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Exhibit 9(iii)
SHAREHOLDER SERVICES AGREEMENT
AGREEMENT made as of the 1st day of March, 1997, by and between DG
Investor Series (the "Fund"), a Massachusetts business trust, having its
principal office and place of business at Federated Xxxxxxxxx Xxxxx, Xxxxxxxxxx,
XX 00000-0000, with respect to certain classes of shares of portfolios of the
Fund (individually, a "class" and collectively, "classes") set forth in exhibits
hereto and Federated Administrative Services, a Delaware business trust, having
its principal office and place of business at Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779 ("FAS").
1. The Fund hereby appoints FAS to render or cause to be rendered
personal services to shareholders of the classes and/or the maintenance of
accounts of shareholders of the classes ("Services"). In addition to providing
Services directly to shareholders of the classes, FAS is hereby appointed the
Fund's agent to select, negotiate and subcontract for the performance of
Services. FAS hereby accepts such appointments. FAS agrees to provide or cause
to be provided Services which, in its best judgment (subject to supervision and
control of the Fund's Board of Trustees), are necessary or desirable for
shareholders of the classes. FAS further agrees to provide the Fund, upon
request, a written description of the Services which FAS is providing hereunder.
2. During the term of this Agreement, the Fund will pay FAS and FAS
agrees to accept as full compensation for its services rendered hereunder a fee
at an annual rate, calculated daily and payable monthly, up to 0.15% of 1% of
average net assets of each class.
For the payment period in which this Agreement becomes effective or
terminates with respect to any class, 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 class during the month. To enable the Fund to comply
with an applicable exemptive order, FAS 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 FAS.
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 the 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 Fund's Plan or in any related documents to the Plan
("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 the Fund or
by a vote of a majority of the outstanding voting securities of the
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. FAS agrees to obtain any taxpayer identification number
certification from each shareholder of the class to which it provides Services
that is required under Section 3406 of the Internal Revenue Code, and any
applicable Treasury regulations, and to provide the 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. FAS shall not be liable for any error of judgment or mistake of law
or for any loss suffered by any class 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. FAS
shall be entitled to rely on and may act upon advice of counsel (who may be
counsel for the 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 FAS, who may be
or become a member of the Fund's Board, officer, employee or agent of the Fund,
shall be deemed, when rendering services to the Fund or acting on any business
of the Fund (other than services or business in connection with the duties of
FAS hereunder) to be rendering such services to or acting solely for the Fund
and not as an officer, trustee, partner, employee or agent or one under the
control or direction of FAS even though paid by FAS.
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. FAS is expressly put on notice of the limitation of liability as set
forth in the Declaration of Trust of the Fund and agrees that the obligations
assumed by the Fund pursuant to this Agreement shall be limited in any case to
the Fund and its assets and that FAS shall not seek satisfaction of any such
obligations from the shareholders of the Fund, the Trustees, Officers, Employees
or Agents of the Fund, or any of them.
9. The execution and delivery of this Agreement have been authorized by
the Trustees of FAS and signed by an authorized officer of FAS, 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 FAS, but
bind only the trust property of FAS as provided in the Declaration of Trust of
FAS.
10. Notices of any kind to be given hereunder shall be in writing
(including facsimile communication) and shall be duly given if delivered to the
Fund at the following address: Federated Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX
00000-0000, Attention: President and if delivered to FAS 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 FAS in the case of assignment by any Fund, or of the Funds in
the case of assignment by FAS, 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 FAS 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.
DG Investor Series
By: /s/ Xxxxxxx X. Xxxxx, Xx.
Title: Vice President
Attest: /s/ C. Xxxxx Xxxxxxxx
Title: Assistant Secretary
Federated Administrative Services
By: /s/ Xxxxxx X. Xxxx
Title: Sr. Vice President
Attest: /s/ S. Xxxxxxx Xxxxx
Title: Assistant Secretary
EXHIBIT A
to the
Shareholder Services Agreement
DG Investor Series
DG Equity Fund
This Shareholder Services Agreement is adopted by DG Investor Series
with respect to the class(es) of the Trust set forth above.
In compensation for the services provided pursuant to this Shareholder
Services Agreement, Federated Administrative Services will be paid a monthly fee
computed at the annual rate of .15 of 1% of the average aggregate net asset
value of the DG Equity Fund held during the month.
Witness the due execution hereof this 1st day of March, 1997.
DG Investor Series
By: /s/ Xxxxxxx X. Xxxxx, Xx.
