EXHIBIT (H) (VI) UNDER FORM N-1A
EXHIBIT 10 UNDER ITEM 601/ REG. S-K
AGREEMENT
FOR
ADMINISTRATIVE SERVICES
AGREEMENT made as of February 1, 1999, by and between THE RIVERFRONT FUNDS,
an Ohio business trust, having its principal office and place of business at
0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000 (the "Trust"), on behalf of
its series (individually referred to herein as a "Fund" and collectively as
"Funds") and any classes of shares ("Classes") now existing or hereafter
created, as identified on Exhibit A, as the same may be amended from time to
time, and FEDERATED SERVICES COMPANY, a Pennsylvania corporation, having its
principal office and place of business at Federated Investors Tower, 0000
Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 on behalf of itself and its
subsidiaries (the "Administrator").
WHEREAS, the Trust is registered as an open-end management investment company
under the Investment Company Act of 1940, as amended (the "1940 Act"), with
authorized and issued shares of beneficial interest ("Shares");
WHEREAS, the Trust desires to appoint the Administrator as its administrator
to provide it with administrative services (as herein defined), and the
Administrator desires to accept such appointment; and
NOW THEREFORE, in consideration of the premises and mutual covenants herein
contained, and intending to be legally bound hereby, the parties hereto agree as
follows:
SECTION ONE: ADMINISTRATIVE SERVICES.
ARTICLE 1. APPOINTMENT.
The Trust hereby appoints the Administrator as Administrator for the period
and on the terms and conditions set forth in this Agreement. The Administrator
hereby accepts such appointment and agrees to furnish the services set forth in
Article 2 of this Agreement in return for the compensation set forth in Article
6 of this Agreement.
ARTICLE 2. THE ADMINISTRATOR'S DUTIES.
As Administrator, and subject to the supervision and control of the Board
of Trustees of the Trust (the "Board") and in accordance with Proper
Instructions (as defined hereafter) from the Trust, the Administrator will
provide facilities, equipment, and personnel to carry out the following
administrative services for operation of the business and affairs of the Trust
and each of its Funds:
A. prepare, file, and maintain the Trust's governing documents and any
amendments thereto, including its declaration of trust ("Charter"), its
By-laws, and minutes of meetings of the Board and Shareholders;
B. prepare and file with the Securities and Exchange Commission ("SEC") and
the appropriate state securities authorities the registration statements
for the Trust and the Trust's Shares and all amendments thereto, reports to
regulatory authorities and shareholders (including the filing, and
assisting the fund accountant in the preparation, of Forms 24F-2 and
N-SAR), Prospectus(es), routine proxy statements, and such other documents
all as may be necessary to enable the Trust to make a continuous offering
of its Shares;
C. prepare, negotiate, and administer contracts (if any) on behalf of the
Trust with, among others, the Trust's investment advisers, distributors,
transfer agents, fund accountants, and custodians, subject to any
applicable restrictions of the Board or the 1940 Act;
D monitor expenses, calculate the per share dividend and capital gains or
losses, if any, for declaration and payment in the manner determined from
time to time by the Trust's Board, and monitor compliance with the
distribution requirements of regulated investment companies under
Subchapter M of the Internal Revenue Code of 1986, as amended ("Internal
Revenue Code");
E. calculate performance data of the Funds for dissemination to information
services covering the investment company industry;
F. prepare and file the Trust's tax returns;
G. coordinate the layout and printing of publicly disseminated Prospectus(es)
and reports;
H. perform internal audit examinations in accordance with a charter to be
adopted by the Administrator and the Trust, and coordinate and facilitate
external audits by the Trust's independent auditors and regulatory
examinations of the Trust;
I. assist with the design, development, and operation of the Trust and the
Funds;
J. provide individuals reasonably acceptable to the Board for nomination,
appointment, or election as officers of the Trust, who will be responsible
for the management of certain of the Trust's affairs as determined by the
Board;
K. monitor, through periodic internal audit examinations, compliance by the
Trust and its investment advisers with applicable laws, including
provisions of the 1940 Act, the Internal Revenue Code, and the rules and
regulations thereunder, and any applicable exemptive orders;
L. obtain and keep in effect fidelity bonds and directors' (trustees') and
officers' errors and omissions insurance policies for the Trust (and such
trustees and officers) in accordance with the requirements of Rules 17g-1
and 17d-1(7) under the 1940 Act and as approved by the Board;
M. oversee the development and preparation of legal communications to
shareholders, including the annual and semi-annual reports to shareholders
of the Trust, coordinate the mailing of prospectuses (including
supplements), notices, proxy statements, and other reports to shareholders
of the Trust, and supervise the proxy solicitation process for all
shareholder meetings, including tabulation of shareholder votes; and
N. consult with the Trust and its Board on matters concerning the Trust and
its affairs.
