AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
Exhibit
23(h)(14) under Form N-1A
Exhibit
10 under Item 601/Reg. S-K
AMENDMENT
TO TRANSFER AGENCY AND SERVICE AGREEMENT
This
Amendment (the “Amendment”), made as of the 1st day of
January 2008 amends that certain Transfer Agency and service Agreement, date as
of July 1, 2004 (the “Agreement”) by and between each of the entities listed on
the signature pages to the Agreement (the “Funds”) and State Street Bank and
Trust Company (the “Transfer Agent”). Capitalized terms used, but not
otherwise defined herein, shall have the meanings ascribed thereto in the
Agreement.
RECITALS
WHEREAS, the Funds and the Transfer
Agent are parties to the Agreement under and pursuant to which Transfer Agent
has agreed to perform services as transfer agent, divided disbursing agent and
agent in connection with certain other activities of the Funds; and
WHEREAS, the Funds and the Transfer
Agent wish to amend the Agreement to extend the initial term and to reflect
certain fee reductions and other changes.
NOW, THEREFORE, in consideration of the
mutual promises set forth herein, the parties agree as follows:
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1.
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Amendments to the
Agreement: The Agreement is hereby amended as
follows:
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(a) COLA
is waived for the redefined Initial Term, therefore Section 3.5 of the Agreement
is hereby amended by deleting the first phrase of the first sentence and
replacing it with the words “During the initial term”. The second
sentence is amended by deleting the first phrase and replacing it with the words
“Following the initial term”.
(b) The
Initial Term of the Agreement is extended three (3) years, therefore Section
12.1 of the Agreement is hereby amended by deleting “five (5)” in the first
sentence and replacing with “eight (8)”.
(c) Schedule
3.1 (Fees) is hereby amended by (i) deleting the first footnote in its entirety and replacing it with the
revised footnote below; (ii) deleting the Telephone Servicing section in
its entirety and replacing it with the revised fees below; and (iii)
deleting the third footnote:
“1 The “Per CUSIP Fee” shall be waived (i) for
the first six (6) months from CUSIP implementation, unless such implementation
is a result of a conversion or merger and (ii) once a closed CUSIP’s tax
reporting requirements have been satisfied.”
“Telephone
Servicing Complex Base Fees2
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Years
1-3
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$2,700,000/year
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Year
4
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July
1, 2007 -December 31, 2007
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$1,350,000
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January
1, 2008 - June 30, 2008
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$ 801,098
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Year
5
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July
1, 2008-December 31, 2008
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$ 801,097
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January
1, 2009 -June 30, 2009
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$ 801,097
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Year
6
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July
1, 2009 - December 31, 2009
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$ 471,756
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January
1, 2010 - June 30, 2010
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$ 471,756
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Year
7
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July
1, 2010 - December 31, 2010
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$ 471,756
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January
1, 2011 - June 30, 2011
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$ 471,756
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Year
8
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July
1, 2011 - December 31, 2011
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$ 471,756
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January
1, 2012 - June 30, 2012
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$ 471,756
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2. No Other
Amendments. Except as expressly amended hereby, the Agreement
shall continue in full force and effect in accordance with the terms
thereof.
3. Due
Authorization. Each party hereto represents and warrants that
it has full legal authority, and has obtained all requisite approvals necessary,
to enter into this Amendment. This Amendment constitutes the legal,
valid and binding obligation of each such party, enforceable in accordance with
the terms hereof.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first above written.
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By
each of the Federated Funds set forth on
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STATE
STREET BANK AND TRUST
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Exhibit
A to the Agreement
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COMPANY
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By: /s/
Xxxx X. XxXxxxxxx
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By: /s/
Xxxxxx X. Xxxxxx
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Name: Xxxx
X. XxXxxxxxx
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Xxxxxx
X. Xxxxxx, Vice Chairman
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Title: Executive
Vice President and Secretary
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Schedule A
to
Transfer Agent and Service Agreement
dated
July 1, 2004
(revised
as of 6/15/09)
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Contract
Effective Date:
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Fund
Name:
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Series
Name
(if
applicable)
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7/1/04
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Capital
Preservation Fund
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7/1/04
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Treasury
Cash Series II
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Cash
Trust Series, Inc.
