Exhibit 9 under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
AGREEMENT
FOR
FUND ACCOUNTING SERVICES
AND
TRANSFER AGENCY SERVICES
AGREEMENT made as of May 1, 1997, by and between VISION GROUP OF
FUNDS, INC., having its principal office and place of business at
Federated Investors Tower, Pittsburgh, PA 15222-3779 (the "Investment
Company"), on behalf of its portfolios listed on Exhibit 1 as may be
amended from time to time (individually referred to herein as a "Fund"
and collectively as "Funds"), and FEDERATED SERVICES COMPANY, a
Pennsylvania corporation, having its principal office and place of
business at Federated Investors Tower, Pittsburgh, Pennsylvania
15222-3779 on behalf of itself and its subsidiaries (the "Company").
WHEREAS, the Investment Company is registered as an open-end
management investment company under the Investment Company Act of
1940, as amended (the "1940 Act"), with authorized and issued shares
of capital stock ("Shares");
WHEREAS, the Investment Company desires to retain the Company as
fund accountant to provide fund accounting services (as herein
defined) including certain pricing, accounting and recordkeeping
services for each of the Funds, including any classes of shares issued
by any Fund ("Classes") as indicated on Exhibit 1, and the Company
desires to accept such appointment;
WHEREAS, the Investment Company desires to appoint the Company as
its transfer agent and dividend disbursing agent to provide it with
transfer agency services (as herein defined) as indicated on Exhibit
1, and agent in connection with certain other activities, and the
Company desires to accept such appointment; and
NOW THEREFORE, in consideration of the premises and mutual
covenants herein contained, and intending to be legally bound hereby,
the parties hereto agree as follows:
SECTION ONE: FUND ACCOUNTING.
ARTICLE 1. APPOINTMENT.
The Investment Company hereby appoints the Company to provide
certain pricing and accounting services to the Funds, and/or the
Classes, for the period and on the terms set forth in this Agreement.
The Company accepts such appointment and agrees to furnish the
services herein set forth in return for the compensation as provided
in Article 3 of this Section.
ARTICLE 2. THE COMPANY'S DUTIES.
Subject to the supervision and control of the Investment
Company's Board of Directors ("Board"), the Company will assist the
Investment Company with regard to fund accounting for the Investment
Company, and/or the Funds, and/or the Classes, and in connection
therewith undertakes to perform the following specific services;
A. Value the assets of the Funds using: primarily, market
quotations, including the use of matrix pricing, supplied by the
independent pricing services selected by the Company in consultation
with the adviser, or sources selected by the adviser, and reviewed by
the board; secondarily, if a designated pricing service does not
provide a price for a security which the Company believes should be
available by market quotation, the Company may obtain a price by
calling brokers designated by the investment adviser of the fund
holding the security, or if the adviser does not supply the names of
such brokers, the Company will attempt on its own to find brokers to
price those securities; thirdly, for securities for which no market
price is available, the Pricing Committee of the Board will determine
a fair value in good faith. Consistent with Rule 2a-4 under the 1940
Act, estimates may be used where necessary or appropriate. The
Company's obligations with regard to the prices received from outside
pricing services and designated brokers or other outside sources, is
to exercise reasonable care in the supervision of the pricing agent.
The Company is not the guarantor of the securities prices received
from such agents and the Company is not liable to the Fund for errors
in valuing a Fund's assets or calculating the net asset value per
share of such Fund or Class when the calculations are based upon such
prices. All of the above sources of prices used as described are
deemed by the Company to be authorized sources of security prices. The
Company provides daily to the adviser the securities prices used in
calculating the net asset value of the fund, for its use in preparing
exception reports for those prices on which the adviser has comment.
