Exhibit (h)(vii) under Form N-1A
Exhibit 10 under Item 601/ Reg. S-K
SHAREHOLDER SERVICES AGREEMENT
THIS AGREEMENT, is made as of the 24th day of October, 1997, by and
between those Investment Companies on behalf of the Portfolios (individually
referred to herein as a "Fund" and collectively as "Funds") and Classes of
Shares ("Classes") listed on Schedule A to Exhibit 1, as it may be amended from
time to time, having their principal office and place of business at Federated
Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000-0000 and who have approved this form of
Agreement and Federated Securities Corp.("FSC"), a Pennsylvania Corporation,
having its principal office and place of business at Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779 and Federated Shareholder Services, a
Delaware business trust, having its principal office and place of business at
Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779 ("FSS"). Each
of the Exhibits hereto is incorporated herein in its entirety and made a part
hereof. In the event of any inconsistency between the terms of this Agreement
and the terms of any applicable Exhibit, the terms of the applicable Exhibit
shall govern.
1. FSC as Principal Servicer ("Principal Servicer") hereby contracts with FSS
to render or cause to be rendered personal services to shareholders
and/or the maintenance of accounts of shareholders of each Class of the
Funds to which this Agreement is made applicable by an Exhibit hereto
("Services"). In addition to providing Services directly to shareholders
of the Funds, FSS is hereby appointed the Investment Companies' agent to
select, negotiate and subcontract for the performance of Services. FSS
hereby accepts such appointment. FSS agrees to provide or cause to be
provided Services which, in its best judgment (subject to supervision and
control of the Investment Companies' Boards of Trustees or Directors, as
applicable), are necessary or desirable for shareholders of the Funds.
FSS further agrees to provide the Investment Companies, upon request, a
written description of the Services which FSS is providing hereunder. The
Investment Companies, on behalf of the Funds and each Class subject
hereto consents to the appointment of FSS to act in its capacity as
described herein and agrees to look solely to FSS for performance of the
Services.
2. The term of the undertaking of FSS to render services hereunder in
respect of any Class of any Fund and the manner and amount of
compensation to be paid in respect thereof shall be specified in respect
of each Class of the Funds to which this Agreement is made applicable by
an Exhibit hereto. FSS agrees to look solely to the Principal Servicer
for its compensation hereunder.
3. This Agreement shall become effective in respect of any Class of Shares
of a Fund upon execution of an Exhibit relating to such Class of the
Fund. Once effective in respect of any Class of shares, this Agreement
shall continue in effect for one year from the date of its execution, and
thereafter for successive periods of one year only if the form of this
Agreement is approved at least annually by the Board of each Investment
Company, including a majority of the members of the Board of the
Investment Company who are not interested persons of the Investment
Company ("Independent Board Members") cast in person at a meeting called
for that purpose.
4. Notwithstanding paragraph 3, this Agreement may be terminated as follows:
(a) By any Investment Company as to any Fund at any time, without the
payment of any penalty, by the vote of a majority of the Independent
Board Members of any Investment Company or by a vote of a majority
of the outstanding voting securities of any Fund as defined in the
Investment Company Act of 1940 on sixty (60) days' written notice to
the parties to this Agreement;
(b) automatically in the event of the Agreement's assignment as defined
in the Investment Company Act of 1940; and
5. FSS agrees to obtain any taxpayer identification number certification
from each shareholder of the Funds to which it provides Services that is
required under Section 3406 of the Internal Revenue Code, and any
applicable Treasury regulations, and to provide each Investment Company
or its designee with timely written notice of any failure to obtain such
taxpayer identification number certification in order to enable the
implementation of any required backup withholding.
6. FSS shall not be liable for any error of judgment or mistake of law or
for any loss suffered by any Investment Company in connection with the
matters to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement. FSS shall be entitled to
rely on and may act upon advice of counsel (who may be counsel for such
Investment Company) on all matters, and shall be without liability for
any action reasonably taken or omitted pursuant to such advice. Any
person, even though also an officer, trustee, partner, employee or agent
of FSS, who may be or become a member of such Investment Company's Board,
officer, employee or agent of any Investment Company, shall be deemed,
when rendering services to such Investment Company or acting on any
business of such Investment Company (other than services or business in
connection with the duties of FSS hereunder) to be rendering such
services to or acting solely for such Investment Company and not as an
officer, trustee, partner, employee or agent or one under the control or
direction of FSS even though paid by FSS.
This Section 6 shall survive termination of this Agreement.
7. No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the
party against which an enforcement of the change, waiver, discharge or
termination is sought.
8. FSS is expressly put on notice of the limitation of liability as set
forth in the Declaration of Trust of each Investment Company that is a
Massachusetts business trust and agrees that the obligations assumed by
each such Investment Company pursuant to this Agreement shall be limited
in any case to such Investment Company and its assets and that FSS shall
not seek satisfaction of any such obligations from the shareholders of
such Investment Company, the Trustees, Officers, Employees or Agents of
such Investment Company, or any of them.
9. The execution and delivery of this Agreement have been authorized by the
Trustees of FSS and signed by an authorized officer of FSS, acting as
such, and neither such authorization by such Trustees 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 of the
Trustees or shareholders of FSS, but bind only the trust property of FSS
as provided in the Declaration of Trust of FSS.