The foregoing, along with any additional services that the Administrator
shall agree in writing to perform for the Trust under this Section One, shall
hereafter be referred to as "Administrative Services." Administrative Services
shall not include any duties, functions, or services to be performed for the
Funds by the Funds' investment adviser, distributor, custodian, fund accountant,
or transfer agent pursuant to their respective agreements with the Trust.
ARTICLE 3. RECORDS.
The Administrator shall create and maintain all necessary books and records
in accordance with all applicable laws, rules and regulations, including but not
limited to records required by Section 31(a) of the 1940 Act and the rules
thereunder, as the same may be amended from time to time, pertaining to the
Administrative Services performed by it and not otherwise created and maintained
by another party pursuant to agreement with the Trust or otherwise. Where
applicable, such records shall be maintained by the Administrator for the
periods and in the places required by Rule 31a-2 under the 1940 Act. The books
and records pertaining to the Trust which are in the possession of the
Administrator shall be the property of the Trust. The Trust, or the Trust's
authorized representatives, shall have access to such books and records at all
times during the Administrator's normal business hours. Upon the reasonable
request of the Trust, copies of any such books and records shall be provided
promptly by the Administrator to the Trust or the Trust's authorized
representatives.
ARTICLE 4. DUTIES OF THE FUNDS
Except as provided in Article 7 hereof, each Fund assumes full
responsibility for the contents and distribution of its own respective offering
document and for complying with all applicable requirements of the 1940 Act, the
Internal Revenue Code, and any other laws, rules and regulations of governmental
authorities having jurisdiction over the Fund.
ARTICLE 5. EXPENSES.
The Administrator shall be responsible for expenses incurred in providing
office space, equipment, and personnel as may be necessary or convenient to
provide the Administrative Services to the Trust, including the compensation of
the Administrator's employees who serve as Trustees or officers of the Trust.
The Trust shall be responsible for all other expenses incurred by the
Administrator on behalf of the Trust, including without limitation postage and
courier expenses, printing expenses, travel expenses, registration fees, filing
fees, fees of outside counsel and independent auditors, or other professional
services, organizational expenses, insurance premiums, fees payable to persons
who are not the Administrator's employees, trade association dues, and other
expenses properly payable by the Funds and/or the Classes; PROVIDED, HOWEVER,
that the foregoing shall not be interpreted to confer any authority upon the
Administrator to contract, on behalf and at the expense of the Trust, for any
services of outside counsel, independent auditors or other professionals,
without the prior approval of the Trust.
ARTICLE 6. COMPENSATION.
For the Administrative Services provided, the Trust shall pay to the
Administrator an administrative fee, calculated at an annual rate per Fund, as
agreed upon from time to time between the parties hereto. The administrative fee
in effect from time to time shall be reflected on a schedule of compensation,
which shall be attached hereto and made a part hereof, and shall be dated and
signed by a duly authorized officer of the Trust for the Funds and a duly
authorized officer of the Administrator.