Further, upon receipt of the exception reports generated by the
adviser, the Company diligently pursues communication regarding
exception reports with the designated pricing agents;
B. Determine the net asset value per share of each Fund and/or
Class, at the time and in the manner from time to time determined by
the Board and as set forth in the Prospectus and Statement of
Additional Information ("Prospectus") of each Fund;
C. Calculate the daily net income, if any, of each of the Funds,
as described in the Prospectus of each Fund;
D. Calculate realized capital gains or losses of each of the
Funds resulting from sale or disposition of assets, if any;
E. Prepare and maintain the general ledger and other accounts,
books and financial records of the Investment Company, including for
each Fund, and/or Class, as required under Section 31(a) of the 1940
Act and the Rules thereunder in connection with the services provided
by the Company;
F. Preserve for the periods prescribed by Rule 31a-2 under the
1940 Act the records to be maintained by Rule 31a-1 under the 1940 Act
in connection with the services provided by the Company. The Company
further agrees that all such records it maintains for the Investment
Company are the property of the Investment Company and further agrees
to surrender promptly to the Investment Company such records upon the
Investment Company's request;
G. At the request of the Investment Company, prepare various
reports or other financial documents in accordance with generally
accepted accounting principles as required by federal, state and other
applicable laws and regulations;
H. Make available to the Investment Company and its investment
adviser the proprietary management reporting and compliance software,
ViewPortS(TM); and
I. Such other similar services as may be reasonably requested by
the Investment Company.
The foregoing, along with any additional services that the
Company shall agree in writing to perform for the Investment Company
under this Section One, shall hereafter be referred to as "Fund
Accounting Services."
ARTICLE 3. COMPENSATION AND ALLOCATION OF EXPENSES.
A. The Funds will compensate the Company for Fund Accounting
Services in accordance with the fees agreed upon from time
to time between the parties hereto. Such fees do not
include out-of-pocket disbursements of the Company for
which the Funds shall reimburse the Company. Out-of-pocket
disbursements shall include, but shall not be limited to
the items agreed upon between the parties from time to
time.
B. The Fund and/or the Class, and not the Company, shall bear the
cost of: custodial expenses; membership dues in the Investment Company
Institute or any similar organization; transfer agency expenses;
investment advisory expenses; administrative fees and expenses; costs
of printing and mailing stock certificates, Prospectuses, reports and
notices; interest on money borrowed by a Fund; brokerage commissions;
taxes and fees payable to federal, state and other governmental
agencies; fees of Directors of the Investment Company; independent
auditors expenses; legal and audit department expenses billed to the
Company for work performed related to the Investment Company, the
Funds, or the Classes; law firm expenses; organizational expenses; or
other expenses not specified in this Article 3 which may be properly
payable by the Funds and/or Classes.
C. The compensation and out-of-pocket expenses attributable to
the Fund shall be accrued by the Fund and shall be paid to
the Company no less frequently than monthly, and shall be
paid daily upon request of the Company. The Company will
maintain and, upon request, provide to the Investment
Company detailed information about the compensation and
out-of-pocket expenses by Fund and Class.
D. Any schedule of compensation agreed to hereunder, as may be
adjusted from time to time, shall be dated and signed by a
duly authorized officer of the Investment Company and/or
the Funds and a duly authorized officer of the Company.
E. The fee for the period from the effective date of this
Agreement with respect to a Fund or a Class to the end of
the initial month shall be prorated according to the
proportion that such period bears to the full month period.
Upon any termination of this Agreement before the end of
any month, the fee for such period shall be prorated
according to the proportion which such period bears to the
full month period. For purposes of determining fees payable
to the Company, the value of the Fund's net assets shall be
computed at the time and in the manner specified in the
Fund's Prospectus.
F. The Company, in its sole discretion, may from time to time
subcontract to, employ or associate with itself such person or persons
as the Company may believe to be particularly suited to assist it in
performing Fund Accounting Services. Such person or persons may be
affiliates of the Company, third-party service providers, or they may
be officers and employees who are employed by both the Company and the
Investment Company; provided, however, that the Company shall be as
fully responsible to each Fund for the acts and omissions of any such
subcontractor as it is for its own acts and omissions. The
compensation of such person or persons shall be paid by the Company
and no obligation shall be incurred on behalf of the Investment
Company, the Funds, or the Classes in such respect.
SECTION TWO: TRANSFER AGENCY SERVICES.
ARTICLE 4. TERMS OF APPOINTMENT.
Subject to the terms and conditions set forth in this Agreement,
the Investment Company hereby appoints the Company to act as, and the
Company agrees to act as, transfer agent and dividend disbursing agent
for each Fund's Shares, and agent in connection with any accumulation,
open-account or similar plans provided to the shareholders of any Fund
("Shareholder(s)"), including without limitation any periodic
investment plan or periodic withdrawal program.
