Exhibit 9(c)
SUB-ADMINISTRATION AGREEMENT
AGREEMENT, made as of this 1st day of October, 1996, by and
between XXXXXXXXXX & CO. INC., a New York corporation ("Xxxxxxxxxx") and
FEDERATED ADMINISTRATIVE SERVICES, a Delaware business trust ("FAS").
WHEREAS, Xxxxxxxxxx serves as Administrator and Distributor to
various entities registered as open-end management investment companies under
the Investment Company Act of 1940, as amended (the "Act"); and
WHEREAS, Xxxxxxxxxx desires to retain FAS to assist in
rendering administrative services to such investment companies and/or such
separate and distinct portfolio or portfolios as may from time to time be
created and designated thereby, each of which is listed in Schedule A hereto
(each a "Fund" and, collectively, the "Funds"), and FAS is willing to render
such services on the terms hereinafter set forth;
NOW, THEREFORE, this Agreement
WITNESSETH:
In consideration of the promises and mutual covenants herein
contained, it is agreed between the parties hereto as follows:
1. Appointment. Xxxxxxxxxx hereby appoints FAS to act as its
Sub-Administrator in respect of the Funds for the period and on the terms set
forth in this Agreement. FAS accepts such appointment and agrees to render the
services herein set forth for the compensation herein provided.
2. Duties as Sub-Administrator. FAS shall, on a continuous
basis, furnish Xxxxxxxxxx with such administrative services with respect to the
Funds as set forth on Schedule B to this Agreement, or such additional services
as agreed to from time to time, in writing, by Xxxxxxxxxx and FAS. It is
understood by the parties: (a) that counsel to the Funds (currently, Xxxxx
Xxxxxx, P.C.) provides legal and corporate secretarial services to the Funds;
and (b) that the responsibilities of FAS are limited solely to the services
specifically listed on Schedule B hereto.
3. Allocation of Expenses. Except as herein otherwise
provided, FAS shall bear all expenses in connection with the performance of its
services under this Agreement.
FAS shall not be required to pay, and Xxxxxxxxxx and/or each
respective Fund, as applicable, shall assume and pay, any of the following
expenses incurred by the Funds, or in connection
with the administration of the Funds: shareholder servicing expenses; costs of
preparing, printing and mailing stock certificates, prospectuses, sales
literature, proxies, reports and notices; interest on borrowed money; taxes and
fees payable to Federal, state and other governmental agencies; fees of Trustees
of the Funds; outside auditing and legal expenses; postage and courier expenses;
travel expenses; insurance premiums; trade association dues; or other expenses
not specified in this Article 3 which may be properly payable by a Fund and/or
Xxxxxxxxxx, as applicable.
4. Compensation of FAS.
(a) For the services to be rendered and the payments to be
made by FAS, as provided in Articles 2 and 3 hereof, FAS shall
receive from Xxxxxxxxxx an annual fee, payable monthly,
computed as specified in Schedule A hereto. It is expressly
understood and agreed that such fee shall be paid solely by
Xxxxxxxxxx and, except as expressly provided in Article 3
hereof, no Fund shall incur any liability or obligation by
reason of this Agreement.
(b) Fee Accrual and Payment. Remuneration under this Agreement
shall begin to accrue on the date hereof. The fee for the
previous calendar month shall be paid in a timely manner,
provided that in the event this Agreement is terminated as of
a date other than the last day of a calendar month, the fee
shall be computed pursuant to paragraph (c) of this Article 4
and paid on the effective date of such termination.
(c) Proration. If this Agreement commences on any date other
than the first day of a calendar month, the fee payable with
respect to such initial fractional calendar month shall be
prorated according to the proportion that such period bears to
the full calendar monthly period.
5. Limitation of Liability.
(a) FAS shall not be liable for any error of judgment or
mistake of law or for any loss suffered by Xxxxxxxxxx, a Fund,
or a Fund's Trustees in connection with the performance of its
obligations and duties under this Agreement, except a loss
resulting from willful misfeasance, bad faith or gross
negligence in the performance of such obligations and duties,
or by reason of a reckless disregard thereof.
(b) FAS, and the companies controlling, controlled by, and
under common control with FAS, shall be kept indemnified and
held harmless by Xxxxxxxxxx and be without liability for any
action taken or thing done by
them: (i) in reliance on any information concerning the
Funds furnished by Xxxxxxxxxx or its agent(s); and (ii)
in performing the sub-administrative services in
accordance with the above standards.
