Exhibit 9(iv) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SHAREHOLDER SERVICES AGREEMENT
AGREEMENT made as of the 1st day of October, 1996, by and between those
portfolios listed on Exhibit 1, as 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
(individually referred to herein as a "Fund" and collectively as "Funds") and
Federated Shareholder Services Company, a Delaware business trust, having its
principal office and place of business at Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779 ("FSS"). 1. The Funds hereby appoint FSS to render or
cause to be rendered personal services to shareholders of the Funds and/or the
maintenance of accounts of shareholders of the Funds ("Services"). In addition
to providing Services directly to shareholders of the Funds, FSS is hereby
appointed the Funds' agent to select, negotiate and subcontract for the
performance of Services. FSS hereby accepts such appointments. FSS agrees to
provide or cause to be provided Services which, in its best judgment (subject to
supervision and control of the Funds' Board of Directors, as applicable), are
necessary or desirable for shareholders of the Funds. FSS further agrees to
provide the Funds, upon request, a written description of the Services which FSS
is providing hereunder. 2. During the term of this Agreement, each Fund will pay
FSS and FSS agrees to accept as full compensation for its services rendered
hereunder a fee at an annual rate, calculated daily and payable monthly, up to
0.25% of 1% of average net assets of each Fund. For the payment period in which
this Agreement becomes effective or terminates with respect to any Fund, there
shall be an appropriate proration of the monthly fee on the basis of the number
of days that this Agreement is in effect with respect to such Fund during the
month. To enable the Funds to comply with an applicable exemptive order, FSS
represents that the fees received pursuant to this Agreement will be disclosed
to and authorized by any person or entity receiving Services, and will not
result in an excessive fee to FSS. 3. 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 Fund, including a majority of the members of the
Board of the Fund who are not interested persons of the Fund and have no direct
or indirect financial interest in the operation of the Funds' Agreement or in
any related documents to the Agreement ("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) at any time, without the payment of any penalty, by the vote of a
majority of the Independent Board Members of any Fund 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
(c) by any party to the Agreement without cause by giving the other
party at least sixty (60) days' written notice of its intention to terminate.
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 Fund 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 Fund 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 Fund) 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 Fund's Board, officer, employee or agent of any Fund,
shall be deemed, when rendering services to such Fund or acting on any business
of such Fund (other than services or business in connection with the duties of
FSS hereunder) to be rendering such services to or acting solely for such Fund
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 and
agrees that the obligations assumed by each such Fund pursuant to this Agreement
shall be limited in any case to such Fund and its assets and that FSS shall not
seek satisfaction of any such obligations from the shareholders of such Fund,
the Directors, Officers, Employees or Agents of such Fund, 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
Fund and to such Fund 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 FSS in the case of assignment by any Fund, or of the Funds in the
case of assignment by FSS, except that any party may assign to a successor all
of or a substantial portion of its business to a party controlling, controlled
by, or under common control with such party. Nothing in this Section 14 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.
BATTERY PARK FUNDS, INC.
By: /s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx
Title: President
Attest: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Secretary
FEDERATED SHAREHOLDER SERVICES
By: /s/ Xxxxx X. Xxxxxx
Title: Vice President
Attest:/s/ Xxxxxx X. Xxxxx
Assistant Secretary
EXHIBIT 1
SHAREHOLDER SERVICES AGREEMENT
Battery Park High Yield Fund
Class A Shares