ARTICLE 5. DUTIES OF THE COMPANY.
The Company shall perform the following services in accordance
with Proper Instructions as may be provided from time to time by the
Investment Company as to any Fund:
A. Purchases
(1) The Company shall receive orders and payment for
the purchase of shares and promptly deliver
payment and appropriate documentation therefore to
the custodian of the relevant Fund, (the
"Custodian"). The Company shall notify the Fund
and the Custodian on a daily basis of the total
amount of orders and payments so delivered.
(2) Pursuant to purchase orders and in accordance with
the Fund's current Prospectus, the Company shall
compute and issue the appropriate number of Shares
of each Fund and/or Class and hold such Shares in
the appropriate Shareholder accounts.
(3) For certificated Funds and/or Classes, if a
Shareholder or its agent requests a certificate,
the Company, as Transfer Agent, shall countersign
and mail by first class mail, a certificate to the
Shareholder at its address as set forth on the
transfer books of the Funds, and/or Classes,
subject to any Proper Instructions regarding the
delivery of certificates.
(4) In the event that any check or other order for the
purchase of Shares of the Fund and/or Class is
returned unpaid for any reason, the Company shall
debit the Share account of the Shareholder by the
number of Shares that had been credited to its
account upon receipt of the check or other order,
promptly mail a debit advice to the Shareholder,
and notify the Fund and/or Class of its action. In
the event that the amount paid for such Shares
exceeds proceeds of the redemption of such Shares
plus the amount of any dividends paid with respect
to such Shares, the Fund and/the Class or its
distributor will reimburse the Company on the
amount of such excess.
B. Distribution
(1) Upon notification by the Funds of the declaration
of any distribution to Shareholders, the Company
shall act as Dividend Disbursing Agent for the
Funds in accordance with the provisions of its
governing document and the then-current Prospectus
of the Fund. The Company shall prepare and mail or
credit income, capital gain, or any other payments
to Shareholders. As the Dividend Disbursing Agent,
the Company shall, on or before the payment date
of any such distribution, notify the Custodian of
the estimated amount required to pay any portion
of said distribution which is payable in cash and
request the Custodian to make available sufficient
funds for the cash amount to be paid out. The
Company shall reconcile the amounts so requested
and the amounts actually received with the
Custodian on a daily basis. If a Shareholder is
entitled to receive additional Shares by virtue of
any such distribution or dividend, appropriate
credits shall be made to the Shareholder's
account, and for certificated Funds and/or
Classes, certificates delivered where requested;
and
(2) The Company shall maintain records of account for
each Fund and Class and advise the Investment
Company, each Fund and Class and its Shareholders
as to the foregoing.
C. Redemptions and Transfers
(1) The Company shall receive redemption requests and
redemption directions and, if such redemption
requests comply with the procedures as may be
described in the Fund Prospectus or set forth in
Proper Instructions, deliver the appropriate
instructions therefor to the Custodian. The
Company shall notify the Funds on a daily basis of
the total amount of redemption requests processed
and monies paid to the Company by the Custodian
for redemptions.
(2) At the appropriate time upon receiving redemption
proceeds from the Custodian with respect to any
redemption, the Company shall pay or cause to be
paid the redemption proceeds in the manner
instructed by the redeeming Shareholders, pursuant
to procedures described in the then-current
Prospectus of the Fund.
(3) If any certificate returned for redemption or
other request for redemption does not comply with
the procedures for redemption approved by the
Fund, the Company shall promptly notify the
Shareholder of such fact, together with the reason
therefor, and shall effect such redemption at the
price applicable to the date and time of receipt
of documents complying with said procedures.
(4) The Company shall effect transfers of Shares by the
registered owners thereof.
(5) The Company shall identify and process abandoned
accounts and uncashed checks for state escheat
requirements on an annual basis and report such
actions to the Fund.
