FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Exhibit (h) (vii) under Form
N-1A
Exhibit
10 under Item 601/Reg. S-K
THIS
AGREEMENT dated as of January 1, 2007 is made, severally and not jointly (except
that the parties agree that the calculation required by Section XIII hereunder
shall be joint and not several) by each of the investment companies listed on
Exhibit A hereto (each, a “Trust”) and State Street Bank and Trust Company
(“State Street”).
WHEREAS,
each Trust is registered as a management investment company under the Investment
Company Act of 1940, as amended (the “1940 Act”) with authorized and issued
shares of capital stock or beneficial interest (the “Shares”);
WHEREAS,
certain Trusts subject to this Agreement are “series companies” as defined in
Rule 18f-2(a) under the 1940 Act and, as used in this Agreement, the term
“Portfolio” refers to either (i) an individual portfolio of such a series
company or (ii) an investment company that is not organized as a series company,
and the term “Portfolios” refers to all such portfolios and investment
companies, collectively;
WHEREAS,
Shares of each Portfolio may be subdivided into “classes” as provided in Rule
18f-3 under the 1940 Act;
WHEREAS,
the Trust desires to retain State Street as financial administrator (the
“Financial Administrator”) to furnish certain financial administrative services
on behalf of the Portfolios;
WHEREAS,
the Trust desires to retain State Street as accounting agent (the “Accounting
Agent”) to perform certain accounting and recordkeeping services on behalf of
the Portfolios; and
WHEREAS,
State Street is willing to perform such services on the terms provided
herein.
NOW,
THEREFORE, the parties agree as follows:
I.
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APPOINTMENT
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A. Of State Street as the
Financial Administrator
The Trust
hereby appoints State Street to act as Financial Administrator with respect to
the Trust for purposes of providing certain financial administrative services
for the period and on the terms set forth in this Agreement. State
Street accepts such appointment and agrees to render the financial
administrative services stated herein.
The Trust
will initially consist of the Portfolios identified on Exhibit A
hereto. In the event that the Trust establishes one or more
additional Portfolios with respect to which it wishes to retain the Financial
Administrator to act as financial administrator hereunder, the Trust shall
notify the Financial Administrator in writing (including by facsimile or
electronic mail communication). Upon such notification, such
Portfolio shall become subject to the provisions of this Agreement to the same
extent as the existing Portfolios, except to the extent that such provisions
(including those relating to compensation and expenses payable by the Trust and
its Portfolios) may be modified with respect to each additional Portfolio in
writing by the Trust and the Financial Administrator at the time of the addition
of the Portfolio.
B. Of State Street as the
Accounting Agent
The Trust
hereby appoints State Street to act as Accounting Agent with respect to the
Portfolios for purposes of providing certain accounting and recordkeeping
services for the period and on the terms set forth in this
Agreement. State Street accepts such appointment and agrees to render
the accounting and recordkeeping services stated herein.
The Trust
will initially consist of the Portfolios identified on Exhibit A. In
the event that the Trust establishes one or more additional Portfolios with
respect to which it wishes to retain the Accounting Agent to act as accounting
agent hereunder, the Trust shall notify the Accounting Agent in writing
(including by facsimile or electronic mail communication). Upon such
notification, such Portfolio shall become subject to the provisions of this
Agreement to the same extent as the existing Portfolios, except to the extent
that such provisions (including those relating to compensation and expenses
payable by the Trust and its Portfolios) may be modified with respect to each
additional Portfolio in writing by the Trust and the Accounting Agent at the
time of the addition of the Portfolio.
II. REPRESENTATIONS
and WARRANTIES
A. By State
Street. State Street represents and warrants
that:
1.
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It
is a Massachusetts trust company, duly organized and existing under the
laws of The Commonwealth of
Massachusetts;
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2.
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It
has the corporate power and authority to carry on its business in The
Commonwealth of Massachusetts;
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3.
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All
requisite corporate proceedings have been taken to authorize it to enter
into and perform this Agreement;
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4.
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No
legal or administrative proceedings have been instituted or threatened
which would impair State Street’s ability to perform its duties and
obligations under this Agreement;
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5.
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Its
entrance into this Agreement shall not cause a material breach or be in
material conflict with any other agreement or obligation of State Street
or any law or regulation applicable to it;
and
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6.
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It
has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
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B. By the
Trust. The Trust represents and warrants that:
1.
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It
is duly organized, existing and in good standing under the laws of the
jurisdiction in which it was
formed;
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2.
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It
has the power and authority under applicable laws and by its
organizational documents to enter into and perform this
Agreement;
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3.
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All
requisite proceedings have been taken to authorize it to enter into and
perform this Agreement;
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4.
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With
respect to each Portfolio, it is an investment company properly registered
under the 1940 Act;
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5.
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A
registration statement under the 1940 Act (and if Shares of the Portfolio
are offered publicly, under the Securities Act of 1933, as amended (the
“1933 Act”)) has been filed and will be effective and remain effective
during the term of this Agreement. The Trust also warrants that as of the
effective date of this Agreement, all necessary filings under the
securities laws of the states in which the Trust offers or sells its
Shares have been made;
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6.
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No
legal or administrative proceedings have been instituted or threatened
which would impair the Trust’s ability to perform its duties and
obligations under this Agreement;
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7.
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Its
entrance into this Agreement will not cause a material breach or be in
material conflict with any other agreement or obligation of the Trust or
any law or regulation applicable to it;
and
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8.
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As
of the close of business on the date of this Agreement, the Trust is
authorized to issue its Shares.
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III.
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DUTIES
of STATE STREET
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A. As the Financial
Administrator. The Financial Administrator shall provide the
following services, in each case, subject to the control, supervision and
direction of the respective Trust and its Board of Trustees/Directors (the
“Board”) and in accordance with procedures which may be established from time to
time between the Trust and the Financial Administrator (including the procedures
established in the “Service Level Agreement” as defined in Section V of this
Agreement):
1.
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Compile,
review and deliver to the Trust, fund performance statistics including
Securities and Exchange Commission (the “SEC”) yields, distribution yields
and total returns;
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2.
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Prepare
and submit for approval by officers of the Trust a fund expense budget,
review expense calculations and arrange for payment of the Trust’s
expenses;
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3.
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Prepare
and submit for approval the annual Statement of Position 93-2 (“ROCSOP”)
adjustment based in part on the tax provision information provided by
Federated Administrative Services.
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4.
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Prepare
for review and approval by officers of the Trust financial information
required for the Trust’s annual and semi-annual reports, proxy statements
and other communications required or otherwise to be sent to shareholders;
review text of “President’s Letter to Shareholders” and “Management’s
Discussion of Financial Performance” as included in shareholder reports
(which shall also be subject to review by the Trust’s legal
counsel);
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5.
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Prepare
for review by an officer of and legal counsel for the Trust the Trust’s
periodic financial reports required to be filed with the SEC on Form N-SAR
and financial information required by Form N-1A, Form N-14, Form N-Q and
Form 24F-2 and such other reports, forms or filings as may be mutually
agreed upon;
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6.
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Prepare
reports relating to the business and affairs of the Trust as may be
mutually agreed upon and not otherwise prepared by the Trust’s investment
adviser, custodian, legal counsel or independent
accountants;
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7.
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Oversee
and review calculations of fees paid to State Street and to the Trust’s
investment adviser, shareholder servicing agent, distributor, custodian,
fund administrator, fund accountant and transfer and dividend disbursing
agent (“Transfer Agent”), in addition to the oversight and review of all
asset based fee calculations;
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8.
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Prepare
fund income forecasts and submit for approval by officers of the Trust,
recommendations for fund income dividend
distributions;
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9.
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Maintain
continuing awareness of significant emerging regulatory and legislative
developments which may affect the Trust, and provide related planning
assistance where requested or
appropriate;
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10.
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Complete
monthly preferred shares “asset coverage” test (as that term is defined in
Section 18(h) of the 1940 Act) (the “1940 Act Test”) following the
compliance procedures contained in Exhibit D attached hereto, as such
Exhibit may be amended from time to time by mutual agreement of the
parties (the “Compliance
Procedures”);
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11.
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Complete
monthly preferred shares basic maintenance amount test for Fitch Ratings,
Ltd. (“Fitch”) (the “Fitch Preferred Shares Basic Maintenance Test”)
following the Compliance Procedures;
and
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12.
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Complete
monthly preferred shares basic maintenance amount test for Xxxxx’x
Investors Service, Inc. (“Xxxxx’x”) (the “Xxxxx’x Preferred Shares Basic
Maintenance Test”) following the Compliance
Procedures.
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The
Financial Administrator shall provide the office facilities and the personnel
required by it to perform the services contemplated herein.
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B.
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As the Accounting
Agent. The Accounting Agent shall provide the following
services, in each case, subject to the control, supervision and direction
of the respective Trust and its Board and in accordance with procedures
which may be established from time to time between the Trust and the
Accounting Agent (including the procedures established in the “Service
Level Agreement” as defined in Section V of this
Agreement):
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1.
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Books of
Account. The Accounting Agent shall maintain the books
of account of the Trust and shall perform the following duties in the
manner prescribed by the respective Trust’s currently effective
prospectus, statement of additional information or other governing
document, certified copies of which have been supplied to the Accounting
Agent (a “Governing Document”) (including the procedures established in
the Service Level Agreement):
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a. Value
the assets of each Portfolio using: primarily, market
quotations (including the use of matrix pricing) supplied by the
independent pricing services selected by the Accounting Agent in
consultation with the Trust’s investment adviser (the “Adviser”) and
approved by the Board; secondarily, if a designated pricing service does
not provide a price for a security that the Accounting Agent believes
should be available by market quotation, the Accounting Agent may obtain a
price by calling brokers designated by the Adviser, or if the Adviser does
not supply the names of such brokers, the Accounting Agent will attempt on
its own to find brokers to price the security, subject to approval by the
Adviser; thirdly, for securities for which no market price is available,
the Valuation Committee overseen by the Board (the “Committee”) will
determine a fair value in good faith; or fourthly, such other procedures
as may be adopted by the Board. Consistent with Rule 2a-4 under
the 1940 Act, estimates may be used where necessary or
appropriate. The Accounting Agent is not the guarantor of the
accuracy of the securities prices received from such pricing agents and
the Accounting Agent is not liable to the Trust for errors in valuing a
Portfolio’s assets or calculating the net asset value (the “NAV”) per
share of such Portfolio or class when the calculations are based upon
inaccurate prices provided by pricing agents. The Accounting
Agent will provide daily to the Adviser the security prices used in
calculating the NAV of each Portfolio, for its use in preparing exception
reports for those prices on which the Adviser has a
comment. Further, upon receipt of the exception reports
generated by the Adviser, the Accounting Agent will diligently pursue
communication regarding exception reports with the designated pricing
agents;
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b.
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Determine
the NAV per share of each Portfolio and/or class, at the time and in the
manner from time to time determined by the Board and as set forth in the
Prospectus of such Portfolio;
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c.
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Prepare
the weekly or bi-weekly xxxx-to-market reports and analysis in compliance
with Rule 2a-7 for each of the money market
portfolios.
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d.
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Monitor
the triggers used to determine when the ITG fair value pricing procedures
may be invoked, as further detailed on attached Exhibit C (the Fair Value
Pricing Authorization), and inform the appropriate Federated personnel
that triggers had been met.
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e.
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Calculate
the net income of each of the Portfolios, if
any;
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f.
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Calculate
realized capital gains or losses of each of the Portfolios resulting from
sale or disposition of assets, if
any;
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g.
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Calculate
the expense accruals for each fund/class of
shares;
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h.
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Determine
the dividend factor for all daily dividend
funds;
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i.