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7/1/04
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Government
Cash Series
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7/1/04
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Municipal
Cash Series
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7/1/04
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Prime
Cash Series
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7/1/04
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Treasury
Cash Series
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7/1/04
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Federated
Adjustable Rate Securities Fund
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7/1/04
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Federated
American Leaders Fund, Inc.
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Federated
Core Trust:
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9/1/05
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Federated
Inflation-Protected Securities Core Fund
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7/1/04
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Federated
Mortgage Core Portfolio
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7/1/04
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High
Yield Bond Portfolio
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Federated
Core Trust II, L.P.:
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7/1/04
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Emerging
Markets Fixed Income Core Fund
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3/1/05
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Market
Plus Core Fund
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Federated
Core Trust III:
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3/1/08
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Federated
Project and Trade Finance Core Fund
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Federated
Equity Funds:
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7/1/04
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Federated
Capital Appreciation Fund
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7/1/04
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Federated
InterContinental Fund
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3/1/08
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Federated
International Strategic Value Fund
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7/1/04
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Federated
Xxxxxxxx Fund
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9/17/07
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Federated
Xxxxxxxx Large Cap Fund
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7/1/04
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Federated
Xxxxxxxx Small Cap Fund
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7/1/04
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Federated
Market Opportunity Fund
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7/1/04
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Federated
Mid-Cap Growth Strategies Fund
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12/1/04
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Federated
Strategic Value Fund
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7/1/04
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Federated
Equity Income Fund, Inc.
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Federated
Fixed Income Securities, Inc.
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7/1/04
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Federated
Municipal Ultrashort Fund
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7/1/04
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Federated
Strategic Income Fund
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7/1/04
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Federated
GNMA Trust
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7/1/04
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Federated
Government Income Securities, Inc.
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7/1/04
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Federated
High Income Bond Fund, Inc.
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7/1/04
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Federated
High Yield Trust
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Federated
Income Securities Trust:
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7/1/04
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Federated
Capital Income Fund
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7/1/04
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Federated
Fund for U.S. Government Securities
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7/1/04
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Federated
Intermediate Corporate Bond Fund
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7/1/04
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Federated
Muni and Stock Advantage Fund
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12/1/05
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Federated
Real Return Bond Fund
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7/1/04
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Federated
Short-Term Income Fund
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7/1/04
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Federated
Income Trust
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Federated
Index Trust:
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7/1/04
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Federated
Max-Cap Index Fund
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7/1/04
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Federated
Mid-Cap Index Fund
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7/1/04
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Federated
Mini-Cap Index Fund
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Federated
Institutional Trust:
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7/1/04
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Federated
Government Ultrashort Duration Fund
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7/1/04
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Federated
Institutional High Yield Bond Fund
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6/1/05
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Federated
Intermediate Government/Corporate Fund
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Federated
Insurance Series:
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7/1/04
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Federated
Capital Appreciation Fund II
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7/1/04
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Federated
Capital Income Fund II
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7/1/04
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Federated
Clover
Value Fund II
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7/1/04
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Federated
Equity Income Fund II
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7/1/04
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Federated
Fund for U.S. Government Securities II
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7/1/04
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Federated
High Income Bond Fund II
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7/1/04
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Federated
International Equity Fund II
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7/1/04
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Federated
Xxxxxxxx Fund II
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12/1/05
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Federated
Market Opportunity Fund II
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7/1/04
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Federated
Mid-Cap Growth Strategies Fund II
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7/1/04
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Federated
Prime Money Fund II
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7/1/04
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Federated
Quality Bond Fund II
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7/1/04
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Federated
Intermediate Government Fund, Inc.