D. Recordkeeping
(1) The Company shall record the issuance of Shares of
each Fund, and/or Class, and maintain pursuant to
applicable rules of the Securities and Exchange
Commission ("SEC") a record of the total number of
Shares of the Fund and/or Class which are
authorized, based upon data provided to it by the
Fund, and issued and outstanding. The Company
shall also provide the Fund on a regular basis or
upon reasonable request with the total number of
Shares which are authorized and issued and
outstanding, but shall have no obligation when
recording the issuance of Shares, except as
otherwise set forth herein, to monitor the
issuance of such Shares or to take cognizance of
any laws relating to the issue or sale of such
Shares, which functions shall be the sole
responsibility of the Funds.
(2) The Company shall establish and maintain records
pursuant to applicable rules of the SEC relating
to the services to be performed hereunder in the
form and manner as agreed to by the Investment
Company or the Fund to include a record for each
Shareholder's account of the following:
(a) Name, address and tax identification number
(and whether such number has been certified);
(b) Number of Shares held;
(c) Historical information regarding the account,
including dividends paid and date and price for
all transactions;
(d) Any stop or restraining order placed against the
account;
(e) Information with respect to withholding in the
case of a foreign account or an account for which
withholding is required by the Internal Revenue
Code;
(f) Any dividend reinvestment order, plan application,
dividend address and correspondence relating to
the current maintenance of the account;
(g) Certificate numbers and denominations for any
Shareholder holding certificates;
(h) Any information required in order for the Company
to perform the calculations contemplated or
required by this Agreement.
(3) The Company shall preserve any such records
required to be maintained pursuant to the rules of
the SEC for the periods prescribed in said rules
as specifically noted below. Such record retention
shall be at the expense of the Company, and such
records may be inspected by the Fund at reasonable
times. The Company may, at its option at any time,
and shall forthwith upon the Fund's demand, turn
over to the Fund and cease to retain in the
Company's files, records and documents created and
maintained by the Company pursuant to this
Agreement, which are no longer needed by the
Company in performance of its services or for its
protection. If not so turned over to the Fund,
such records and documents will be retained by the
Company for six years from the year of creation,
during the first two of which such documents will
be in readily accessible form. At the end of the
six year period, such records and documents will
either be turned over to the Fund or destroyed in
accordance with Proper Instructions.
E. Confirmations/Reports
(1) The Company shall furnish to the Fund periodically the
following information:
(a) A copy of the transaction register;
(b) Dividend and reinvestment blotters;
(c) The total number of Shares issued and
outstanding in each state for "blue sky"
purposes as determined according to
Proper Instructions delivered from time
to time by the Fund to the Company;
(d) Shareholder lists and statistical information;
(e) Payments to third parties relating to distribution
agreements, allocations of sales loads, redemption
fees, or other transaction- or sales-related
payments;
(f) Such other information as may be agreed upon from
time to time.
(2) The Company shall prepare in the appropriate form,
file with the Internal Revenue Service and
appropriate state agencies, and, if required, mail
to Shareholders, such notices for reporting
dividends and distributions paid as are required
to be so filed and mailed and shall withhold such
sums as are required to be withheld under
applicable federal and state income tax laws,
rules and regulations.
(3) In addition to and not in lieu of the services set forth
above, the Company shall:
(a) Perform all of the customary services of a transfer agent,
dividend disbursing agent and, as relevant, agent in connection with
accumulation, open-account or similar plans (including without
limitation any periodic investment plan or periodic withdrawal
program), including but not limited to: maintaining all Shareholder
accounts, mailing Shareholder reports and Prospectuses to current
Shareholders, withholding taxes on accounts subject to back-up or
other withholding (including non-resident alien accounts), preparing
and filing reports on U.S. Treasury Department Form 1099 and other
appropriate forms required with respect to dividends and distributions
by federal authorities for all Shareholders, preparing and mailing
confirmation forms and statements of account to Shareholders for all
purchases and redemptions of Shares and other confirmable transactions
in Shareholder accounts, preparing and mailing activity statements for
Shareholders, and providing Shareholder account information; and
(b) provide a system which will enable the Fund to monitor the
total number of Shares of each Fund (and/or Class) sold in each state
("blue sky reporting"). The Fund shall by Proper Instructions (i)
identify to the Company those transactions and assets to be treated as
exempt from the blue sky reporting for each state and (ii) verify the
classification of transactions for each state on the system prior to
activation and thereafter monitor the daily activity for each state.