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Maintain
the general ledger and other accounts, books and financial records of the
Trust, including for each Portfolio, as required under Section 31(a) of
the 1940 Act and the rules thereunder in connection with the services
provided by State Street
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j.
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At
the request of the Trust, prepare various reports or other financial
documents in accordance with generally accepted accounting principles as
required by federal, state and other applicable laws and regulations;
and
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k.
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Such
other similar services as may be reasonably requested by the
Trust.
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The Trust
shall provide timely prior notice to the Accounting Agent of any modification in
the manner in which such calculations are to be performed as prescribed in any
revision to the Trust’s Governing Document. The Accounting Agent
shall not be responsible for any revisions to the manner in which such
calculations are to be performed unless such revisions are communicated in
writing to the Accounting Agent.
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2.
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Records. The
Accounting Agent shall create and maintain all records relating to its
activities and obligations under this Agreement in such a manner as will
meet the obligations of the Trust under the 1940 Act, specifically Section
31 thereof and Rules 31a-1 and 31a-2 thereunder. All such
records shall be the property of the Trust and shall at all times during
the regular business hours of the Accounting Agent be open for inspection
by duly authorized officers, employees or agents of the Trust and
employees and agents of the SEC. Subject to Section XVII.B
below, the Accounting Agent shall preserve for the period required by law
the records required to be maintained
thereunder.
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IV. DUTIES
of the TRUST
A. Delivery of
Documents. The Trust will promptly deliver, upon request, to
the Financial Administrator copies of each of the following documents and all
future amendments and supplements, if any:
1.
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The
Trust’s organizational documents;
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2.
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The
Trust’s currently effective registration statements under the 1933 Act (if
applicable) and the 1940 Act and the Trust’s Prospectus(es) and
Statement(s) of Additional Information (collectively, the “Prospectus”)
relating to all Portfolios and all amendments and supplements thereto as
in effect from time to time;
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3.
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Certified
copies of resolutions of the Board authorizing (a) the Trust to enter into
this Agreement and (b) certain individuals on behalf of the Trust and its
third-party agents to (i) give instructions to the Financial Administrator
pursuant to this Agreement and (ii) authorize the payment of
expenses;
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4.
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The
investment advisory agreements between the Trust and the Advisers;
and
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5.
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Such
other certificates, documents or opinions which the Financial
Administrator may, in its reasonable discretion, deem necessary or
appropriate in the proper performance of its
duties.
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The Trust
shall provide, or shall cause its third-party agent to provide, timely notice to
the Accounting Agent of all data reasonably required by the Accounting Agent for
performance of its duties described in Section III.B hereunder. The
Trust’s failure to provide such timely notice shall excuse the Accounting Agent
from the performance of such duties, but only to the extent the Accounting
Agent’s performance is prejudiced by the Trust’s failure.
State
Street is authorized and instructed to rely upon any and all information it
receives from the Trust or its third-party agent that it reasonably believes to
be genuine. State Street shall have no responsibility to review,
confirm or otherwise assume any duty with respect to the accuracy or
completeness of any data supplied to it by or on behalf of the
Trust.
State
Street shall value the Trust’s securities and other assets utilizing prices
obtained from sources designated by the Trust, or the Trust’s duly-authorized
agent, on a Price Source Authorization substantially in the form attached hereto
as Exhibit B or otherwise designated by means of Proper Instructions (as such
term is defined herein) (collectively, the “Authorized Price
Sources”). State Street shall not be responsible for any revisions to
the methods of calculation adopted by the Trust unless and until such revisions
are communicated in writing to State Street.
B. Proper
Instructions. The Trust and its third-party agents shall
communicate to State Street by means of Proper Instructions. Proper
Instructions shall mean (i) a writing signed or initialed by one or more persons
as the Board shall have from time to time authorized or (ii) a communication
effected directly between the Trust or its third-party agent and State Street by
electro-mechanical or electronic devices, provided that the Trust and State
Street have approved such procedures. State Street may rely upon any
Proper Instruction believed by it to be genuine and to have been properly issued
by or on behalf of the Trust. Oral instructions shall be considered
Proper Instructions if State Street reasonably believes them to have been given
by a person authorized to give such instructions. The Trust and its
third-party agents shall cause all oral instructions to be confirmed in
accordance with clauses (i) or (ii) above, as appropriate. The Trust
and its third-party agents shall give timely Proper Instructions to State Street
in regard to matters affecting accounting practices and State Street’s
performance pursuant to this Agreement.
V. PERFORMANCE
GOALS:
A. The
Trust and State Street have developed mutually acceptable performance goals
dated January 1, 2007, and as may be amended from time to time, regarding the manner in which they expect
to deliver and receive the services under this Agreement (hereinafter referred
to as “Service Level Agreement”). The parties agree that such Service
Level Agreement reflects performance goals and any failure to perform in
accordance with the provisions thereof shall not be considered a breach of
contract that gives rise to contractual or other remedies. It is the
intention of the parties that the sole remedy for failure to perform in
accordance with the provisions of the Service Level Agreement, or any dispute
relating to performance goals set forth in the Service Level Agreement, will be
a meeting of the parties to resolve the failure pursuant to the consultation
procedure described in Sections V. B. and V.C. below. Notwithstanding
the foregoing, the parties hereby acknowledge that any party’s failure (or lack
thereof) to meet the provisions of the Service Level Agreement, while not in and
of itself a breach of contract giving rise to contractual or other remedies, may
factor into the Trust’s reasonably determined belief regarding the standard of
care exercised by State Street hereunder.
B. Consultation
Procedure. If a party hereto is unable to meet the provisions of the
Service Level Agreement, or in the event that a dispute arises relating to
performance goals set forth in the Service Level Agreement, either party to this
Agreement shall address any concerns it may have by requiring a consultation
with the other party.
C. Purpose
of Consultation Procedure. The purpose of the consultation procedure
is to endeavor to resolve any failure to meet the provisions of the Service
Level Agreement. If a consultation occurs under this Section V, all
parties must negotiate in good faith to endeavor to:
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1.
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implement
changes which will enable the Service Level Agreement provisions to be met
– such changes may include, but are not limited to, modification of either
or both parties’ respective operational
resources;
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2.
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agree
to alternative Service Level Agreement provisions which meet the parties’
respective business requirements;
or
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3.
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otherwise
find a solution such that within a reasonable time after the consultation,
the inability to meet the Service Level Agreement provision(s) is
reasonably expected to be less likely to occur in the
future.
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VI. COMPLIANCE
WITH GOVERNMENTAL RULES and REGULATIONS; RECORDS
The Trust
assumes full responsibility for its compliance with all securities, tax,
commodities and other laws, rules and regulations applicable to it.
VII. WARRANTIES
If, prior
to the Accounting Agent’s calculation of the current NAV, the Trust or its
third-party agent notifies the Accounting Agent that any of its accounting
services are erroneous in any material respect, the Accounting Agent shall
endeavor in a timely manner to correct such failure. Third-parties
that are selected by and approved by the Trust and from which the Accounting
Agent may obtain certain data included in the accounting services are solely
responsible for the contents of such data and the Trust agrees to make no claim
against the Accounting Agent arising out of the contents of such third-party
data including, but not limited to, the accuracy thereof.
VIII. FORCE
MAJEURE
The parties will maintain throughout
the term of this Agreement, such contingency plans as are reasonably believed to
be necessary and appropriate to recover the parties’ operations from the
occurrence of a disaster and which are consistent with any statute or regulation
to which the parties are subject that imposes business resumption and
contingency planning standards. The parties agree to provide to one
another a summary of their respective contingency plans as they relate to the
systems used to provide the services hereunder and to provide periodic updates
of such summary upon a party’s reasonable request. If any
party is unable to carry out any of its obligations under this Agreement because
of conditions beyond its reasonable control, including, but not limited to, acts
of war or terrorism, work stoppages, fire, civil disobedience, delays associated
with hardware malfunction or availability, riots, rebellions, storms, electrical
failures, acts of God, and similar occurrences (“Force Majeure”), this Agreement
will remain in effect and the non-performing party’s obligations shall be
suspended without liability for a period equal to the period of the continuing
Force Majeure (which such period shall not exceed fifteen (15) business days),
provided that:
(1)
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where
reasonably practicable, the non-performing party gives the other party
prompt notice describing the Force Majeure, including the nature of the
occurrence and its expected duration and, where reasonably practicable,
continues to furnish regular reports with respect thereto during the
period of Force Majeure;
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(2)
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the
suspension of obligations is of no greater scope and of no longer duration
than is required by the Force
Majeure;
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(3)
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no
obligations of any party that accrued before the Force Majeure are excused
as a result of the Force Majeure;
and
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(4)
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the
non-performing Party uses reasonable efforts to remedy its inability to
perform as quickly as possible.
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IX. INSTRUCTIONS
and ADVICE
At any
time, State Street may apply to any officer of the Trust for instructions and
may consult with its own legal counsel with respect to any matter arising in
connection with the services to be performed by State Street under the terms of
this Agreement. At any time, State Street may consult with outside
counsel for the Trust or the independent accountants for the Trust (“Trust
Advisers”) at the expense of the Trust, provided that State Street first obtains
consent of the Trust which shall not be unreasonably withheld, with respect to
any matter arising in connection with the services to be performed by State
Street under the terms of this Agreement. In its capacity as the
Financial Administrator or as the Accounting Agent under the terms of this
Agreement, State Street shall not be liable, and shall be indemnified by the
Trust or appropriate Portfolio for any action taken or omitted by it in good
faith reliance upon any instructions or advice provided to State Street by a
Trust Adviser or upon any paper or document reasonably believed by it to be
genuine and to have been signed by the proper person or
persons. State Street shall not be held to have notice of any change
of authority of any person until receipt of written notice thereof from the
Trust. Nothing in this paragraph shall be construed as imposing upon
State Street any obligation to seek such instructions or advice, or to act in
accordance with such advice when received.
X. NOTICES
All
notices shall be in writing and deemed given when delivered in person, by
facsimile, by overnight delivery through a commercial courier service, or by
registered or certified mail, return receipt requested. Notices shall
be addressed to each party at its address set forth below, or such other address
as the recipient may have specified by earlier notice to the
sender:
If
to State Street:
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LaFayette
Corporate Center
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0
Xxxxxx xx XxXxxxxxx, 0 Xxxxx
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Xxxxxx,
XX 00000
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ATTN: Xxxxxxx
X. Xxxxxxx
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Telephone: (000)
000-0000
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Facsimile: (000)
000-0000
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With
a copy to:
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State
Street Bank and Trust Company
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0
Xxxxxx xx XxXxxxxxx, 0xx
Xxxxx
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X.X.
Xxx 0000
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Xxxxxx,
XX 00000-0000
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ATTN: Xxxx
Xxxxx Zeven, Esq.
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Telephone: (000)
000-0000
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Facsimile: (000)
000-0000
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If
to the Trust:
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0000
Xxxxxxxxx Xxxxx
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Xxxxxxxxxx,
XX 00000-0000
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ATTN: Xxxxxxx
X. Xxxxx, Treasurer
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Telephone: (000)
000-0000
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Facsimile: (000)
000-0000
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XI. CONFIDENTIALITY
State
Street agrees that, except as otherwise required by law or in connection with
any required disclosure to a banking or other regulatory authority, it will keep
confidential all records and information in its possession relating to the Trust
or its beneficiaries and will not disclose the same to any person except at the
request or with the written consent of the Trust.