The compensation and out of pocket expenses attributable to each Fund shall
be accrued daily by the Fund and paid to the Administrator no less frequently
than monthly, and shall be paid daily upon the reasonable request of the
Administrator. The Administrator will maintain detailed information about the
compensation and out of pocket expenses payable by each Fund to the
Administrator.
ARTICLE 7. RESPONSIBILITY OF ADMINISTRATOR.
A. The Administrator shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Trust in connection with the
matters to which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations and duties under this
Agreement. The Administrator shall be entitled to rely on and may act upon
advice of counsel (who may be, and upon request of the Trust shall include,
counsel for the Trust) on all matters, and shall be without liability for any
action reasonably taken or omitted pursuant to such advice. Any person, even
though also an officer, director, trustee, partner, employee or agent of the
Administrator, who may be or become an officer, director, trustee, partner,
employee or agent of the Trust, shall be deemed, when rendering services to the
Trust or acting on any business of the Trust (other than services or business in
connection with the duties of the Administrator hereunder) to be rendering such
services to or acting solely for the Trust and not as an officer, director,
trustee, partner, employee or agent or one under the control or direction of the
Administrator even though paid by the Administrator.
B. The Administrator shall be kept indemnified by the Trust for any action
taken or thing done by it in performing the Administrative Services in the
absence of willful misfeasance, bad faith or gross negligence on the part of the
Administrator or the reckless disregard of its obligations or duties under this
Section One. In order that the indemnification provisions contained in this
Article 7 shall apply, however, it is understood that if in any case the Trust
may be asked to indemnify or hold the Administrator harmless, the Trust shall be
fully and promptly advised of all pertinent facts concerning the situation in
question, and it is further understood that the Administrator will use all
reasonable care to identify and notify the Trust promptly concerning any
situation which presents or appears likely to present the probability of such a
claim for indemnification against the Trust. The Trust shall have the option to
defend the Administrator against any claim which may be the subject of this
indemnification. In the event that the Trust so elects, it will so notify the
Administrator and thereupon the Trust shall take over complete defense of the
claim, and the Administrator shall in such situation initiate no further legal
or other expenses for which it shall seek indemnification under this Article.
The Administrator shall in no case confess any claim or make any compromise in
any case in which the Trust will be asked to indemnify the Administrator except
with the Trust's prior written consent.
SECTION TWO: GENERAL PROVISIONS.
ARTICLE 8. PROPER INSTRUCTIONS.
As used throughout this Agreement, a "Proper Instruction" means a writing
signed or initialed by one or more person or persons as the Board shall have
from time to time authorized. Each such writing shall set forth the specific
transaction or type of transaction involved. Oral instructions will be deemed to
be Proper Instructions if (a) the Administrator reasonably believes them to have
been given by a person previously authorized in Proper Instructions to give such
instructions with respect to the transaction involved, and (b) the Trust and the
Administrator promptly cause such oral instructions to be confirmed in writing.
Proper Instructions may include communications effected directly between
electro-mechanical or electronic devices provided that the Trust and the
Administrator are satisfied that such procedures afford adequate safeguards for
the Trust's assets. Proper Instructions may only be amended in writing.
ARTICLE 9. DOCUMENTS.
A. In connection with the appointment of the Administrator under this
Agreement, the Trust shall file with the Administrator the following
documents:
(1) A copy of the Charter and By-Laws of the Trust and all amendments
thereto;
(2) A copy of the resolution of the Board authorizing this Agreement; and
(3) A copy of the current Prospectus for each Fund.
B. The Trust will also furnish from time to time the following documents:
(1) Each resolution of the Board authorizing the original issuance of each
Fund's and/or Class's Shares;
(2) Each Registration Statement filed with the SEC and amendments thereof
and orders relating thereto in effect with respect to the sale of
Shares of any Fund and/or Class;
(3) A certified copy of each amendment to the Charter and By-Laws of the
Trust;
(4) Such other certificates, documents or opinions which the Administrator
may, in its discretion, deem necessary or appropriate in the proper
performance of its duties; and
(5) Revisions to the Prospectus of each Fund.