The responsibility of the Company for each Fund's (and/or Class's)
state blue sky registration status is limited solely to the recording
of the initial classification of transactions or accounts with regard
to blue sky compliance and the reporting of such transactions and
accounts to the Fund as provided above.
F. Other Duties
(1) The Company shall answer correspondence from
Shareholders relating to their Share accounts and
such other correspondence as may from time to time
be addressed to the Company;
(2) The Company shall prepare Shareholder meeting
lists, mail proxy cards and other material
supplied to it by the Fund in connection with
Shareholder meetings of each Fund; receive,
examine and tabulate returned proxies, and certify
the vote of the Shareholders;
(3) The Company shall establish and maintain
facilities and procedures for safekeeping of stock
certificates, check forms and facsimile signature
imprinting devices, if any; and for the
preparation or use, and for keeping account of,
such certificates, forms and devices.
The foregoing, along with any additional services that the
Company shall agree in writing to perform for the Investment Company
under this Section Two, shall hereafter be referred to as "Transfer
Agency Services."
ARTICLE 6. DUTIES OF THE INVESTMENT COMPANY.
A. Compliance
The Investment Company or Fund assume full responsibility
for the preparation, contents and distribution of their own
and/or their classes' Prospectus and for complying with all
applicable requirements of the Securities Act of 1933, as
amended (the "1933 Act"), the 1940 Act and any laws, rules
and regulations of government authorities having
jurisdiction.
B. Share Certificates
The Investment Company shall supply the Company with a
sufficient supply of blank Share certificates and from time
to time shall renew such supply upon request of the
Company. Such blank Share certificates shall be properly
signed, manually or by facsimile, if authorized by the
Investment Company and shall bear the seal of the
Investment Company or facsimile thereof; and
notwithstanding the death, resignation or removal of any
officer of the Investment Company authorized to sign
certificates, the Company may continue to countersign
certificates which bear the manual or facsimile signature
of such officer until otherwise directed by the Investment
Company.
C. Distributions
The Fund shall promptly inform the Company of the
declaration of any dividend or distribution on account of
any Fund's shares.
ARTICLE 7. COMPENSATION AND EXPENSES.
A. Annual Fee
For performance by the Company pursuant to Section Two of
this Agreement, the Investment Company and/or the Fund
agree to pay the Company an annual maintenance fee for each
Shareholder account as agreed upon between the parties and
as may be added to or amended from time to time. Such fees
may be changed from time to time subject to written
agreement between the Investment Company and the Company.
Pursuant to information in the Fund Prospectus or other
information or instructions from the Fund, the Company may
sub-divide any Fund into Classes or other sub-components
for recordkeeping purposes. The Company will charge the
Fund the same fees for each such Class or sub-component the
same as if each were a Fund.
B. Reimbursements
In addition to the fee paid under Article 7A above, the
Investment Company and/or Fund agree to reimburse the
Company for out-of-pocket expenses or advances incurred by
the Company for the items agreed upon between the parties,
as may be added to or amended from time to time. In
addition, any other expenses incurred by the Company at the
request or with the consent of the Investment Company
and/or the Fund, will be reimbursed by the appropriate
Fund.
C. Payment
The compensation and out-of-pocket expenses shall be
accrued by the Fund and shall be paid to the Company no
less frequently than monthly, and shall be paid daily upon
request of the Company. The Company will maintain detailed
information about the compensation and out-of-pocket
expenses by Fund and Class.
D. Any schedule of compensation agreed to hereunder, as may be
adjusted from time to time, shall be dated and signed by a
duly authorized officer of the Investment Company and/or
the Funds and a duly authorized officer of the Company.
SECTION THREE: GENERAL PROVISIONS.
ARTICLE 8. PROPER INSTRUCTIONS.
As used throughout this Agreement, a "Proper Instruction" means a
writing signed or initialed by one or more person or persons as the
Board shall have from time to time authorized. Each such writing shall
set forth the specific transaction or type of transaction involved.