XII. LIMITATION
of LIABILITY and INDEMNIFICATION
State
Street shall be held to a standard of reasonable care in carrying out its duties
under this Agreement. State Street shall be responsible for the
performance of only such duties as are set forth in this Agreement and, except
as otherwise provided under Section XVI, shall have no responsibility for the
actions or activities of any other party, including other service
providers. State Street shall have no liability for any error of
judgment or mistake of law or for any loss or damage resulting from the
performance or nonperformance of its duties hereunder unless caused by or
resulting from the negligence, reckless misconduct, willful malfeasance or lack
of good faith of State Street, its officers or employees and, in such event,
such liability will be subject to the limitations set forth in Section XIII
herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT
LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES
DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S
OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without
limitation to claims regardless of the form of action, whether in contract
(including negligence), strict liability, or otherwise and regardless of whether
such damages are foreseeable.
The Trust
will indemnify and hold harmless State Street and its stockholders, directors,
officers, employees, agents, and representatives (collectively, the “Trust
Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the
amount of, any actual and direct damages, whether or not involving a third-party
claim (collectively, the “Damages”), arising from or in connection with (i) any
act or omission by State Street (or any of its affiliates) pursuant to this
Agreement which does not constitute negligence, reckless misconduct, willful
malfeasance or lack of good faith in fulfilling the terms and obligations of
this Agreement, (ii) any act or omission by the Trust (or any of its affiliates)
which constitutes a breach of any representation, warranty, term, or obligation
contained in this Agreement, or (iii) any act or omission by the Trust (or any
of its affiliates) which constitutes negligence, reckless misconduct, willful
malfeasance, or lack of good faith in fulfilling the terms and obligations of
this Agreement. The remedies provided in this paragraph are not
exclusive of or limit any other remedies that may be available to State Street
or any other Trust Indemnified Person.
State
Street will indemnify and hold harmless the Trust, and its respective
shareholders, trustees, directors, officers, agents, and
representatives (collectively, the “State Street Indemnified
Persons”) for, and will pay to the State Street Indemnified Persons the amount
of, any Damages, arising from or in connection with (i) any act or omission by
State Street (or any of its affiliates) which constitutes a breach of any
representation, warranty, term, or obligation contained in this Agreement or
(ii) any act or omission by State Street (or any of its affiliates) which
constitutes negligence, reckless misconduct, willful malfeasance, or lack of
good faith in fulfilling the terms and obligations of this Agreement; provided,
however, that State Street shall not be required to provide indemnification for
damages arising from errors caused by inaccurate prices received from
independent pricing services and reasonably relied upon by State
Street. In the event that State Street is required to provide
indemnification under this Section XII, its liability shall be limited as
described under Section XIII below. The remedies provided in this
paragraph are not exclusive of or limit any other remedies that may be available
to the Trust or any other State Street Indemnified Person.
The
indemnification and limitation of liability contained herein shall survive the
termination of this Agreement.
XIII. EXCLUSIVE
REMEDY
State
Street’s total cumulative liability under this Agreement for all of the Trusts
in the aggregate during any calendar year shall be limited to actual or direct
damage up to the aggregate amount of two (2) times the fees earned by State
Street under Section XVI hereunder during the calendar year (or annualized
period) preceding the event giving rise to liability.
XIV. SERVICES
NOT EXCLUSIVE
The
services of State Street to the Trust are not to be deemed exclusive and State
Street shall be free to render similar services to others. State
Street shall be deemed to be an independent contractor and shall, unless
otherwise expressly provided herein or authorized by the Trust from time to
time, have no authority to act or represent the Trust in any way or otherwise be
deemed an agent of the Trust.
XV. TERM;
TERMINATION; AMENDMENT
A. Term. This
Agreement shall become effective on the date first written above and shall
remain in full force and effect for a period of four (4) years from the
effective date (the “Initial Term”) and shall automatically continue in full
force and effect after such Initial Term unless either party terminates this
Agreement by written notice to the other party at least six (6) months prior to
the expiration of the Initial Term. During the Initial Term and upon
reasonable prior notice to State Street and or the circumstances, the Treasurer
of the funds may, at any time, and from time to time, as approved by the Board,
remove funds from the list of funds on Exhibit A for purposes of selecting
another service provider; provided, however, that the number of funds so removed
within any calendar year shall not exceed five (5). Additionally, if
State Street (or any of its affiliates) engages in (i) any act or omission which
constitutes a breach of any representation, warranty, term, or obligation
contained in this Agreement or (ii) any act or omission which constitutes
negligence, reckless misconduct, willful malfeasance, or lack of good faith in
fulfilling the terms and obligations of this Agreement, then each Trust or
series thereof, shall have the right to immediately terminate this
Agreement.
B. Termination. Either
party may terminate this Agreement at any time after the Initial Term upon at
least six (6) months’ prior written notice to the other
party. Termination of this Agreement with respect to any given
Portfolio shall in no way affect the continued validity of this Agreement with
respect to any other Portfolio. Upon termination of this Agreement,
the Trust shall pay to State Street such compensation and any reimbursable
expenses as may be due under the terms hereof as of the date of such
termination, including reasonable out-of-pocket expenses associated with such
termination.
C. Amendment. This
Agreement may be modified or amended from time to time by the mutual agreement
of the parties hereto. No amendment to this Agreement shall be
effective unless it is in writing and signed by a duly authorized representative
of each party. The term “Agreement”, as used herein, includes all schedules and
attachments hereto and any future written amendments, modifications, or
supplements made in accordance herewith.
XVI. FEES,
EXPENSES and EXPENSE REIMBURSEMENT
State
Street shall receive from the Trust such compensation for its services provided
pursuant to this Agreement as may be agreed to from time to time as set forth in
the Financial Administration and Accounting Services Fee Schedule between the
parties (the “Fee Schedule”), attached as Schedule 1, approved by the
parties. In the event of substantial change in the mix of types of
Portfolios or in the event of new types of Portfolios offered by the Trust or
modifications or changes to the service delivery requirements, the parties shall
review the existing fee structure and an appropriate adjustment to the fee, if
any, shall be negotiated by the parties within ninety (90) days. The
fees are accrued daily and billed monthly and shall be due and payable upon
receipt of the invoice. Upon the termination of this Agreement before
the end of any month, the fee for the part of the month before such termination
shall be prorated according to the proportion which such part bears to the full
monthly period and shall be payable upon the date of termination of this
Agreement. In addition, the Trust shall reimburse State Street for
its out-of-pocket costs and expenses incurred in connection with this Agreement
with respect to reasonable attorney’s fees incurred by State Street to collect
any charges due under this Agreement.
The Trust
agrees to promptly reimburse State Street for any equipment and supplies
specially ordered by or for the Trust (with the Trust’s consent) through State
Street and for any other expenses not contemplated by this Agreement that State
Street may incur on the Trust’s behalf at the Trust’s request and with the
Trust’s consent.
Each
party will bear all expenses that are incurred in its operation and not
specifically assumed by the other party. Expenses to be borne by the
Trust include, but are not limited to: Organization expenses; cost of
services of independent accountants and outside legal and tax counsel (including
such counsel’s review of the Trust’s registration statement, proxy materials,
federal and state tax qualification as a regulated investment company and other
reports and materials prepared by State Street under this Agreement); cost of
any services contracted for by the Trust directly from parties other than State
Street; cost of trading operations and brokerage fees, commissions and transfer
taxes in connection with the purchase and sale of securities for the Trust;
investment advisory fees; taxes, insurance premiums and other fees and expenses
applicable to its operation; costs incidental to any meetings of shareholders
including, but not limited to, legal and accounting fees, proxy filing fees and
the costs of preparation, printing and mailing of any proxy materials; costs
incidental to Board meetings, including fees and expenses of Board members; the
salary and expenses of any officer, director/trustee or employee of the Trust;
costs incidental to the preparation, printing and distribution of the Trust’s
registration statements and any amendments thereto and shareholder reports; cost
of typesetting and printing of prospectuses; cost of preparation and filing of
the Trust’s tax returns, Form N-1A or N-2, Form N-14, Form N-Q and Form N-SAR,
and all notices, registrations and amendments associated with applicable federal
and state tax and securities laws; fidelity bond and directors’ and officers’
liability insurance; and cost of independent pricing services used in computing
the Trust’s NAV.
State
Street is authorized to and may employ or associate with such person or persons
as it may deem desirable to assist it in performing its duties under this
Agreement; provided, however, that the compensation of such person or persons
shall be paid by State Street and State Street shall be as fully responsible to
the Trust for the acts and omissions of any such person or persons as it is for
its own acts and omissions.
XVII. ASSIGNMENT;
SUCCESSOR AGENT
A. Assignment. This
Agreement shall not be assigned by either party without the prior written
consent of the other party, except that either party may assign to a successor
all of or a substantial portion of its business, or to a party controlling,
controlled by, or under common control with such party.
B. Successor
Agent. This Agreement shall be binding on and shall inure to
the benefit of each party and to their successors and permitted
assigns. If a successor agent for the Trust shall be appointed by the
Trust, State Street shall upon termination deliver to such successor agent all
properties of the Trust held by it hereunder.
In the
event that no written order designating a successor agent or Proper Instructions
shall have been delivered to State Street on or before the date when such
termination shall become effective, then State Street 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 $100,000,000,
all properties held by State Street under this Agreement. Thereafter,
such bank or trust company shall be the successor of State Street under this
Agreement.
XVIII. ENTIRE
AGREEMENT
This
Agreement (including all schedules and attachments hereto) constitutes the
entire Agreement between the parties with respect to the subject matter hereof
and terminates and supersedes all prior agreements, representations, warranties,
commitments, statements, negotiations and undertakings with respect to such
services to be performed hereunder whether oral or in writing.
XIX. WAIVER
The
failure of a party to insist upon strict adherence to any term of this Agreement
on any occasion shall not be considered a waiver nor shall it deprive such party
of the right thereafter to insist upon strict adherence to that term or any term
of this Agreement. Any waiver must be in writing signed by the
waiving party.
XX. HEADINGS
NOT CONTROLLING
Headings
used in this Agreement are for reference purposes only and shall not be deemed a
part of this Agreement.
XXI. SURVIVAL
After
expiration or termination of this Agreement, all provisions relating to payment
(Section XVI and the Fee Schedule) shall survive until completion of required
payments. In addition, all provisions regarding termination (Section
XV), indemnification, warranty, liability and limits thereon (Section XII and
Section XIII) shall survive, unless and until the expiration of any time period
specified elsewhere in this Agreement with respect to the provision in
question.
XXII. SEVERABILITY
In the
event any provision of this Agreement is held illegal, invalid, void or
unenforceable, the balance shall remain in effect, and if any provision is
inapplicable to any person or circumstance it shall nevertheless remain
applicable to all other persons and circumstances.
XXIII. GOVERNING
LAW; JURISDICTION
This
Agreement shall be deemed to have been made in The Commonwealth of Massachusetts
and shall be governed by and construed under and in accordance with the laws of
The Commonwealth of Massachusetts without giving effect to its conflict of laws
principles and rules. The parties agree that any dispute arising
herefrom shall be subject to the exclusive jurisdiction of courts sitting in The
Commonwealth of Massachusetts.
XXIV. REPRODUCTION
OF DOCUMENTS
This
Agreement and all schedules, exhibits, attachments and amendments hereto may be
reproduced by any photographic, photostatic, microfilm, micro-card, miniature
photographic or other similar process. The parties hereto each agree
that any such reproduction shall be admissible in evidence as the original
itself in any judicial or administrative proceeding, whether or not the original
is in existence and whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in
evidence.
XXV. REMOTE
ACCESS SERVICES ADDENDUM
State
Street and the Trust agree to be bound by the terms of the Remote Access
Services Addendum attached hereto as Exhibit E.
XXVI. MISCELLANEOUS
The
execution and delivery of this Agreement have been authorized by the Board of
the Trust and signed by an authorized officer of the Trust, acting as such, and
neither such authorization by the Board nor such execution and delivery by such
officer 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 this
Agreement are not binding upon any member of the Board or shareholders of the
Trust, but bind only the property of the Trust, or Portfolio, as provided in the
organizational documents.