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Federated
International Series, Inc.:
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7/1/04
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Federated
International Bond Fund
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7/1/04
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Federated
International Equity Fund
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Federated
Investment Series Funds, Inc.
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7/1/04
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Federated
Bond Fund
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Federated
Managed Allocation Portfolios:
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9/1/05
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Federated
Balanced Allocation Fund
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Federated
Managed Pool Series:
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12/1/05
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Federated
Corporate Bond Strategy Portfolio
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12/1/05
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Federated
High-Yield Strategy Portfolio
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12/1/05
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Federated
International Bond Strategy Portfolio
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12/1/05
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Federated
Mortgage Strategy Portfolio
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Federated
MDT Series:
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7/31/06
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Federated
MDT All Cap Core Fund
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7/31/06
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Federated
MDT Balanced Fund
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7/31/06
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Federated
MDT Large Cap Growth Fund
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12/1/07
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Federated
MDT Large Cap Value Fund
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7/31/06
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Federated
MDT Mid Cap Growth Fund
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7/31/06
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Federated
MDT Small Cap Core Fund
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7/31/06
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Federated
MDT Small Cap Growth Fund
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7/31/06
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Federated
MDT Small Cap Value Fund
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7/31/06
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Federated
MDT Tax Aware/All Cap Core Fund
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7/1/04
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Federated
Municipal Securities Fund, Inc.
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Federated
Municipal Securities Income Trust:
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7/1/04
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Federated
California Municipal Income Fund
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7/1/04
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Federated
Michigan Intermediate Municipal Trust
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6/1/06
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Federated
Municipal High Yield Advantage Fund
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7/1/04
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Federated
New York Municipal Income Fund
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7/1/04
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Federated
North Carolina Municipal Income Fund
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7/1/04
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Federated
Ohio Municipal Income Fund
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7/1/04
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Federated
Pennsylvania Municipal Income Fund
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7/1/04
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Federated
Short-Intermediate Duration Municipal Trust
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6/1/08
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Federated
Stock and Bond Fund
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7/1/04
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Federated
Stock Trust
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7/1/04
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Federated
Total Return Government Bond Fund
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Federated
Total Return Series, Inc.:
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7/1/04
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Federated
Mortgage Fund
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7/1/04
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Federated
Total Return Bond Fund
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7/1/04
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Federated
Ultrashort Bond Fund
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7/1/04
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Federated
U.S. Government Bond Fund
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7/1/04
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Federated
U.S. Government Securities Fund: 1-3 Years
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7/1/04
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Federated
U.S. Government Securities Fund: 2-5 Years
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Federated
World Investment Series, Inc.:
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7/1/04
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Federated
International High Income Fund
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7/1/04
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Federated
International Small-Mid Company Fund
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7/1/04
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Federated
International Value Fund
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Intermediate
Municipal Trust:
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7/1/04
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Federated
Intermediate Municipal Trust
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Money
Market Obligations Trust:
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7/1/04
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Alabama
Municipal Cash Trust
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7/1/04
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Arizona
Municipal Cash Trust
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7/1/04
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Automated
Cash Management Trust
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7/1/04
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Automated
Government Cash Reserves
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7/1/04
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Automated
Government Money Trust
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7/1/04
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California
Municipal Cash Trust
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7/1/04
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Connecticut
Municipal Cash Trust
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12/1/04
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Federated