Oral instructions will be deemed to be Proper Instructions if (a) the
Company reasonably believes them to have been given by a person
previously authorized in Proper Instructions to give such instructions
with respect to the transaction involved, and (b) the Investment
Company, or the Fund, and the Company promptly cause such oral
instructions to be confirmed in writing. Proper Instructions may
include communications effected directly between electro-mechanical or
electronic devices provided that the Investment Company, or the Fund,
and the Company are satisfied that such procedures afford adequate
safeguards for the Fund's assets. Proper Instructions may only be
amended in writing.
ARTICLE 9. ASSIGNMENT.
Except as provided below, neither this Agreement nor any of the
rights or obligations under this Agreement may be assigned by either
party without the written consent of the other party.
A. This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and
assigns.
B. With regard to Transfer Agency Services, the Company may
without further consent on the part of the Investment Company
subcontract for the performance of Transfer Agency Services with
(1) its subsidiary, Federated Shareholder Service
Company, a Delaware business trust, which is duly
registered as a transfer agent pursuant to Section
17A(c)(1) of the Securities Exchange Act of 1934,
as amended, or any succeeding statute ("Section
17A(c)(1)"); or
(2) such other provider of services duly registered as
a transfer agent under Section 17A(c)(1) as
Company shall select.
The Company shall be as fully responsible to the Investment
Company for the acts and omissions of any subcontractor as
it is for its own acts and omissions.
C. With regard to Fund Accounting Services, the Company may
without further consent on the part of the Investment Company
subcontract for the performance of such services with Federated
Administrative Services, a wholly-owned subsidiary of the Company.
D. The Company shall upon instruction from the Investment Company
subcontract for the performance of services under this Agreement with
an Agent selected by the Investment Company, other than as described
in B. and C. above; provided, however, that the Company shall in no
way be responsible to the Investment Company for the acts and
omissions of the Agent.
ARTICLE 10. DOCUMENTS.
A. In connection with the appointment of the Company under this
Agreement, the Investment Company shall file with the Company the
following documents:
(1) A copy of the Charter and By-Laws of the Investment Company
and all amendments thereto;
(2) A copy of the resolution of the Board of the Investment
Company authorizing this Agreement;
(3) Specimens of all forms of outstanding Share certificates of
the Investment Company or the Funds in the forms approved by the Board
of the Investment Company with a certificate of the Secretary of the
Investment Company as to such approval;
(4) All account application forms and other documents relating to
Shareholders accounts;
and
(5) A copy of the current Prospectus for each Fund.
B. The Fund will also furnish from time to time the following
documents:
(1) Each resolution of the Board of the Investment Company
authorizing the original issuance of each Fund's, and/or Class's
Shares;
(2) Each Registration Statement filed with the SEC and amendments
thereof and orders relating thereto in effect with respect to the sale
of Shares of any Fund, and/or Class;
(3) A certified copy of each amendment to the governing document
and the By-Laws of the Investment Company;
(4) Certified copies of each vote of the Board authorizing
officers to give Proper Instructions to the Custodian and agents for
fund accountant, and shareholder recordkeeping or transfer agency
services;
(5) Specimens of all new Share certificates representing Shares
of any Fund, accompanied by Board resolutions approving such forms;
(6) Such other certificates, documents or opinions which the
Company may, in its discretion, deem necessary or appropriate in the
proper performance of its duties; and
(7) Revisions to the Prospectus of each Fund.
ARTICLE 11. REPRESENTATIONS AND WARRANTIES.
A. Representations and Warranties of the Company
The Company represents and warrants to the Fund that:
(1) it is a corporation duly organized and existing and in good
standing under the laws of the Commonwealth of Pennsylvania;
(2) It is duly qualified to carry on its business in each
jurisdiction where the nature of its business requires such
qualification, and in the Commonwealth of Pennsylvania;
(3) it is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement;
(4) all requisite corporate proceedings have been taken to
authorize it to enter into and perform its obligations under this
Agreement;
(5) it has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement;
(6) it is in compliance with federal securities law requirements
and in good standing as an administrator and fund accountant; and
B. Representations and Warranties of the Investment Company
The Investment Company represents and warrants to the Company
that:
(1) It is an investment company duly organized and existing and
in good standing under the laws of the State of Maryland;
(2) It is empowered under applicable laws and by its Charter and
By-Laws to enter into and perform its obligations under this
Agreement;
(3) All corporate proceedings required by said Charter and
By-Laws have been taken to authorize it to enter into and perform its
obligations under this Agreement;
(4) The Investment Company is an open-end investment company
registered under the 1940 Act; and
(5) A registration statement under the 1933 Act will be
effective, and appropriate state securities law filings have been made
and will continue to be made, with respect to all Shares of each Fund
being offered for sale.