Each
party agrees to promptly sign all documents and take any additional actions
reasonably requested by the other to accomplish the purposes of this
Agreement.
[Remainder
of Page Intentionally Blank]
IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
date first above written.
STATE
STREET BANK AND TRUST COMPANY
By: /s/ Xxxxxxx X.
Xxxxxxx
Name: Xxxxxxx
X. Xxxxxxx
Title: Senior
Vice President
Date: December
29, 2006
INVESTMENT
COMPANIES
(Listed
on Exhibit A hereto)
By: /s/ Xxxxxxx X.
Xxxxx
Name: Xxxxxxx
X. Xxxxx
Title: Treasurer
Date: December
28, 2006
EXHIBIT
A
To
the Financial Administration and Accounting Services Agreement
(revised
as of 6/1/08)
Intermediate
Municipal Trust:
Federated
Intermediate Municipal Trust
EXHIBIT
B
To:
|
State
Street Bank and Trust Company
|
From:
|
Federated
Investors, Inc.
|
Client
Name:
|
Federated
Investors, Inc.
|
Client
Address:
|
Federated
Investors Tower
|
0000
Xxxxxxx Xxxxxx
|
|
Xxxxxxxxxx,
XX 00000-0000
|
Date: January
1, 2007
Re: PRICE SOURCE
AUTHORIZATION
Reference
is made to the Financial Administration and Accounting Services Agreement dated
January 1, 2007 between the registered investment companies, or series thereof,
listed on Exhibit A to the Financial Administration and Accounting Services
Agreement (each, a “Trust”) and State Street Bank and Trust Company (“State
Street”). Capitalized terms used in this Price Source Authorization
or in any attachment or supplement shall have the meanings provided in the
Financial Administration and Accounting Services Agreement unless otherwise
specified. Pursuant to the Financial Administration and Accounting
Services Agreement, the Trust hereby directs State Street to calculate the net
asset value (“NAV”) of the Trust or, if applicable, its Series, in accordance
with the terms of each Trusts’ or Series’ currently effective
Prospectus. State Street will perform the NAV calculation subject to
the terms and conditions of the Financial Administration and Accounting Services
Agreement and this Authorization.
The Trust
hereby authorizes State Street to use the pricing sources specified on the
attached Authorization Matrix (as amended from time to time) as sources for
prices of assets in calculating the net asset value of the Trust. The
Trust understands that State Street does not assume responsibility for the
accuracy of the quotations provided by the specified pricing sources and that
State Street shall have no liability for any incorrect data provided by the
pricing sources specified by the Trust, except as provided under the Financial
Administration and Accounting Services Agreement (including agreed upon
tolerance checks as to the data furnished and calculating the net asset value of
the Trust in accordance with the data furnished to State Street). The
Trust also acknowledges that prices supplied by the Funds or an affiliate may be
subject to approval of the Trust’s Board and are not the responsibility of State
Street.
The Trust
agrees to indemnify and hold State Street harmless as provided under the
Financial Administration and Accounting Services Agreement.
State
Street agrees that written notice of any change in the name of any specified
pricing source will be sent to the Trust as such information is available to
State Street.
Kindly
acknowledge your acceptance of the terms of this letter in the space provided
below.
|
(CLIENT/FUND
NAME)
|
By: /s/ Xxxxxxx X.
Xxxxx The
foregoing terms are hereby accepted.
Title: –Treasurer,
Federated Funds
|
STATE
STREET BANK AND TRUST COMPANY
|
By: /s/ Xxx
X’Xxxxxxx
Title: Vice
President
Authorization
Matrix
|
AUTHORIZATION MATRIX to be attached
to Price Source Authorization dated _1/1/2007__
CLIENT: _FEDERATED
INVESTORS Effective
Date: January 01, 2007(supersedes
prior Authorization Matrices)
Security
Type
|
Primary
Source
|
Secondary
Source
|
Tertiary
Source
|
Pricing
Logic
|
Pricing
Default Logic
|
Valuation
Point
|
EQUITIES
|
||||||
U.S.
Listed Equities (NYSE, AMEX)
|
REUTERS
|
THOMSON/ILX
|
FT
Interactive Data
|
LAST
|
MEAN
|
MARKET
CLOSE
|
U.S.
OTC Equities
(NASDAQ)
|
REUTERS
|
THOMSON/ILX
|
FT
Interactive Data
|
NOCP
|
MEAN
|
MARKET
CLOSE
|
Foreign
Equities
|
REUTERS
|
THOMSON/ILX
|
FT
Interactive Data
|
LAST
|
MEAN
|
MARKET
CLOSE
|
Listed
ADR’s
|
REUTERS
|
THOMSON/ILX
|
FT
Interactive Data
|
LAST
|
MEAN
|
MARKET
CLOSE
|
FIXED
INCOME
|
||||||
Municipal
Bonds
|
Standard
& Poor’s
4:00
pm*
|
FT
Interactive Data
4:00
pm*
|
BLOOMBERG
|
BID
|
EVALUATED
|
|
Mortgage
Backed
|
BEAR
XXXXXXX
4:00
pm*
|
REUTERS
4:00
pm*
|
FT
/ BLOOMBERG
|
Based
on Cash Flows
|
EVALUATED
|
|
Treasuries
|
BEAR
XXXXXXX
4:00
pm*
|
REUTERS
4:00
pm*
|
FT
/ BLOOMBERG
|
BID
side quote
|
EVALUATED
|
|
ABS,
High Grade Corporates, Convertible bonds, Yankee / Xxxxx
xxxxx
|
REUTERS
4:00
pm*
|
FT
Interactive Data
3:00
pm*
|
BLOOMBERG
|
MEAN
|
EVALUATED
|
|
High
Yield Corporates (BBB- or below, includes NA, NR, etc.)
|
FT
Interactive Data
3:00
pm*
|
REUTERS
4:00
pm*
|
BLOOMBERG
|
MEAN
|
EVALUATED
|
|
Eurobonds/Foreign
Bonds
|
FT
Interactive Data
|
FRI
CORP
|
BLOOMBERG
|
LAST
|
BID
|
|
OTHER
ASSETS
|
||||||
Options
|
REUTERS
|
BLOOMBERG
|
MEAN
|
LAST
|
MARKET
CLOSE
|
|
Futures
|
REUTERS
|
BLOOMBERG
|
SETTLEMENT
|
|||
Non
– Listed ADR’s
|
FT
Interactive Data
|
BLOOMBERG
|
LAST
|
MEAN
|
||
Credit
default SWAPS
|
BEAR
XXXXXXX
4:00
pm*
|
Mid
Level Quote
|
EVALUATED
|
|||
Mutual
Funds
|
Accounting
Agent
|
BLOOMBERG
|
MARKET
CLOSE
|
|||
EXCHANGE
RATES
|
||||||
World
Markets
|
BLOOMBERG
|
SNAPSHOT
|
4:00PM
|
|||
Money
Market Pricing
|
||||||
FT
Interactive Data
|
REUTERS
|
BLOOMBERG
|
*
Times for domestic bond feeds are supplied by the individual vendors to indicate
the timing of their evaluation
Price Source and Methodology
Authorization
Instructions: For each
security type allowed by the Trust’s Prospectus, please indicate the primary,
secondary and tertiary source to be used in calculating Net Asset Value for the
Trust identified. NOTE: If Investment Manager is a Pricing
Source, please specify explicitly.
State Street performs a Data
Quality review process as specified in the Sources Status Pricing Matrix on the
NAVigator Pricing System which specifies pricing tolerance thresholds, index and
price aging details. The Sources Status Pricing Matrix will be provided for your
information and review.
AUTHORIZED
BY: /s/
xxxxxxx x. xxxxx
12/28/06 ACCEPTED:
/s/ Xxxxxxx X. Xxxxxxx 12/29/06
Trust
Officer State
Street Vice President
Authorization
Matrix
|
Explanation
of Fields
|
|
Client:
|
Indicate
the name of the Client and the Trust name or if multiple trusts, attach a
list of trust names
|
Primary
Source:
|
Indicate
the primary source for prices for the security type. If an
Investment Manager is a pricing source, please specify
explicitly.
|
Secondary
Source:
|
Indicate
the secondary source for prices for the security type. If an
Investment Manager is a pricing source, please specify
explicitly.
|
Tertiary
Source:
|
Indicate
the tertiary (3rd
level) source for prices for the security type. If an
Investment Manager is a pricing source, please specify
explicitly.
|
Pricing
Logic:
|
Indicate
the price type to be referenced for the security type: Ask, Bid, Close,
Evaluated, Last, Official Close etc.- Please note that the closing
price reported by an exchange (which may sometimes be referred to by the
exchange or one or more pricing agents as the "official close", the
"official closing price" or other similar term) will be taken to be the
"most recent sale price" for purposes of this section. In these instances,
it is believed to be representative of the value at the close of the
exchange.
|
Pricing
Default Logic:
|
Indicate
the price type to be referenced for the security type: Ask, Bid, Close,
Evaluated, Last, etc. in the instance where the preferred
price
type
is not available.
|
Valuation
Point:
|
That
point in time where the market inputs needed for the applicable valuation
process/model are taken from market sources (trading market
or
counterparty)
|
Authorized
By:
|
Provide
the signature of the person authorizing the completion of the Price Source
Authorization
|
Date:
|
Indicate
the date the Price Source Authorization was
completed
|
EXHIBIT
C
FAIR
VALUE PRICING AUTHORIZATION
To: State
Street Bank and Trust Company
From: Federated
Investors, Inc.
Client
Name: Federated
Investors, Inc.
Client
Address: Federated
Investors Tower
0000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX.
00000-0000
Date: January
1, 2007
Re: FAIR VALUE PRICING
AUTHORIZATION
Reference
is made to the Financial Administration and Accounting Services Agreement dated
January 1, 2007 between the Trust and State Street Bank and Trust Company
(“State Street”). Capitalized terms used in this Fair Value Pricing
Authorization or in any attachment or supplement shall have the meanings
provided in the Financial Administration and Accounting Services Agreement
unless otherwise specified. Pursuant to the Financial Administration
and Accounting Services Agreement, the Fund hereby directs State Street to
calculate the net asset value (“NAV”) of the Trust or, if applicable, its
Series, in accordance with the terms of the Trusts’ or Series’ currently
effective Prospectus or other governing documents. State Street will
perform the NAV calculation subject to the terms and conditions of the Financial
Administration and Accounting Services Agreement, Price Source Authorization,
and this Authorization.
The Trust
hereby authorizes State Street to use the Fair Value pricing source specified on
the attached Fair Value Pricing Authorization Form to obtain adjustment factors
to be applied to the closing prices of the securities of the Trust or the Series
to calculate a fair-value-adjusted market value to be used in the calculation of
the net asset value of the Trust or its Series. The Trust understands that State
Street does not assume responsibility for the accuracy of the adjustment factors
or other fair value pricing information provided by the specified fair value
vendor and that State Street shall have no liability for any incorrect data
provided by said vendor specified by the Trust, except as may arise from State
Street’s lack of reasonable care in applying any adjustment factors to the
closing prices of the Trusts’ or Series’ securities and/or (if applicable)
calculating the fair value adjusted net asset value of the Trust or Series in
accordance with the data furnished to State Street.
The Trust
agrees to indemnify and hold State Street harmless from any claim, loss or
damage arising as a result of using Fair Value adjustment factors or prices
furnished by any specified Fair Value pricing source.
The Trust
agrees to notify State Street promptly in writing if the fair value pricing
procedures authorized by the Trust’s Board have been changed.
Kindly
acknowledge your acceptance of the terms of this letter in the space provided
below.