ARTICLE 10. REPRESENTATIONS AND WARRANTIES.
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A. Representations and Warranties of the Administrator
The Administrator represents and warrants to the Trust that:
(1) It is a corporation duly organized and existing and presently
subsisting under the laws of the Commonwealth of Pennsylvania;
(2) It is duly qualified to carry on its business in each jurisdiction
where the nature of its business requires such qualification, and in
the Commonwealth of Pennsylvania;
(3) It is empowered under applicable laws and by its Charter and By-Laws
to enter into and perform this Agreement;
(4) All requisite corporate proceedings have been taken to authorize it to
enter into and perform its obligations under this Agreement;
(5) It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this Agreement;
(6) It has examined and tested the internal systems that it has developed
to support the services outlined herein and, as of the date of this
Agreement, has no knowledge of any situation or circumstance that will
inhibit the systems' ability to perform the expected functions or
inhibit the Administrator's ability to provide the expected services
as a result of any business interruptions relating to dates or days
before, during and after the year 2000; and
(7) It is in compliance with federal securities law requirements and in
good standing as an administrator.
B. Representations and Warranties of the Trust
The Trust represents and warrants to the Administrator that:
(1) It is an investment company duly organized and existing, with its
Charter in full force and effect, under the laws of the jurisdiction
of its organization;
(2) It is empowered under applicable laws and by its Charter and By-Laws
to enter into and perform its obligations under this Agreement;
(3) All proceedings required by said Charter and By-Laws have been taken
to authorize it to enter into and perform its obligations under this
Agreement;
(4) The Trust is an open-end investment company registered under the 1940
Act; and
(5) A registration statement under the 1933 Act will be effective, and
appropriate state securities law filings have been made and will
continue to be made, with respect to all Shares of each Fund being
offered for sale.
ARTICLE 11. TERM AND TERMINATION OF AGREEMENT.
This Agreement shall be effective from February 1, 1999 and shall continue
until January 31, 2002 ("Initial Term"). Thereafter, the Agreement will continue
automatically for successive terms of 12 months each (each a "Renewal "Term")
absent the written notice of termination given by one party to the other party
no less than 90 days before the expiration of the Initial Term or any Renewal
Term. In the event, however, of willful misfeasance, bad faith, negligence or
reckless disregard of its duties by the Administrator, the Trust has the right
to terminate the Agreement upon 60 days written notice, if Administrator has not
cured such willful misfeasance, bad faith, negligence or reckless disregard of
its duties within 60 days. The termination date for all original or after-added
investment companies which are, or become, a party to this Agreement, shall be
coterminous.
Should the Trust exercise its rights to terminate, all out-of-pocket expenses
associated with the movement of records and materials will be borne by the Trust
or the appropriate Fund. Additionally, the Administrator reserves the right to
charge for any other reasonable expenses associated with such termination.
Except as expressly set forth in this Agreement, upon the proper exercise of the
Trust's right to terminate as set forth in this Article 11, the Administrator
shall not be entitled to any termination fee, deconversion charge or other
amount of money in respect of such proper termination. The provisions of Article
7 shall survive the termination of this Agreement.
ARTICLE 12. AMENDMENT.
This Agreement may be amended or modified only by a written agreement
executed by both parties.
ARTICLE 13. INTERPRETIVE AND ADDITIONAL PROVISIONS.
In connection with the operation of this Agreement, the Administrator and the
Trust may from time to time agree on such provisions interpretive of or in
addition to the provisions of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement. Any such interpretive or
additional provisions shall be in a writing signed by both parties and shall be
annexed hereto, PROVIDED that no such interpretive or additional provisions
shall contravene any applicable federal or state regulations or any provision of
the Trust's or Administrator's Charter. No interpretive or additional provisions
made as provided in the preceding sentence shall be deemed to be an amendment of
this Agreement.
