approvals necessary,
to enter into this Amendment. This Amendment constitutes the legal,
valid and binding obligation of each such party, enforceable in accordance with
the terms hereof.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first above written.
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By
each of the Federated Funds set forth on
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STATE
STREET BANK AND TRUST
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Exhibit
A to the Agreement
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COMPANY
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By: /s/
Xxxx X. XxXxxxxxx
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By: /s/
Xxxxxx X. Xxxxxx
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Name: Xxxx
X. XxXxxxxxx
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Xxxxxx
X. Xxxxxx, Vice Chairman
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Title: Executive
Vice President and Secretary
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Schedule A
to
Transfer Agent and Service Agreement
dated
July 1, 2004
(revised
as of 3/1/08)
Contract
Effective Fund
Name:
Date: Series
Name(if applicable)
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State
Street Bank and Trust Company
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By
each of the Federated Funds set forth On Schedule A
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By: /s/ Xxxxxx X.
Xxxxxx
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By: /s/ Xxxx X.
XxXxxxxxx
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Name: Xxxxxx
X. Xxxxxx
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Name: Xxxx
X. XxXxxxxxx
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Title: President
& Chief Operating Officer
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Title: Executive
Vice President
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Date: June 20, 2008
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Date: June
6, 2008
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