By: /s/
Xxxxxxx X. Xxxxx
|
The
foregoing terms are hereby
accepted.
|
|
[Authorized
Officer of the Trust]
|
|
Title: Treasurer
|
|
STATE
STREET BANK AND TRUST COMPANY
|
By: /s/ Xxx
X’Xxxxxxx
|
Vice
President
|
Fund
Entity Name: Federated
Investors
Effective Date: __1-1-2007
Fair Value Pricing Source:
ITG
Market Trigger(s) with Timing
1)
|
The first trigger
incorporates 2 Nikkei 225 futures contracts
*
|
a)
|
NIA
Index (Most recent contract trading in
Singapore)
|
b)
|
NXA
Index (Most recent contract trading in
Chicago)
|
Timing: NIA
Index at 1AM EST/2AM EDT - NXA Index at 4PM EST/EDT
|
*
The following chart details the appropriate triggers in the event that one
or more of the above markets is
closed.
|
Japanese
Stock
Market
|
Singapore
(NIA Index) / Chicago (NXA Index)
|
|||
Open
/ Open
|
Open
/ Closed
|
Closed
/ Open
|
Closed
/ Closed
|
|
Open
|
NIA/NXA
(from 1-2AM to 4PM); 1-2AM depending on Japanese close
|
GLOBEX
S&P 500 (from Japanese close to 4PM) - Symbol SPA Index or ESA
Index
|
NXA
(from 4AM to 4PM)
|
GLOBEX
S&P 500 (from Japanese close to 4PM) - Symbol SPA Index or ESA
Index
|
Closed
|
NXA
(from prior day’s 4PM to current 4PM)
|
GLOBEX
S&P 500 (from prior day’s 4PM to current 4PM) - Symbol SPA Index or
ESA Index
|
NXA
(from prior day’s 4PM to current 4PM)
|
GLOBEX
S&P 500 (from prior day’s 4PM to current 4PM) - Symbol SPA Index or
ESA Index
|
2)
|
The
second trigger is based on the S&P 500
|
|
a) S&P
500 (SPX Index)
|
Timing: 11:30AM
EST/EDT – 4:05PM EST/EDT
Note: GMT
may change to and from DST on a different schedule than the
U.S. Special attention must be made to know when changes to DST occur
to ensure the prices are determined at the correct time.
Threshold to Request Client
Determination to Invoke Fair Value** (+ or -):
0.5 % or greater in either
trigger
**
The final determination to invoke Fair Value is made by Federated’s Global
Equity Traders at the time of notification (4:15PM) by State Street that either
of the two triggers have been achieved.
Authorized
By: /s/
Xxxxxxx X. Xxxxx
Name: Xxxxxxx X.
Xxxxx
Title: Treasurer
Officer of the Trust
Date: 12/28/06
Accepted
By: /s/
Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Vice
President
State
Street Bank and Trust Company
Date: 12/29/06
Fund
Entity Name
|
Indicate
trust name or if multiple trusts or series of a trust, attach a complete
list
|
Effective
Date
|
Date
the trusts are to begin using Fair Value Pricing Source at
SSC
|
Fair
Value Pricing Source
|
Name
of Fair Value Pricing Source to be used
|
Market
Trigger(s)
|
Name
of Trigger used to determine when to invoke Fair Value Pricing
procedures, i.e.,
S&P 500, Nikkei
|
Timing
of Trigger(s)
|
A
specific time at which the Trigger determines Fair Value Pricing
procedures should be initiated, i.e., Japan close to 4
PM EST (Nikkei Futures), 4 PM EST prior day to 4 PM EST current day
(S&P500)
|
Threshold
to Invoke Fair Value
|
Minimum
percentage of movement of designated Trigger to determine that a request
for authorization should occur to invoke Fair Value.
|
Authorized
By
|
Provide
signature of the Trust Officer authorizing the completion of the Fair
Value Pricing Authorization Form
|
Accepted
By
|
Provide
signature of a Vice President from State Street Fund Group accepting the
completion of the Fair Value Pricing Authorization
Form
|
EXHIBIT
D
COMPLIANCE
PROCEDURES EXHIBIT
Compliance
Procedures
1940 Act Preferred Shares
Asset Coverage
Section
18(h) of the Investment Company Act of 1940
"Asset
coverage" of a class of senior security of an issuer which is a stock means the
ratio which the value of the total assets of such issuer, less all liabilities
and indebtedness not represented by senior securities, bears to the aggregate
amount of senior securities representing indebtedness of such issuer plus the
aggregate of the involuntary liquidation preference of such class of senior
security which is a stock. The involuntary liquidation preference of
a class of senior security which is a stock shall be deemed to mean the amount
to which such class of senior security would be entitled on involuntary
liquidation of the issuer in preference to a security junior to it.
Frequency:
|
Monthly, as of the last
business day of each month
|
Calculation: Determine
whether the Asset Coverage is at least 200%
Total
fund net assets
|
÷
|
Value
of senior securities representing indebtedness
|
+ accrued
unpaid dividends on pfd shs
|
||
+liquidation
preference on pfd shares
|
+ liquidation
preference on pfd shs
|
|
+value
of senior securities representing indebtedness
|
+ accrued
unpaid dividends on pfd shs
|
|
=
|
Asset
Coverage Percentage
|
|
>
or = 200%
|
=
|
Fund
Passes Test
|
<
200%
|
=
|
Fund
Fails Test
|
Tolerance:
State
Street Fund Administration (SSFA) will complete the test on a monthly basis and
report the results of the test to Federated Investors Inc. Once SSFA
has notified Federated of the test results, Federated may impose certain
restrictions on trading.
Cure
Period:
Should
the Fund fail to maintain the 1940 Act Preferred Shares Asset Coverage as of a
given Valuation Date (the last business day of each month), the cure date is as
of the last business day
of the month following such Valuation Date.
Preferred Shares Basic
Maintenance Amount:
Frequency:
|
Monthly
|
Reporting
Deadlines:
|
As
of the Closing Time (February 18, 2003), on a pro forma basis assuming the
receipt of the net proceeds from the sale of the AMPS and using portfolio
holdings and valuations as of the close of business on any day not more
than six business days prior to the Closing Time (provided that the total
net assets of the Fund as of the Closing Time have not declined by more
than 5% or more from such valuation
date). [Note: Compliance as of the Closing Time
(using portfolio holdings and valuations as of the Closing Time) with the
Investment Company Act Preferred Shares Asset Coverage is also
required.
|
On the
first business day after the date of original issue (i.e.,
February 18, 2003) of the preferred shares (by 5 pm ET); as of the close of
business on original issue date
On
the seventh business day after each monthly Valuation Date (by 5 pm ET),
as of the Valuation Date
|
In
instances of failure to satisfy Preferred Shares Basic Maintenance Amount
as of any Valuation Date, on the seventh business day after the Preferred
Shares Basic Maintenance Cure Date (Deadline = the
14th
business day after the failure Valuation Date) (by 5 pm ET), as of the
Preferred Shares Basic Maintenance Cure
Date
|
On
the seventh business day after the Fund has redeemed Common Shares
(by 5 pm ET)
|
On
the seventh business day after the ratio of the Discounted
Value of (Fitch or Xxxxx’x) Eligible Assets to the Preferred Shares Basic
Maintenance Amount as of any monthly Valuation Date is less than or equal to
105% (by 5 pm ET) [Note: This adds nothing to the
existing requirement to furnish a report as of each Valuation
Date].
|
On
the seventh business day after a request by Xxxxx’x or Fitch (by 5pm ET),
as of the date of such request
|
On
the second business day prior to the first day of a Special Rate Period
(by 11 am ET), as of the third business day prior to the first day of the
Special Rate Period and assuming for purposes of the calculation that (a)
the Maximum Rate is the Maximum Rate on such third business day as if such
day were the Auction date for the proposed Special Rate Period and (b) the
Xxxxx’x and Fitch Discount Factors are determined by reference to an
Exposure Period of 8 weeks.
|
Cure
Period:
Should
the Fund fail to satisfy the Preferred Shares Basic Maintenance Amount as of a
given Valuation Date (the last business day of each month), the cure date is as
of the seventh business
day following such Valuation Date.
Calculation:
To ensure
that the eligible assets (assets discounted based upon Fitch’s and Moody’s
ratings, as described below) of the Fund are greater than the Fund’s basic
maintenance amount (as described below). If the eligible assets are
less than the basic maintenance amount, the Fund fails the test.
Basic
Maintenance Amount (BMA):
The
Fund’s basic maintenance amount is the sum of the following:
BMA
Component
|
Calculation
|
1. Sum
of:
|
|
a. Liquidation
Value of the outstanding shares of preferred stock
The
product of the number of Preferred Shares outstanding on the Valuation
Date multiplied by the liquidation price of $25,000 (plus the product of
the number of shares of any other series of preferred shares outstanding
on such date multiplied by the liquidation preference of such shares) plus
any redemption premium applicable to Preferred Shares (or other preferred
shares) then subject to redemption
|
Number
of preferred shares outstanding * liquidation price of preferred
shares
Federated
to inform SSFA of any instance of a redemption premium.
|
b. Current
period dividend exposure
The
aggregate amount of dividends that will have accumulated at the respective
Applicable Rates (whether or not earned or declared) to (but not
including) the first respective Dividend Payment Dates for Preferred
Shares outstanding that follows such Valuation Date (plus the aggregate
amount of dividends, whether or not earned or declared, that
will have accumulated in respect of other outstanding preferred shares to,
but not including, the first respective dividend payment dates for such
other shares that follow such Valuation Date)
|
For
each series of preferred shares:
Number
of preferred shares outstanding * $25,000 * Auction rate * (# of days in
dividend period / 365 [if dividend period = 7 days or 360 [for all other
dividend periods])
|
c. Projected
dividend amount
The
aggregate amount of dividends that would accumulate on shares of each
series of Preferred Shares
|
For
each series of preferred shares:
#
of preferred shares outstanding * $25,000 * Maximum Rate* Volatility
Factor
* #
of days from first Dividend Payment Date following Valuation Date through
the 49th
day after Valuation Date
|
365
[if dividend period = 7 days] or
360
[for all other dividend periods]
|
|
outstanding
from such first respective Dividend Payment Date therefore through the
49th
day after such Valuation Date,
|
Maximum
rate= Rate
Multiple (1.10 if prevailing rating is Aa3 or higher for Moody’s,
and AA- or higher for Fitch) multiplied by (A) the “AA” Financial Composite
Commercial Paper Rate (in the case of Minimum Rate Periods and
Special Rate Periods of fewer than 183 Rate Period Days) or (B) the Treasury Xxxx Rate
in the case of Special Rate Periods of more than 182 Rate Period Days but
fewer than 365 Rate Period Days.
|
at
the Maximum Rate (calculated as if such Valuation Date were the Auction
Date for the Rate Period commencing on such Dividend Payment
Date)
|
Federated
to notify SSFA in case of :
§ special
rate period
§ credit
rating for preferred shares falls below Aa3 for Moody’s or AA- for
Fitch
§ if
a Failure to Deposit occurs
§ if
all outstanding shares are subject to Submitted Hold
Orders
|
for
a Minimum Rate Period of shares of such series to commence on such
Dividend Payment Date,
|
|
assuming,
solely for purposes of the foregoing, that if on such Valuation Date the
Fund shall have delivered a Notice of Special Rate
Period to the Auction Agent with respect to shares of such series,
such Maximum Rate shall be the higher
of
|
|
i. the
Maximum Rate for the Special Rate Period of shares of such series to
commence on such Dividend Payment Date and
|
|
ii. the
Maximum Rate for a Minimum Rate Period of shares of such series to
commence on such Dividend Payment Date, multiplied by the greater
of
|
|
iii. the
Xxxxx’x Volatility Factor (if Xxxxx’x is then rating the Preferred Shares)
and
|
SSFA
will use a volatility rate of 2.75 for conservatism.