ARTICLE 12. STANDARD OF CARE AND INDEMNIFICATION.
A. Standard of Care
With regard to Sections One and Two, the Company shall be
held to a standard of reasonable care in carrying out the
provisions of this Contract. The Company shall be entitled
to rely on and may act upon advice of counsel (who may be
counsel for the Investment Company) on all matters, and
shall be without liability for any action reasonably taken
or omitted pursuant to such advice, provided that such
action is not in violation of applicable federal or state
laws or regulations, and is in good faith and without
negligence.
B. Indemnification by Investment Company
The Company shall not be responsible for and the Investment
Company or Fund shall indemnify and hold the Company,
including its officers, directors, shareholders and their
agents, employees and affiliates, harmless against any and
all losses, damages, costs, charges, counsel fees,
payments, expenses and liabilities ("Losses") arising out
of or attributable to:
(1) The acts or omissions of any person or entity acting as
custodian, adviser, sub-adviser, transfer agent, administrator or
other party that the Investment Company or Fund has instructed the
Company to use and that is not an affiliate of the Company or a
subcontractor appointed by the Company under Article 3.F.
(2) The reliance on or use by the Company or its agents or
subcontractors of information, records and documents in proper form
which
(a) are received by the Company or its agents or subcontractors
and furnished by or on behalf of the Fund, its Shareholders or
investors, otherwise than by any person or entity that is an affiliate
of the Company, regarding the purchase, redemption or transfer of
Shares and Shareholder account information;
(b) are received by the Company from independent pricing services
or sources for use in valuing the assets of the Funds;
(c) are received by the Company or its agents or subcontractors
from agents of the Investment Company other than affiliates of the
Company, or from advisers, sub-advisers or other third parties that
the Investment Company or Fund has instructed the Company to use ,
other than affiliates of the Company, in the performance of services
under this Agreement; or
(d) have been prepared and/or maintained by the Fund or its
affiliates or any other person or firm on behalf of the Investment
Company, other than affiliates of the Company, or subcontractors
appointed by the Company under Article 3.F.
(3) The reliance on, or the carrying out by the Company or its
agents or subcontractors of, Proper Instructions of the Investment
Company or the Fund.
(4) The offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations or the securities
laws or regulations of any state that such Shares be registered in
such state or in violation of any stop order or other determination or
ruling by any federal agency or any state with respect to the offer or
sale of such Shares in such state.
Provided, however, that the Company shall not be protected
by this Article 12 from any Losses if and to the extent
such Losses result from any failure by the Company to
exercise reasonable care in carrying out any provision of
this Agreement or from any negligence, bad faith or willful
misfeasance on the part of the Company or any of its
affiliates, agents or employees, including any
subcontractor or third party service provider to the
Company OTHER than those subcontractors and/or third
parties that are not affiliates of the Company and that the
Investment Company, or its agents, or the Funds have
instructed the Company to use.
C. Reliance
At any time the Company may apply to any officer of the
Investment Company or Fund for instructions, and may
consult with legal counsel with respect to any matter
arising in connection with the services to be performed by
the Company under this Agreement, and the Company and its
agents or subcontractors shall not be liable and shall be
indemnified by the Investment Company or the appropriate
Fund for any action reasonably taken or omitted by it in
reliance upon such instructions or upon the opinion of such
counsel provided such action is not in violation of
applicable federal or state laws or regulations. The
Company, its agents and subcontractors shall be protected
and indemnified in recognizing stock certificates which are
reasonably believed to bear the proper manual or facsimile
signatures of the officers of the Investment Company or the
Fund, and the proper countersignature of any former
transfer agent or registrar, or of a co-transfer agent or
co-registrar.