Capital Reserves Fund
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12/1/04
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Federated
Government Reserves Fund
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7/1/04
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Federated
Master Trust
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12/1/04
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Federated
Municipal Trust
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7/1/04
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Federated
Short-Term U.S. Government Trust
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7/1/04
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Florida
Municipal Cash Trust
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7/1/04
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Georgia
Municipal Cash Trust
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7/1/04
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Government
Obligations Fund
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7/1/04
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Government
Obligations Tax-Managed Fund
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7/1/04
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Liberty
U.S. Government Money Market Trust
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7/1/04
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Maryland
Municipal Cash Trust
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7/1/04
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Massachusetts
Municipal Cash Trust
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7/1/04
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Michigan
Municipal Cash Trust
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7/1/04
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Minnesota
Municipal Cash Trust
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7/1/04
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Money
Market Management
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7/1/04
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Municipal
Obligations Fund
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7/1/04
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New
Jersey Municipal Cash Trust
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7/1/04
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New
York Municipal Cash Trust
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7/1/04
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North
Carolina Municipal Cash Trust
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7/1/04
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Ohio
Municipal Cash Trust
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7/1/04
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Pennsylvania
Municipal Cash Trust
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7/1/04
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Prime
Cash Obligations Fund
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7/1/04
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Prime
Management Obligations Fund
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7/1/04
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Prime
Obligations Fund
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7/1/04
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Prime
Value Obligations Fund
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7/1/04
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Tax-Free
Instruments Trust
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Money
Market Obligations Trust: (cont’d)
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7/1/04
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Tax-Free
Obligations Fund
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7/1/04
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Treasury
Obligations Fund
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7/1/04
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Trust
for U.S. Treasury Obligations
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7/1/04
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U.S.
Treasury Cash Reserves
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7/1/04
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Virginia
Municipal Cash Trust
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State
Street Bank and Trust Company
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By
each of the Federated Funds set forth on Schedule A
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By:
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By:
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Name:
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Name: Xxxx
X. XxXxxxxxx
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Title:
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Title: Executive
Vice President
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Date:
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Date:
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SCHEDULE
3.2
OUT-OF-POCKET
EXPENSES
The Fund
shall be responsible for its portion (either based upon actual usage where such
usage can be definitively determined or on an equitably allocated basis where
all Funds enjoy the same benefits) of expenses incurred by the Transfer Agent
for the benefit of the Funds and/or the shareholders of the Funds, including but
not limited to the following: (a) All shareholder recordkeeping
system charges and expenses, including charges for the maintenance and/or
storage of shareholder records, trading information, programming charges and
other shareholder trading and lookup enhancements, including DST’s TA
2000 system, FANWeb, Vision, as in existence on
the date hereof, together with such changes as may be agreed to in writing by
the Fund from time to time during the Term, (b) all costs and expenses
for typesetting, printing, processing, coalating and mailing (including postage
and/or courier charges) of documents, legally required to be delivered to
shareholders, that the Transfer Agent is required to deliver hereunder or that
have been requested by shareholders, (c) costs and expenses related to the
provision of customer services to shareholders in the Trusts and/or financial
intermediaries, including but not limited to phone line charges, datacom
charges, facsimile line charges, (d) membership fees, per CUSIP fees, and costs
and expenses charged by the National Securities Clearing Corporation with
respect to trades placed and/or cleared through such systems, (e) per
transaction expenses incurred in connection with wires, ACH transactions,
checkwriting transactions and availability, debit card transactions and
availability, check processing, and escheatment, (f) costs and expenses
associated with printing, mailing, production and replacement of checkbooks for
shareholders electing checkwriting services, (g) costs and expenses incurred at
the specific direction of the Funds or required by a regulatory organization and
other out-of-pocket expenses deemed to be properly payable by the Fund
administrator’s treasury department, (h) professional services costs and
expenses associated with the performance of the annual SAS70 of the Transfer
Agent and such other audits, compliance checks and other professional services
required by the Funds to be performed with respect to the Transfer Agent, and
(i) costs of shareholder servicing enhancements, enhancements specific to
trading with a particular financial intermediary with the purpose of increasing
assets in or promoting efficiency in the trading with a given Fund, systems
automation costs and expenses that promote increases in shareholder servicing
and/or processing efficiency or that cause a net reduction in overall fund
expenses.