6. Duration and Termination. The initial term of this
Agreement shall commence on the date hereof, and extend for a period of three
years. Thereafter, this Agreement shall be automatically renewed each year for
an additional term of one year, unless notice of termination has been delivered
by either party to the other no less than six months before the beginning of any
such additional term. Notwithstanding the foregoing, this Agreement may be
terminated by FAS upon sixty days' written notice to Xxxxxxxxxx.
7. Representations and Warranties. Xxxxxxxxxx and FAS each
hereby represents and warrants to the other that it has all requisite authority
to enter into, execute, deliver, and perform its obligations under this
Agreement and that, with respect to it, this Agreement is legal, valid, and
binding and enforceable in accordance with its terms.
8. Non-Exclusivity. The services of FAS to Xxxxxxxxxx and/or
the Funds hereunder are not to be deemed exclusive and FAS shall be free to
render similar or other services to others.
9. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania,
without regard to conflicts of law principles thereof.
10. Notices. Any notice required to be given pursuant to this
Agreement shall be deemed duly given if delivered or mailed by registered mail,
postage prepaid, to Xxxxxxxxxx & Co. Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: Xxxxxx Xxxxxxxxx (if such notice is given by FAS), or to
Federated Administrative Services, Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779, Attention: Xxxxxx X. Xxxxxxx.
11. Amendments. This Agreement or any of the schedules
attached hereto may be amended upon written agreement between the parties. Any
such amendments shall be signed by both Xxxxxxxxxx and FAS.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers thereunto duly authorized as of the
day and year first above written.
ATTEST: XXXXXXXXXX & CO. INC.
/s/ Xxxxxx Xxxxxx /s/ Xxxxxx X. Xxxxxxxxx
----------------------------- -----------------------------
By: Xxxxxx X. Xxxxxxxxx
Title: Chairman and CEO
ATTEST: FEDERATED ADMINISTRATIVE
SERVICES
/s/ C. Xxxx Xxxxxx /s/ Xxxxxx X. Xxxxxxx
----------------------------- -----------------------------
By: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
Schedule A to Sub-Administration Agreement
List of Funds/Fee Schedule
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Fund Fee
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The Xxxxxxxxxx Funds MAX. ADMIN. AVERAGE DAILY
Xxxxxx Capital Appreciation FEE NET ASSETS OF
Fund THE FUND
.15% on the first $250 million
.125% on the next $250 million
.100 on the next $250 million
.075 on assets in excess of
$750 million
MINIMUM FEE (PER FUND)=$75,000
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Schedule B to Sub-Administration Agreement
List of Administrative Services
FINANCIAL REPORTING AND ADMINISTRATION
Review transfer agent's monthly reports for compliance with fund asset
diversification requirements and Subchapter M.
Coordinate Annual and Semi-Annual Reports: (a) Gather financial
information for the Fund audit and prepare schedules and summary sheet
for audit; (b) draft (and review) financial statements excluding
portfolio holdings list prepared by Xxxxxxxxxx; and (c) put the
portfolio holdings list into a financial statement format and reconcile
to the adjusted trial balance.
Provide quarterly schedules on capital share activity and
average net assets for the quarter to Xxxxxxxxxx.
Prepare annual fund budget (i.e., fund expense projections) and
periodically review fund expenses.
Calculate investment advisory fee and arrange for payment
with Fund's custodian/transfer agent.
Coordinate with auditors calculation of required dividends
and distributions to shareholders.
Calculate sub-administration fee and arrange for payment
with Fund's custodian/transfer agent.
Coordinate payment of dividends and distributions with
transfer agent.
Monitor the Fund for wash sales: Monitor quarterly reports
from transfer agent.
LEGAL ADMINISTRATION
Review corporate calendar prepared by fund counsel.
Circulate Fund contracts for execution, including investment
advisory contract, sub-administration contract, transfer agency
contract, and custodian contract, and respective exhibits thereto.
Review drafts of agendas and minutes for Board of Trustees
meetings.
Maintain minute books.
Review SEC filing calendar with counsel.
Review N-1A filings with counsel and auditors.
Review 24f-2 and 24e-2 filings.
Review and transmit Form N-SAR to SEC via XXXXX.
Review proxy statements.
Review of Annual and Semi-Annual Reports of the Fund.
Assist in negotiation of contracts with suppliers including
printers.