Title: Vice President
EXHIBIT B
to the
Shareholder Services Agreement
DG Investor Series
DG Government Income Fund
This Shareholder Services Agreement is adopted by DG Investor Series
with respect to the class(es) of the Trust set forth above.
In compensation for the services provided pursuant to this Shareholder
Services Agreement, Federated Administrative Services will be paid a monthly fee
computed at the annual rate of .15 of 1% of the average aggregate net asset
value of the DG Government Income Fund held during the month.
Witness the due execution hereof this 1st day of March, 1997.
DG Investor Series
By: /s/ Xxxxxxx X. Xxxxx, Xx.
Title: Vice President
EXHIBIT C
to the
Shareholder Services Agreement
DG Investor Series
DG Limited Term Govenment Income Fund
This Shareholder Services Agreement is adopted by DG Investor Series
with respect to the class(es) of the Trust set forth above.
In compensation for the services provided pursuant to this Shareholder
Services Agreement, Federated Administrative Services will be paid a monthly fee
computed at the annual rate of .15 of 1% of the average aggregate net asset
value of the DG Limited Term Government Income Fund held during the month.
Witness the due execution hereof this 1st day of March, 1997.
DG Investor Series
By: /s/ Xxxxxxx X. Xxxxx, Xx.
Title: Vice President
EXHIBIT D
to the
Shareholder Services Agreement
DG Investor Series
DG U.S. Government Money Market Fund
This Shareholder Services Agreement is adopted by DG Investor Series
with respect to the class(es) of the Trust set forth above.
In compensation for the services provided pursuant to this Shareholder
Services Agreement, Federated Administrative Services will be paid a monthly fee
computed at the annual rate of .15 of 1% of the average aggregate net asset
value of the DG U.S. Government Money Market Fund held during the month.
Witness the due execution hereof this 1st day of March, 1997.
DG Investor Series
By: /s/ Xxxxxxx X. Xxxxx, Xx.
Title: Vice President
EXHIBIT E
to the
Shareholder Services Agreement
DG Investor Series
DG Municipal Income Fund
This Shareholder Services Agreement is adopted by DG Investor Series
with respect to the class(es) of the Trust set forth above.
In compensation for the services provided pursuant to this Shareholder
Services Agreement, Federated Administrative Services will be paid a monthly fee
computed at the annual rate of .15 of 1% of the average aggregate net asset
value of the DG Municipal Income Fund held during the month.
Witness the due execution hereof this 1st day of March, 1997.
DG Investor Series
By: /s/ Xxxxxxx X. Xxxxx, Xx.
Title: Vice President
EXHIBIT F
to the
Shareholder Services Agreement
DG Investor Series
DG Prime Money Market Fund
This Shareholder Services Agreement is adopted by DG Investor Series
with respect to the class(es) of the Trust set forth above.
In compensation for the services provided pursuant to this Shareholder
Services Agreement, Federated Administrative Services will be paid a monthly fee
computed at the annual rate of .15 of 1% of the average aggregate net asset
value of the DG Prime Money Market Fund held during the month.
Witness the due execution hereof this 1st day of March, 1997.
DG Investor Series
By: /s/ Xxxxxxx X. Xxxxx, Xx.
Title: Vice President
EXHIBIT G
to the
Shareholder Services Agreement
DG Investor Series
DG International Equity Fund
This Shareholder Services Agreement is adopted by DG Investor Series
with respect to the class(es) of the Trust set forth above.
In compensation for the services provided pursuant to this Shareholder
Services Agreement, Federated Administrative Services will be paid a monthly fee
computed at the annual rate of .15 of 1% of the average aggregate net asset
value of the DG International Equity Fund held during the month.
Witness the due execution hereof this 1st day of March, 1997.
DG Investor Series
By: /s/ Xxxxxxx X. Xxxxx, Xx.
Title: Vice President
EXHIBIT H
to the
Shareholder Services Agreement
DG Investor Series
DG Mid Cap Fund
This Shareholder Services Agreement is adopted by DG Investor Series
with respect to the class(es) of the Trust set forth above.
In compensation for the services provided pursuant to this Shareholder
Services Agreement, Federated Administrative Services will be paid a monthly fee
computed at the annual rate of .15 of 1% of the average aggregate net asset
value of the DG Mid Cap Fund held during the month.
Witness the due execution hereof this 1st day of June, 1997.
DG Investor Series
By: /s/ Xxxxxx X. Xxxxxxxx
Title: President