|
iv. the
Fitch Volatility Factor (if Fitch is then rating the Preferred Shares)
applicable to a Minimum Rate Period, or,
|
|
in
the event the Fund shall have delivered a Notice of Special Rate
Period to the Auction Agent with respect to such shares of such
series designating a Special Rate Period consisting of 56 Rate Period Days
or more the greater of
|
|
v. the
Moody’s Volatility Factor and
|
|
vi. Fitch
Volatility Factor
applicable
to a Special Rate Period of that length
|
|
(plus
the aggregate amount of dividends that would accumulate at the maximum
dividend rate or rates on any other preferred stock outstanding from such
respective dividend payment dates through the 56th day after such
Valuation Date, as established by or pursuant to the respective statements
supplementary establishing and fixing the rights and preferences of such
other preferred shares), (except that
|
|
if
such Valuation Date occurs at a time when a Failure to Deposit (or, in the
case of preferred stock other than Preferred Shares, a failure similar to
a Failure to Deposit) has occurred that has not been cured, the dividend
for purposes of calculation would accumulate at the current dividend rate
then applicable to the shares in respect of which such failure has
occurred and
|
|
for
those days during the period described in this subparagraph (C) in respect
of which the Applicable Rate in effect immediately prior to such Dividend
Payment Date will remain in effect (or, in the case of preferred shares
other than Preferred Shares, in respect of which the dividend rate or
rates in effect immediately prior to such respective dividend payment
dates will remain in effect), the dividend for purposes of calculation
would accumulate at such Applicable Rate (or other rate or rates, as the
case may be) in respect of those days)
|
|
d. The
amount of anticipated expenses of the Fund for the 90 days subsequent to
such Valuation Date.
|
Current
daily expense accrual * 90 days
|
e. The amount of the Fund’s
Maximum Potential Gross-up Payment Liability
in
respect of Preferred Shares (and similar amounts payable in respect of
other preferred shares, as of such Valuation Date.
MAXIMUM
POTENTIAL GROSS-UP PAYMENT LIABILITY as of any Valuation Date, shall mean
the aggregate amount of Gross-up Payments that would be due if the Fund
were to make Taxable Allocations, with respect to any taxable year,
estimated based upon dividends paid and the amount of undistributed
realized net capital gains and other taxable income earned by the Fund, as
of the end of the calendar month immediately preceding such Valuation
Date, and assuming such Gross-up Payments are fully
taxable.
|
Federated
to inform SSFA if such situation exists.
Estimated
taxable distribution (capital gain + taxable income) to preferred shares *
38.6% federal tax.
|
f. The amount of any indebtedness
or obligations of the Fund senior in right of payment to the Preferred
Shares; and
|
Federated
to inform SSFA if such situation exists.
|
g. Any current liabilities
as of such Valuation Date to the extent not reflected in any of 1a through
1f (including, without limitation, any payables for Municipal Obligations
purchased as of such Valuation Date and any liabilities incurred for the
purpose of clearing securities transactions)
|
Liabilities
from the trial balance.
|
2. LESS:
the
face value of
(i.e.,
for purposes of current Moody’s guidelines,
a. cash,
b. short-term
Municipal Obligations rated XXX-0, XXXX-0 xx X-0, and
c. short-term
securities that are the direct obligation of the U.S. government, provided
in each case that such securities mature on or prior to the date upon
which any of 1a through 1g become payable, otherwise the Moody’s
Discounted Value)
of
any of the Fund’s assets irrevocably deposited by the Fund for the payment
of any of 1a through 1g
|
Less:
The
value of any of the Fund’s assets irrevocably deposited by the Fund for
the payment of any of 1a through
1g.
|
FITCH
Fitch Eligible
Assets:
|
|
Eligible Asset
Component
|
Calculation
|
1. Cash,
|
Cash
per trial balance
|
2. Receivables
for Municipal Obligations Sold, or
|
Receivable
for Municipal Obligations Sold per trial balance. Ensure that
the receivables are due to settle within five business days of the
Valuation Date.
|
3. Unrealized
Gain from Hedging Transactions
|
Unrealized
Gain from Hedging Transactions’ shall mean, as of any Valuation Date, (1)
in the case of a swap contract (including total return swaps and interest
rate swaps), the amount, if any, that the Fund would receive if the swap
contract were terminated as of the Valuation Date, (2) in the case of an
interest rate futures contract, the amount, if any, that the Fund would
receive if it were to eliminate its open futures position as of the
Valuation Date by entering into an offsetting contract of the same
specifications or (3) in the case of an option on interest rate futures
contracts, the Market Value thereof as of the Valuation
Date. For the purpose of determining the Discounted Value of
any Unrealized Gain from Hedging Transactions, (i) unrealized gain
from a swap contract shall be treated in the same manner as a Municipal
Obligation, except that the issuer rating assigned to the swap
counterparty shall be used, and (ii) unrealized gain from an interest
rate futures contract or an option on interest rate futures contracts
shall be deemed to have a rating of A by Fitch. The amount of
any unrealized loss from hedging transactions as of any Valuation Date
shall be treated as a reduction to Fitch Eligible Assets.
|
4. Municipal
Obligation that
|
|
a. Pays
interest in cash,
|
Federated
to inform SSFA in any instance where interest is not paid in
cash.
|
b. Does
not have its Fitch rating suspended by Fitch, and
|
Federated
to inform SSFA in any instance where Fitch’s ratings have been
suspended.
|
c. Is
part of an issue of Municipal Obligations of at least
$10,000,000
|
Issuer
size from Bloomberg will be used to determine eligibility. SSFA
to perform the analysis based on cusip and notify Federated of any issues
below $10,000,000. Federated will determine and communicate to
SSFA whether or not the cusip is part of an overall issue of at least
$10,000,000.
|
For
purposes of applying the following requirements for Single Issuer
Concentration, State Concentration and applying the applicable Fitch
Discount Factor:
1. If
a Municipal Obligation is not rated by Fitch but is rated by Moody’s and S&P, such
Municipal Obligation (excluding short-term Municipal Obligations) will be
deemed to have the Fitch rating which is the lower of the Moody’s and
S&P rating.
2. If
a Municipal Obligation is not rated by Fitch but is rated by Moody’s or S&P, such
Municipal Obligation (excluding short-term Municipal Obligations) will be
deemed to have such rating.
SSFA
will obtain ratings from Bloomberg for new buys and for the entire
portfolio monthly.
|
|
A.Single
Issuer Concentration:
|
|
1. Municipal
Obligations issued by any one issuer and rated BB or lower, or not rated,
may comprise no more than 4% of total Fitch Eligible
Assets.
|
For
purposes of identifying single issuers, the first six digits of the
municipal security’s cusip will be considered the issuer
identifier. It is possible that the six digit cusip may
represent a conduit rather than the true
issuer. Therefore, if any issuer exceeds the set
limit, SSFA will research the true issuer on Bloomberg and notify
Federated.
|
2. The
total amount identified in item 1 (above), together with any Municipal
Obligations issued by the same issuer and rated BBB by Fitch may comprise
no more than 6% of total Fitch Eligible Assets.
|
|
3. The
total amount identified in item 2 (above) together with any Municipal
Obligations issued by the same issuer and rated A by Fitch may comprise no
more than 10% of total Fitch Eligible Assets.
|
|
4. The
total amount identified in item 3 (above) together with any Municipal
Obligations issued by the same issuer and rated AA by Fitch may comprise
no more than 20% of total Fitch Eligible Assets.
|
|
For
purposes of the calculations in items 1 – 4 (above), any Municipal
Obligation backed by the guaranty, letter of credit or insurance issued by
a third party shall be deemed to be issued by such third party if the
issuance of such third party credit is the sole determinant of the rating
on such Municipal Obligations; and any Municipal Obligation for which the
nominal issuer is a conduit for a third party the obligations of which are
the sole source of revenues for the payment of such Municipal Obligation
shall be deemed to be issued by such third party.
|
For
purposes of this test, SSFA will assume that the rating provided by
Bloomberg is for the obligation AND based solely on the underlying credit
enhancement, unless information is supplied by
Federated.
|
B.State
Concentration:
|
|
1. Municipal
Obligations issued by issuers located within a single state or territory
and rated BB or lower or not rated may comprise no more than 12% of total
Fitch Eligible Assets.
|
|
2. The
total amount identified in item 1 (above), together with any Municipal
Obligations issued by issuers located within the same state or territory
and rated BBB by Fitch may comprise no more than 20% of total Fitch
Eligible Assets.
|
|
3. The
total amount identified in item 2 (above) together with any Municipal
Obligations issued by issuers located within the same state or territory
and rated A by Fitch may comprise no more than 40% of total Fitch Eligible
Assets.
|
|
4. The
total amount identified in item 3 (above) together with any Municipal
Obligations issued by issuers located within the same state or territory
and rated AA by Fitch may comprise no more than 60% of total Fitch
Eligible Assets
|
|
For
purposes of applying the foregoing requirements for Single Issuer
Concentration and State Concentration:
1. Eligible
Assets shall be calculated without including cash; and
2. Municipal
Obligations rated F1 by Fitch or, if not rated by Fitch, rated XXX-0,
XXXX-0 or P-1 by Moody's; or, if not rated by Moody's, rated A-1+/AA or
SP-1+/AA by S&P shall be considered to have a long-term rating of
A.
|
|
Adjustments
to Fitch’s Eligible Assets for Futures, Options and Forward
Commitments:
|
|
1. For
purposes of determining whether the Fund has Fitch Eligible Assets with an
aggregate Discounted Value that equals or exceeds the Preferred Shares
Basic Maintenance Amount,
the
Discounted Value of Fitch Eligible Assets which the Fund is obligated to
deliver or receive pursuant to an outstanding
option shall be as follows:
|
|
a. assets subject to call options
written by the Fund which are either exchange-traded and “readily
reversible” or which expire within 49 days after the date as of which such
valuation is made shall be valued at the lesser
of:
|
SSFA
will test whether the written call options expire within 49 days after the
Valuation Date.