10. Notices of any kind to be given hereunder shall be in writing (including
facsimile communication) and shall be duly given if delivered to any
Investment Company at the following address: Federated Xxxxxxxxx Xxxxx,
Xxxxxxxxxx, XX 00000-0000, Attention: President and if delivered to FSS
at Federated Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000-0000, Attention:
President.
11. This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject
hereof whether oral or written. If any provision of this Agreement shall
be held or made invalid by a court or regulatory agency decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. Subject to the provisions of Sections 3 and 4, hereof,
this Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and shall be governed
by Pennsylvania law; provided, however, that nothing herein shall be
construed in a manner inconsistent with the Investment Company Act of
1940 or any rule or regulation promulgated by the Securities and Exchange
Commission thereunder.
12. This Agreement may be executed by different parties on separate
counterparts, each of which, when so executed and delivered, shall be an
original, and all such counterparts shall together constitute one and the
same instrument.
13. This Agreement shall not be assigned by any party without the prior
written consent of the parties hereto. Nothing in this Section 13 shall
prevent FSS from delegating its responsibilities to another entity to the
extent provided herein.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
Investment Companies (listed on Schedule
A)
Attest: /s/ S. Xxxxxxx Xxxxx By: /s/ Xxxx X. XxXxxxxxx
Title: Assistant Secretary Title: Executive Vice President
Federated Shareholder Services
Attest:/s/ Xxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxx
Title: Assistant Secretary Title: Vice President
Federated Securities Corp.
Attest: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxx
Title: Assistant Secretary Title: Vice President
EXHIBIT 1
TO SHAREHOLDER SERVICES AGREEMENT
FOR CLASS B SHARES OF
THE INVESTMENT COMPANIES
1. The Shareholder Services Agreement for Shares of the Investment
Companies on behalf of the portfolios (individually referred to as a "Fund" and
collectively as "Funds") and the classes of shares ("Classes") listed on the
attached Schedule A dated October 24, 1997 among Federated Securities Corp.
("Principal Servicer"), Federated Shareholder Services ("Class Servicer") and
the Investment Companies is hereby made applicable on the terms set forth
herein to the Class B Shares of the above-referenced Funds. In the event of
any inconsistency between the terms of this Exhibit and the Shareholder
Services Agreement, the terms of this Exhibit shall govern.
2. In connection with the Services to be rendered to holders of Class
B Shares of each Fund, the Principal Servicer and Class Servicer agree that the
Principal Servicer shall retain and compensate the Class Servicer for its
Services in respect of the Class B Shares of the Fund on one of the following
alternative basis as the Principal Servicer shall elect:
ALTERNATIVE A3: The Principal Servicer shall pay the Class
Servicer a dollar amount as set forth on Schedule A per Class B
Commission Share (as defined in the Principal Shareholder
Servicer's Agreement) of the Fund. Class Servicer agrees that upon
receipt of such payment (which shall be deemed to be full and
adequate consideration for an irrevocable service commitment (the
"Irrevocable Service Commitment") of Class Servicer hereunder),
Class Servicer shall be unconditionally bound and obligated to
either: (1) provide the Services in respect of such Commission
Share and all other Shares derived therefrom via reinvestment of
dividends, free exchanges or otherwise for so long as the same is
outstanding or (2) in the event the Class Servicer for the Class B
Shares is terminated by the Investment Company, to arrange for a
replacement Class Servicer satisfactory to the Investment Company
to perform such services, at no additional cost to the Fund.
ALTERNATIVE B4: If Alternative A is not elected, the
Principal Servicer shall pay the Class Servicer twenty five basis
points (0.25%) per annum on the average daily net asset value of
each Class B Share of the Fund monthly in arrears. The Class
Servicer agrees that such payment is full and adequate
consideration for the Services to be rendered by it to the holder
of such Class B Share.
3. In the event pursuant to paragraph 2 above, Alternative A has been
elected and the Class Servicer is terminated as Class Servicer for the Class B
Shares of the Fund, the Class Servicer agrees to pay to any successor Class
Servicer for the Class B Shares of the Fund any portion of the excess, if any,
of (A) the Servicing Fees received by it hereunder in respect of Class B Shares
of the Fund plus interest thereon at the percent as set forth on Schedule A per
annum minus (B) the costs it incurred hereunder in respect of the Class B
Shares of the Fund prior to such termination.
IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be executed by their officers designated below as of the day and year first
above written.
Attest: FEDERATED SECURITIES CORP.
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxx
Title: Assistant Secretary Title: Vice President
Attest: FEDERATED SHAREHOLDER SERVICES
By:/s/ Xxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxx
Title: Assistant Secretary Title: Vice President
Attest: INVESTMENT COMPANIES
(listed on Schedule A)
By: /s/ S. Xxxxxxx Xxxxx By: /s/ Xxxx X. XxXxxxxxx
Title: Assistant Secretary Title: Executive Vice President
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3 [for Class B Shares where Financial Institution (i.e., Broker) is being paid
an extra 1.50 per share up front and no trailer) and Distribution Fees and
Servicing Fees are being sold by Principal Servicer]
4 [for Class B Shares where Financial Institution (i.e., Broker) is being paid
a trailer) and Distribution Fees but not the Servicing fees are being sold by
the Principal Servicer]
