Exhibit (h)(xvii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
ASSIGNMENT OF CONTRACTS
This ASSIGNMENT OF CONTRACTS ("Assignment"), dated as of the 30th day
of June, 2004, is made by FEDERATED SERVICES COMPANY, a Pennsylvania corporation
(the "Seller") in favor of STATE STREET BANK AND TRUST COMPANY, a Massachusetts
trust company ("State Street").
W I T N E S S E T H :
WHEREAS, Seller, Boston Financial Data Services, Inc., a Massachusetts
corporation ("BFDS"; collectively with State Street the "Buyer"), and State
Street have entered into a Purchase and Sale Agreement dated as of June 30, 2004
(the "Purchase Agreement"), which contemplates a transaction in which the Seller
will sell to Buyer, and the Buyer will purchase from Seller, substantially all
of the assets and certain of the obligations of the Business, including without
limitation the rights and obligations of the Seller under the material contracts
listed on Exhibit "A" attached hereto (the "Material Contracts").
NOW THEREFORE, in consideration of the covenants and agreements
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound,
State Street and Seller agree as follows:
1. Sale and Assignment. Seller does hereby assign, transfer, sell and
convey unto State Street all of Seller's right, title and interest in and to,
all of the Material Contracts.
2. Assumption. Subject to the terms and conditions of this Assignment,
State Street hereby assumes all of the duties and obligations of Seller under,
and agrees that it shall be bound by all the terms of, the Material Contracts,
as fully as though State Street were the original party thereto.
3. Purchase Agreement. This Assignment is entered into in accordance with
and is subject to all of the terms and conditions of the Purchase Agreement.
4. Successors and Assigns. This Assignment shall be binding upon, inure to
the benefit of, and be enforceable by Seller and State Street and their
respective successors and assigns.
5. Further Assurances. State Street and Seller shall execute and deliver,
or cause to be executed and delivered, from time to time hereafter, upon request
and without further consideration, all such further documents and instruments
and shall do and perform all such acts as may be reasonably necessary to give
full effect to the intent of this Assignment.
6. Payments Held in Trust. Any payment that may be received by Seller to
which State Street is entitled by reason of this Assignment shall be received by
Seller as trustee for State Street, and will be immediately delivered to
assignee without commingling with any other funds of Seller.
7. Governing Law. This Assignment shall be governed by, and interpreted and
enforced in accordance with the laws of the State of New York, without regard to
its choice of law rules.
8. Miscellaneous. The section headings herein and the numbering of the
sections are solely for convenience and shall not affect the interpretation of
this Assignment.
9. Counterparts. This Assignment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which, when so executed, shall be deemed an original, but all counterparts
shall constitute but one and the same instrument.
10. Capitalized Terms. Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to them in the Purchase
Agreement.
[SIGNATURES ON PAGE 3]
IN WITNESS WHEREOF, Seller and State Street have executed this
Assignment as of the date first above written.
STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
FEDERATED SERVICES COMPANY
By: /s/ Xxxxx XxXxxxx, III
-------------------------------------
Name: Xxxxx XxXxxxx, III
Title: Assistant Treasurer
7
Exhibit A
Material Contracts
1. Sub-Transfer Agency and Service Agreement dated January 23, 1995 by and
between Federated Services Company and Xxxxxxxx and Xxxxxxx Trust Company
2. Indemnification Agreement dated December 13, 2001 among Federated Services
Company, M&T Securities, Inc. and Vision Group of Funds
3. Indemnification Agreement dated January 28, 1997 by and between Federated
Services Company and Xxxxxx X. Xxxxx & Co.