If
the 49 day limit test is not passed, SSFA will contact Federated to
determine whether the written call options are exchange-traded and
“readily reversible”.
|
i. Discounted
Value and
|
|
ii. the
exercise price of the call option written by the Fund;
|
|
b. assets
subject to call options written by the Fund not meeting the requirements
of clause (a) of this sentence shall have no
value;
|
|
c. assets subject to put options
written by the Fund shall be valued at the lesser
of:
|
|
i. the
exercise price and
ii. the
Discounted Value of the subject security; and
|
|
d. Where
delivery may be made to the Fund with any security of a class of
securities, the Fund shall assume it will take delivery of the security
with the lowest Discounted Value.
|
Federated
to inform SSFA of the various securities of the class of securities if
such situation exists.
|
2. For
purposes of determining whether the Fund has Fitch Eligible Assets with an
aggregate Discounted Value that equals or exceeds the Preferred Shares
Basic Maintenance Amount,
the
following amounts shall be subtracted from the
aggregate Discounted Value of the Fitch Eligible Assets held by the
Fund:
|
|
a. 10%
of the exercise price of a written call
option;
|
|
b. the
exercise price of any written put
option;
|
|
c. the
settlement price of the underlying futures contract if the Fund writes put options on a
futures contract
|
|
d. 105%
of the Market Value of the underlying futures contracts if the Fund writes call options on a
futures contract and does not own the underlying
contract.
|
|
3. For
purposes of determining whether the Fund has Fitch Eligible Assets with an
aggregate Discounted Value that equals or exceeds the Preferred Shares
Basic Maintenance Amount,
the
Discounted Value of Forward Commitments will be the Discounted Value as
calculated by applying the respective Fitch Discount
Factor.
|
Discounting Fitch’s
Assets: Once the above procedures have been performed,
determine the discounted market value for each security. Discount
each security as follows:
RATING
CATEGORY
EXPOSURE
PERIOD
|
AAA*
|
AA*
|
A*
|
BBB*
|
F1**
|
UNRATED***
|
7
weeks
|
151%
|
159%
|
166%
|
173%
|
136%
|
225%
|
8
weeks or less but greater than 7 weeks
|
154%
|
161%
|
168%
|
176%
|
137%
|
231%
|
9
weeks or less but greater than 8 weeks
|
158%
|
163%
|
170%
|
177%
|
138%
|
240%
|
*
|
Fitch
rating.
|
**
|
Municipal
Obligations rated F2 by Fitch, which do not mature or have a demand
feature at par exercisable in 30 days and which do not have a long-term
rating.
|
***
|
Municipal
Obligations rated less than BBB by Fitch or
unrated.
|
Notwithstanding
the foregoing:
1.
|
The
Fitch Discount Factor for short-term Municipal Obligations will be 115%,
so long as:
|
a.
|
Such
Municipal Obligations are rated at least F2 by Fitch (or, if not rated by
Fitch, rated XXX-0, XXXX-0 or P-1 by Moody’s or at least A-1+ or SP-1+ by
S&P) and
|
b.
|
Mature
or have a demand feature at par exercisable in 30 days or less,
and
|
2.
|
No
Fitch Discount Factor will be applied to cash or to Receivables for
Municipal Obligations Sold.
|
When
the Fund sells a Municipal Obligation and agrees to repurchase such
Municipal Obligation at a future date, such Municipal Obligation shall be
valued at its Discounted Value for purposes of determining Fitch Eligible
Assets, and the amount of the repurchase price of such Municipal
Obligation shall be included as a liability for purposes of calculating
the Preferred Shares Basic Maintenance Amount.
|
|
When
the Fund purchases a Fitch Eligible Asset and agrees to sell it at a
future date, such Fitch Eligible Asset shall be valued at the amount of
cash to be received by the Fund upon such future date, provided that the
counterparty to the transaction has a long-term debt rating of at least A
by Fitch and the transaction has a term of no more than 30 days;
otherwise, such Fitch Eligible Asset shall be valued at the Discounted
Value of such Fitch Eligible Asset.
|
|
Notwithstanding
the foregoing, an asset will not be considered a Fitch Eligible Asset for
purposes of determining the Preferred Shares Basic Maintenance Amount to
the extent it is
1. subject
to any material lien, mortgage, pledge, security interest or security
agreement of any kind (collectively, “Liens”), except for
a. Liens
which are being contested in good faith by appropriate proceedings and
which Fitch (if Fitch is then rating the Preferred Shares) has indicated
to the Fund will not affect the status of such asset as a Fitch Eligible
Asset,
b. Liens
for taxes that are not then due and payable or that can be paid thereafter
without penalty,
c. Liens
to secure payment for services rendered or cash advanced to the Fund by
the Fund’s investment adviser, custodian or the Auction
Agent,
d. Liens
by virtue of any repurchase agreement, and
e. Liens
in connection with any futures margin account or swap contract;
or
2. deposited
irrevocably for the payment of any liabilities.
|
SSFA
will assume this paragraph is not applicable unless information is
provided by Federated.
|
MOODY’S
Moody’s Eligible
Assets:
|
|
Eligible Asset
Component
|
Calculation
|
1. Cash,
|
Cash
per trial balance
|
2. Receivables
for Municipal Obligations Sold, or
|
Receivable
for Municipal Obligations Sold per trial balance. Ensure that
the receivables are due to settle within five business days of the
Valuation Date.
|
3. Unrealized
Gain from Hedging Transactions
|
Unrealized
Gain from Hedging Transactions’ shall mean, as of any Valuation Date, (1)
in the case of a swap contract (including total return swaps and interest
rate swaps), the amount, if any, that the Fund would receive if the swap
contract were terminated as of the Valuation Date, (2) in the case of an
interest rate futures contract, the amount, if any, that the Fund would
receive if it were to eliminate its open futures position as of the
Valuation Date by entering into an offsetting contract of the same
specifications or (3) in the case of an option on interest rate futures
contracts, the Market Value thereof as of the Valuation
Date. For the purpose of determining the Discounted Value of
any Unrealized Gain from Hedging Transactions, (i) unrealized gain
from a swap contract shall be treated in the same manner as a Municipal
Obligation, except that the issuer rating assigned to the swap
counterparty shall be used, and (ii) unrealized gain from an interest
rate futures contract or an option on interest rate futures contracts
shall be deemed to have a rating of A by Moody’s. The amount of
any unrealized loss from hedging transactions as of any Valuation Date
shall be treated as a reduction to Moody’s Eligible Assets.
|
4. Municipal
Obligation that
|
|
a. Pays
interest in cash,
|
Federated
to inform SSFA in any instance where interest is not paid in
cash.
|
b. Does
not have its Xxxxx’x rating suspended by Moody’s, and
|
Federated
to inform SSFA in any instance where Moody’s ratings have been
suspended.
|
c. Is
part of an issue of Municipal Obligations of at least
$10,000,000
|
Issuer
size from Bloomberg will be used to determine eligibility. SSFA
to perform the analysis based on cusip and notify Federated of any issues
below $10,000,000. Federated will determine and communicate to
SSFA whether or not the cusip is part of an overall issue of at least
$10,000,000.
|
For
purposes of applying the following requirements for Single Issuer
Concentration, State Concentration and applying the applicable Moody’s
Discount Factor, except as the Fund is otherwise advised in writing by
Moody’s:
1. if
a Municipal Obligation is not rated by Moody’s but is rated by Fitch
and S&P, such Municipal
Obligation (excluding short-term Municipal Obligations) will be deemed to
have the Xxxxx’x rating which is equivalent to the lower of the Fitch and
S&P ratings;
2. if
a Municipal Obligation is not rated by Moody’s but is rated by Fitch or
S&P, such Municipal Obligation (excluding short-term Municipal
Obligations) will be deemed to have the Moody’s equivalent of such
rating.
SSFA
will obtain ratings from Bloomberg for new buys and for the entire
portfolio monthly. Federated to inform SSFA in any instance
where the Fund is advised in writing by Moody’s that the foregoing does
not apply to a Municipal Obligation held by the Fund
|
|
A.Single
Issuer Concentration:
|
|
1. Municipal
Obligations issued by any one issuer and rated Ba or lower by Moody’s or
not rated by Moody’s may comprise no more than 4% of total Moody’s
Eligible Assets.
|
For
purposes of identifying single issuers, the first six digits of the
municipal security’s cusip will be considered the issuer
identifier. It is possible that the six digit cusip may
represent a conduit rather than the true issuer. Therefore, if
any issuer exceeds the set limit, SSFA will research the true issuer on
Bloomberg and notify Federated.
|
2. The
total amount identified in item 1 (above), together with any Municipal
Obligations issued by the same issuer and rated Baa by Moody’s may
comprise no more than 6% of total Moody’s Eligible Assets.
|
|
3. The
total amount identified in item 2 (above) together with any Municipal
Obligations issued by the same issuer and rated A by Moody’s may comprise
no more than 10% of total Moody’s Eligible Assets.
|
|
4. The
total amount identified in item 3 (above) together with any Municipal
Obligations issued by the same issuer and rated Aa by Moody’s may comprise
no more than 20% of total Moody’s Eligible Assets.
|
|
For
purposes of the calculations in items 1 – 4 (above), any Municipal
Obligation backed by the guaranty, letter of credit or insurance issued by
a third party shall be deemed to be issued by such third party if the
issuance of such third party credit is the sole determinant of the rating
on such Municipal Obligations; and any Municipal Obligation for which the
nominal issuer is a conduit for a third party the obligations of which are
the sole source of revenues for the payment of such Municipal Obligation
shall be deemed to be issued by such third party.
|
For
purposes of this test, SSFA will assume that the rating provided by
Bloomberg is for the obligation AND NOT based solely on the underlying
credit enhancement, unless information is supplied by
Federated.
|
B.State
Concentration:
|
|
1. Municipal
Obligations issued by issuers located within a single state or territory
and rated Ba or lower by Moody’s or not rated by Moody’s may comprise no
more than 12% of total Moody’s Eligible Assets.
|
|
2. The
total amount identified in item 1 (above), together with any Municipal
Obligations issued by issuers located within a single state or territory
and rated Baa by Moody’s may comprise no more than 20% of total Moody’s
Eligible Assets.
|
|
3. The
total amount identified in item 2 (above) together with any Municipal
Obligations issued by issuers located within a single state or territory
and rated A by Moody’s may comprise no more than 40% of total Moody’s
Eligible Assets.
|
|
4. The
total amount identified in item 3 (above) together with any Municipal
Obligations issued by issuers located within a single state or territory
and rated Aa by Moody’s may comprise no more than 60% of total Moody’s
Eligible Assets.
|
|
For
purposes of applying the foregoing requirements for Single Issuer
Concentration and State Concentration:
1. Eligible
Assets shall be calculated without including cash; and
2. Municipal
Obligations rated XXX-0, XXXX-0 or P-1 by Moody’s or, if not rated by
Moody’s, rated A-1+/AA or SP-1+/AA by S&P, or if not rated by S&P,
rated F1 by Fitch, shall be considered to have a long-term rating of
A.
|
|
Adjustments
to Moody’s Eligible Assets for Futures, Options and Forward
Commitments:
|
|
1. For
purposes of determining whether the Fund has Moody’s Eligible Assets with
an aggregate Discounted Value that equals or exceeds the Preferred Shares
Basic Maintenance Amount,
the
Discounted Value of
Moody’s Eligible Assets which the Fund is obligated to deliver or receive
pursuant to an outstanding option
shall be as follows:
|
|
a. assets subject
to call
options written by the Fund which are either exchange-traded and
“readily reversible” or which expire within 49 days after the date as of
which such valuation is made shall be valued at the lesser
of:
|
SSFA
will test whether the written call options expire within 49 days after the
Valuation Date.
If
the 49 day limit test is not passed, SSFA will contact Federated to
determine whether the written call options are exchange-traded and
“readily reversible”.
|
i. Discounted
Value and
|
|
ii. the
exercise price of the call option written by the Fund;
|
|
b. assets
subject to call options written by the Fund not meeting the requirements
of clause (A) of this sentence shall have no
value;
|
|
c. assets subject to put options
written by the Fund shall be valued at the lesser
of:
|
|
i. the
exercise price and
ii. the
Discounted Value of the subject security; and
|
|
d. where
delivery may be made to the Fund with any security of a class of
securities, the Fund shall assume it will take delivery of the security
with the lowest Discounted Value.
|
Federated
to inform SSFA of the various securities of the class of securities if
such situation exists.
|
2. For
purposes of determining whether the Fund has Moody’s Eligible Assets with
an aggregate Discounted Value that equals or exceeds the Preferred Shares
Basic Maintenance Amount,
the
following amounts shall be subtracted from the
aggregate Discounted Value of the Moody’s Eligible Assets held by the
Fund:
|
|
a. 10%
of the exercise price of a written call option;
|
|
b. the
exercise price of any written put option;
|
|
c. the
settlement price of the underlying futures contract if the Fund writes put options on a
futures contract; and
|
|
d. 105%
of the Market Value of the underlying futures contracts if the Fund writes call options on a
futures contract and does not own the underlying
contract.
|
|
3. For
purposes of determining whether the Fund has Moody’s Eligible Assets with
an aggregate Discounted Value that equals or exceeds the Preferred Shares
Basic Maintenance Amount,
the
Discounted Value of all Forward Commitments will
be the Discounted Value as calculated by applying the respective Moody’s
Discount Factor.
|
Discounting Moody’s
Assets: Once the above procedures have been performed,
determine the discounted market value for each security. Discount
each security as follows:
RATING
CATEGORY
Exposure Period
|
Aaa*
|
Aa*
|
A*
|
Baa*
|
(V)MIG-1**
|
UNRATED***
|
7
weeks.
|
151%
|
159%
|
166%
|
173%
|
136%
|
225%
|
8
weeks or less but greater than 7 weeks
|
154%
|
161%
|
168%
|
176%
|
137%
|
231%
|
9
weeks or less but greater than 8 weeks
|
158%
|
163%
|
170%
|
177%
|
138%
|
240%
|
* Xxxxx'x
rating (or, if not rated by Moody’s, see above).