ARTICLE 14. GOVERNING LAW.
This Agreement shall be construed and the provisions hereof interpreted under
and in accordance with the laws of the Commonwealth of Pennsylvania.
ARTICLE 15. NOTICES.
Except as otherwise specifically provided herein, Notices and other writings
delivered or mailed postage prepaid to the Trust at 0000 Xxxxxxxxx Xxxxx,
Xxxxxxxxxx, Xxxxxxxxxxxx, 00000, or to the Administrator at Federated Investors
Tower, 0000 Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx, 00000-0000, or to such
other address as the Trust or the Administrator may hereafter specify, shall be
deemed to have been properly delivered or given hereunder to the respective
address.
ARTICLE 16. COUNTERPARTS.
This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original.
ARTICLE 17. MERGER OF AGREEMENT.
This Agreement constitutes the entire agreement between the parties hereto
and supersedes any prior agreement with respect to the subject hereof whether
oral or written.
ARTICLE 18. SUCCESSOR ADMINISTRATOR.
If a successor administrator for the Trust shall be appointed by the Trust,
the Administrator shall upon termination of this Agreement deliver to such
successor administrator at the office of the Administrator all properties of the
Trust held by it hereunder, including any electronically recorded information in
machine-readable form. If no such successor administrator shall be appointed,
the Administrator shall at its office upon receipt of Proper Instructions
deliver such properties in accordance with such instructions.
In the event that no written order designating a successor administrator or
Proper Instructions shall have been delivered to the Administrator on or before
the date when such termination shall become effective, then the Administrator
shall have the right to deliver to a bank or trust company, which is a "bank" as
defined in the 1940 Act, of its own selection, having an aggregate capital,
surplus, and undivided profits, as shown by its last published report, of not
less than $2,000,000, all properties held by the Administrator under this
Agreement. Thereafter, such bank or trust company shall be the successor of the
Administrator under this Agreement.
ARTICLE 19. FORCE MAJEURE.
The Administrator shall have no liability for cessation of services hereunder
or any damages resulting therefrom to the Trust as a result of work stoppage,
power or other mechanical failure, natural disaster, governmental action,
communication disruption (other than so called Y2K disruptions related to
software and equipment under Administrator's direct control) or other
impossibility of performance.
ARTICLE 20. ASSIGNMENT; SUCCESSORS.
Except as provided below, neither this Agreement nor any of the rights or
obligations under this Agreement may be assigned by either party without the
written consent of the other party.
A. This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
B. The Administrator may, without further consent on the part of the Trust,
subcontract for the performance of Administrative Services with any of its
wholly-owned subsidiaries (including Federated Administrative Services),
but will remain fully liable and responsible to the Trust for its
obligations under this Agreement.
ARTICLE 22. SEVERABILITY.
In the event any provision of this Agreement is held illegal, void or
unenforceable, the balance shall remain in effect.
ARTICLE 23. LIMITATIONS OF LIABILITY OF TRUSTEES AND SHAREHOLDERS.
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The execution and delivery of this Agreement have been authorized by the
Board of the Trust and the Administrator and signed by an authorized officer of
each of them, acting as such. The Trust is a business trust organized under
Chapter 1746, Ohio Revised Code, and under a Declaration of Trust, to which
reference is hereby made and a copy of which is on file at the office of the
Secretary of State of Ohio as required by law, and to any and all amendments
thereto so filed or hereafter filed. The obligations of "The Riverfront Funds"
entered into in the name or on behalf thereof by any of its Trustees, officers,
employees or agents are made not individually, but in such capacities and are
not binding upon any of the Trustees, officers, employees, agents or
shareholders of the Trust personally, but bind only the assets of the Trust, as
set forth in Section 1746.13(A), Ohio Revised Code (or any successor provision
or statute), and all persons dealing with any of the Funds or the Trust must
look solely to the assets of the Trust belonging to such Fund for the
enforcement of any claims against the Trust. Neither the authorization by the
Administrator's Board nor the execution and delivery by the Administrator's
officers shall be deemed to have been made by any of them individually or to
impose any liability on any of them personally, and the obligations of the
Administrator under this Agreement are not binding upon any of the Officers,
Directors or Shareholders of the Administrator, but bind only the property of
the Administrator, as provided in the Administrator's Charter.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their seals by and through
their duly authorized officers, as of the day and year first above written.