**
|
Municipal
Obligations rated MIG-1 or VMIG-1 (or, if not rated by Moody’s, see
above), which do not mature or have a demand feature at par exercisable in
30 days and which do not have a long-term
rating.
|
***
|
Municipal
Obligations rated less than Baa3 by Moody's (or, if not rated by Moody’s,
see above) or unrated. Securities rated below Baa by Moody’s
(or, if not rated by Moody’s, see above) and unrated securities, which are
securities rated by neither Xxxxx’x, S&P or Fitch, may not exceed 10%
of Moody’s Eligible Assets.
|
Notwithstanding
the foregoing:
|
1.
The Moody’s Discount Factor for short-term Municipal Obligations will be
115%, so long as
|
a)
|
such
Municipal Obligations are rated at least XXX-0, XXXX-0 or P-1 by Moody’s
(or if not rated by Moody’s, rated at least F1 by Fitch or at
least A-1+/AA or SP-1+/AA by S&P)
and
|
b)
|
mature
or have a demand feature at par exercisable in 30 days or less,
and
|
|
2.
No Moody’s Discount Factor will be applied to cash or to Receivables for
Municipal Obligations Sold.
|
When
the Fund sells a Municipal Obligation and agrees to repurchase such
Municipal Obligation at a future date, such Municipal Obligation shall be
valued at its Discounted Value for purposes of determining Moody’s
Eligible Assets and the amount of the repurchase price of such Municipal
Obligation shall be included as a liability for purposes of calculating
the Preferred Shares Basic Maintenance Amount.
|
|
When
the Fund purchases a Moody’s Eligible Asset and agrees to sell it at a
future date, such Moody’s Eligible Asset shall be valued at the amount of
cash to be received by the Fund upon such future date, provided that the
counterparty to the transaction has a long-term debt rating of at least A2
from Moody’s and the transaction has a term of no more than 30 days;
otherwise, such Moody’s Eligible Asset shall be valued at the Discounted
Value of such Moody’s Eligible Asset.
|
|
Notwithstanding
the foregoing, an asset will not be considered a Moody’s Eligible Asset
for purposes of determining the Preferred Shares Basic Maintenance Amount
to the extent it is
1. subject
to any Liens, except for
a. Liens
which are being contested in good faith by appropriate proceedings and
which Moody’s (if Xxxxx’x is then rating the Preferred Shares) has
indicated to the Fund will not affect the status of such asset as a
Moody’s Eligible Asset,
b. Liens
for taxes that are not then due and payable or that can be paid thereafter
without penalty,
c. Liens
to secure payment for services rendered or cash advanced to the Fund by
the Fund’s investment adviser, custodian or the Auction
Agent,
d. Liens
by virtue of any repurchase agreement, and
e. Liens
in connection with any futures margin account or swap contract;
or
2. deposited
irrevocably for the payment of any liabilities.
|
SSFA
will assume this paragraph is not applicable unless information is
provided by Federated.
|
EXHIBIT
E
REMOTE
ACCESS SERVICES ADDENDUM
REMOTE
ACCESS SERVICES ADDENDUM
TO
FINANCIAL ADMINISTRATION AND
ACCOUNTING SERVICES AGREEMENT
ADDENDUM to that certain Financial
Administration and Accounting Services Agreement dated as of January 1, 2007
(the “Services Agreement”) between each of the investment companies listed on
Exhibit A to the Services Agreement (the “Customer”) and State Street Bank and
Trust Company, including its subsidiaries and affiliates (“State
Street”).
State Street has developed and utilizes
proprietary accounting and other systems in conjunction with the custodian
services which State Street provides to the Customer. In this regard,
State Street maintains certain information in databases under its control and
ownership which it makes available to its customers (the “Remote Access
Services”).
The
Services
State
Street agrees to provide the Customer, and its designated investment advisors,
consultants or other third parties authorized by State Street (“Authorized
Designees”) with access to In~SightSM as
described in Exhibit A to this Addendum or such other systems as may be offered
from time to time (the “System”) on a remote basis.
Security
Procedures
The
Customer agrees to comply, and to cause its Authorized Designees to comply, with
remote access operating standards and procedures and with user identification or
other password control requirements and other security procedures as may be
issued from time to time by State Street for use of the System and access to the
Remote Access Services. The Customer agrees to advise State Street
immediately in the event that it learns or has reason to believe that any person
to whom it has given access to the System or the Remote Access Services has
violated or intends to violate the terms of this Addendum and the Customer will
cooperate with State Street in seeking injunctive or other equitable
relief. The Customer agrees to discontinue use of the System and
Remote Access Services, if requested, for any security reasons cited by State
Street.
Fees
Fees and
charges for the use of the System and the Remote Access Services and related
payment terms shall be as set forth in the Financial Administration and
Accounting Services Fee Schedule in effect from time to time between the parties
(the “Fee Schedule”). The Customer shall be responsible for any
tariffs, duties or taxes imposed or levied by any government or governmental
agency by reason of the transactions contemplated by this Addendum, including,
without limitation, federal, state and local taxes, use, value added and
personal property taxes (other than income, franchise or similar taxes which may
be imposed or assessed against State Street). Any claimed exemption
from such tariffs, duties or taxes shall be supported by proper documentary
evidence delivered to State Street.
Proprietary
Information/Injunctive Relief
The
System and Remote Access Services described herein and the databases, computer
programs, screen formats, report formats, interactive design techniques,
formulae, processes, systems, software, know-how, algorithms, programs, training
aids, printed materials, methods, books, records, files, documentation and other
information made available to the Customer by State Street as part of the Remote
Access Services and through the use of the System and all copyrights, patents,
trade secrets and other proprietary rights of State Street related thereto are
the exclusive, valuable and confidential property of State Street and its
relevant licensors (the “Proprietary Information”). The Customer
agrees on behalf of itself and its Authorized Designees to keep the Proprietary
Information confidential and to limit access to its employees and Authorized
Designees (under a similar duty of confidentiality) who require access to the
System for the purposes intended. The foregoing shall not apply to
Proprietary Information in the public domain or required by law to be made
public.
The
Customer agrees to use the Remote Access Services only in connection with the
proper purposes of this Addendum. The Customer will not, and will
cause its employees and Authorized Designees not to, (i) permit any third party
to use the System or the Remote Access Services, (ii) sell, rent, license or
otherwise use the System or the Remote Access Services in the operation of a
service bureau or for any purpose other than as expressly authorized under this
Addendum, (iii) use the System or the Remote Access Services for any fund, trust
or other investment vehicle without the prior written consent of State Street,
or (iv) allow or cause any information transmitted from State Street’s
databases, including data from third party sources, available through use of the
System or the Remote Access Services, to be published, redistributed or
retransmitted for other than use for or on behalf of the Customer, as State
Street’s customer.
The
Customer agrees that neither it nor its Authorized Designees will modify the
System in any way; enhance or otherwise create derivative works based upon the
System; nor will the Customer or Customer’s Authorized Designees reverse
engineer, decompile or otherwise attempt to secure the source code for all or
any part of the System.
The
Customer acknowledges that the disclosure of any Proprietary Information, or of
any information which at law or equity ought to remain confidential, will
immediately give rise to continuing irreparable injury to State Street
inadequately compensable in damages at law and that State Street shall be
entitled to obtain immediate injunctive relief against the breach or threatened
breach of any of the foregoing undertakings, in addition to any other legal
remedies which may be available.
Limited
Warranties
State
Street represents and warrants that it is the owner of and has the right to
grant access to the System and to provide the Remote Access Services
contemplated herein. Because of the nature of computer information
technology, including but not limited to the use of the Internet, and the
necessity of relying upon third party sources, and data and pricing information
obtained from third parties, the System and Remote Access Services are provided
“AS IS”, and the Customer and its Authorized Designees shall be solely
responsible for the investment decisions, results obtained, regulatory reports
and statements produced using the Remote Access Services. State
Street and its relevant licensors will not be liable to the Customer or its
Authorized Designees for any direct or indirect, special, incidental, punitive
or consequential damages arising out of or in any way connected with the System
or the Remote Access Services, nor shall either party be responsible for delays
or nonperformance under this Addendum arising out of any cause or event beyond
such party’s control.
EXCEPT AS
EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET, FOR ITSELF AND ITS RELEVANT
LICENSORS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND
THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED INCLUDING,
WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
Infringement
State
Street will defend or, at our option, settle any claim or action brought against
the Customer to the extent that it is based upon an assertion that access to the
System or use of the Remote Access Services by the Customer under this Addendum
constitutes direct infringement of any patent or copyright or misappropriation
of a trade secret, provided that the Customer notifies State Street promptly in
writing of any such claim or proceeding and cooperates with State Street in the
defense of such claim or proceeding. Should the System or the Remote
Access Services or any part thereof become, or in State Street’s opinion be
likely to become, the subject of a claim of infringement or the like under any
applicable patent or copyright or trade secret laws, State Street shall have the
right, at State Street’s sole option, to (i) procure for the Customer the right
to continue using the System or the Remote Access Services, (ii) replace or
modify the System or the Remote Access Services so that the System or the Remote
Access Services becomes noninfringing, or (iii) terminate this Addendum without
further obligation.
Termination
Either
party to the Services Agreement may terminate this Addendum (i) for any reason
by giving the other party at least one-hundred and eighty (180) days’ prior
written notice in
the case of notice of termination by State Street to the Customer or thirty (30)
days’ notice in the case of notice from the Customer to State Street of
termination, or (ii) immediately for failure of the other party to comply with
any material term and condition of the Addendum by giving the other party
written notice of termination. This Addendum shall in any event
terminate within ninety (90) days after the termination of the Services
Agreement. In the event of termination, the Customer will return to
State Street all copies of documentation and other confidential information in
its possession or in the possession of its Authorized Designees. The
foregoing provisions with respect to confidentiality and infringement will
survive termination for a period of three (3) years.
Miscellaneous
This
Addendum and the exhibits hereto constitute the entire understanding of the
parties to the Services Agreement with respect to access to the System and the
Remote Access Services. This Addendum cannot be modified or altered
except in a writing duly executed by each of State Street and the Customer and
shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts.
By its
execution of the Services Agreement, the Customer accepts responsibility for its
and its Authorized Designees’ compliance with the terms of this
Addendum.
EXHIBIT
A
to
REMOTE
ACCESS SERVICES ADDENDUM TO
FINANCIAL ADMINISTRATION AND
ACCOUNTING SERVICES AGREEMENT
IN~SIGHTSM
System
Product Description
In~SightSM
provides bilateral information delivery, interoperability, and on-line
access to State Street. In~SightSM allows
users a single point of entry into State Street’s diverse systems and
applications. Reports and data from systems such as Investment Policy
MonitorSM,
Multicurrency HorizonSM,
Securities Lending, Performance & Analytics, and Electronic Trade Delivery
can be accessed through In~SightSM. This
Internet-enabled application is designed to run from a Web browser and perform
across low-speed data lines or corporate high-speed backbones. In~SightSM also
offers users a flexible toolset, including an ad-hoc query function, a custom
graphics package, a report designer, and a scheduling capability.