THE RIVERFRONT FUNDS
By: /S/ XXXXXXX X. XXXXXXXX
---------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President and Treasurer
FEDERATED SERVICES COMPANY
By: /S/ XXXXX X. XXXXXXX
---------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
THE RIVERFRONT FUNDS EXHIBIT A 12/16/98 DRAFT
EXHIBIT A
TO THE
AGREEMENT FOR ADMINISTRATIVE SERVICES
BETWEEN
THE RIVERFRONT FUNDS, INC. AND
FEDERATED SERVICES COMPANY
This is an Exhibit listing the Funds and Classes (if any) of The Riverfront
Funds, and the effective dates they are to be covered under the Agreement for
Administrative Services with Federated Services Company, dated as of February 1,
1999.
Effective February 1, 1999 THE RIVERFRONT FUNDS, INC.
The Riverfront U.S. Government Securities
Money Market Fund
Investor A Shares
The Riverfront U.S. Government Income Fund
Investor A Shares
Investor B Shares
The Riverfront Income Equity Fund
Investor A Shares
Investor B Shares
The Riverfront Small Company Select Fund
Investor A Shares
Investor B Shares
The Riverfront Large Company Select Fund
Investor A Shares
Investor B Shares
The Riverfront Balanced Fund
Investor A Shares
Investor B Shares
SCHEDULE OF COMPENSATION FOR
ADMINISTRATIVE SERVICES
This is a Schedule of Compensation for Administrative Services under the
Agreement for Administrative Services between The Riverfront Funds and Federated
Services Company, dated February 1, 1999.
The administrative fee shall be calculated at an annual rate equal to .17% of
the aggregate average daily net assets of the Trust. On the effective date of
this Schedule of Compensation, The Riverfront Funds consist of the following 6
portfolios, or Funds, with the following Classes: The Riverfront U.S. Government
Securities Money Market Fund - Investor A Shares; The Riverfront U.S. Government
Income Fund - Investor A Shares and Investor B Shares; The Riverfront Income
Equity Fund - Investor A Shares and Investor B Shares; The Riverfront Small
Company Select Fund - Investor A Shares and Investor B Shares; The Riverfront
Large Company Select Fund - Investor A Shares and Investor B Shares; and The
Riverfront Balanced Fund - Investor A Shares and Investor B Shares. During the
term of this Agreement, a minimum fee shall apply to each new Fund (i.e. any
Fund other than those Funds specified above) or new Class (i.e. any class of
shares added to any Fund, new or existing, other than the existing 11 Investor A
Shares and Investor B Shares listed above; provided, however, that each new Fund
shall be entitled to one Class of shares for such new Fund, with any additional
Classes for such new Fund included within, and subject to, the new Class
minimum) added following the effective date of this Agreement. Such minimum fee
shall be in an annual amount equal to $50,000 per new Fund and $30,000 per new
Class.
IN WITNESS WHEREOF, the parties hereto have caused this Schedule of
Compensation For Administrative Services to be executed in their names and on
their behalf by and through their duly authorized officers, effective as of the
1st day of February, 1999.
THE RIVERFRONT FUNDS
By: /S/ XXXXXXX X. XXXXXXXX
---------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President and Treasurer
FEDERATED SERVICES COMPANY
By: /S/ XXXXX X. XXXXXXX
---------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