D. Notification
In order that the indemnification provisions contained in
this Article 12 shall apply, upon the assertion of a claim
for which either party may be required to indemnify the
other, the party seeking indemnification shall promptly
notify the other party of such assertion, and shall keep
the other party advised with respect to all developments
concerning such claim. The party who may be required to
indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim.
The party seeking indemnification shall in no case confess
any claim or make any compromise in any case in which the
other party may be required to indemnify it except with the
other party's prior written consent.
ARTICLE 13. TERM AND TERMINATION OF AGREEMENT.
This Agreement may be terminated by either party upon one hundred
and twenty (120) days written notice. The termination date for all
original or after-added Investment companies which are, or become, a
party to this Agreement. shall be coterminous. Investment Companies
that merge or dissolve during the Term, shall cease to be a party on
the effective date of such merger or dissolution.
Should the Investment Company exercise its rights to terminate,
all out-of-pocket expenses associated with the movement of records and
materials will be borne by the Investment Company or the appropriate
Fund. Additionally, the Company reserves the right to charge for any
other reasonable expenses associated with such termination. The
provisions of Article 12 shall survive the termination of this
Agreement.
ARTICLE 14. AMENDMENT.
This Agreement may be amended or modified by a written agreement
executed by both parties.
ARTICLE 15. INTERPRETIVE AND ADDITIONAL PROVISIONS.
In connection with the operation of this Agreement, the Company
and the Investment Company may from time to time agree on such
provisions interpretive of or in addition to the provisions of this
Agreement as may in their joint opinion be consistent with the general
tenor of this Agreement. Any such interpretive or additional
provisions shall be in a writing signed by both parties and shall be
annexed hereto, PROVIDED that no such interpretive or additional
provisions shall contravene any applicable federal or state
regulations or any provision of the Charter. No interpretive or
additional provisions made as provided in the preceding sentence shall
be deemed to be an amendment of this Agreement.
ARTICLE 16. GOVERNING LAW.
This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the Commonwealth
of Massachusetts.
ARTICLE 17. NOTICES.
Except as otherwise specifically provided herein, Notices and
other writings delivered or mailed postage prepaid to the Investment
Company at Federated Investors Tower, Pittsburgh, Pennsylvania,
15222-3779, or to the Company at Federated Investors Tower,
Pittsburgh, Pennsylvania, 15222-3779, or to such other address as the
Investment Company or the Company may hereafter specify, shall be
deemed to have been properly delivered or given hereunder to the
respective address.
ARTICLE 18. COUNTERPARTS.
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original.
ARTICLE 19. MERGER OF AGREEMENT.
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.
ARTICLE 20. SUCCESSOR AGENT.
If a successor agent for the Investment Company shall be
appointed by the Investment Company, the Company shall upon
termination of this Agreement deliver to such successor agent at the
office of the Company all properties of the Investment Company held by
it hereunder. If no such successor agent shall be appointed, the
Company shall at its office upon receipt of Proper Instructions
deliver such properties in accordance with such instructions.
In the event that no written order designating a successor agent
or Proper Instructions shall have been delivered to the Company on or
before the date when such termination shall become effective, then the
Company shall have the right to deliver to a bank or trust company,
which is a "bank" as defined in the 1940 Act, of its own selection,
having an aggregate capital, surplus, and undivided profits, as shown
by its last published report, of not less than $2,000,000, all
properties held by the Company under this Agreement. Thereafter, such
bank or trust company shall be the successor of the Company under this
Agreement.
ARTICLE 21. FORCE MAJEURE.
The Company shall have no liability for cessation of services
hereunder or any damages resulting therefrom to the Fund as a result
of work stoppage, power or other mechanical failure beyond its
control, or any natural disaster, governmental action, communication
disruption or other impossibility of performance. The Company
represents that it has entered into one or more agreements making
provision for emergency use of electronic data processing equipment.
ARTICLE 22. ASSIGNMENT; SUCCESSORS.
This Agreement shall not be assigned by either party without the
prior written consent of the other party, except that either party may
assign all of or a substantial portion of its business to a successor,
or to a party controlling, controlled by, or under common control with
such party. Nothing in this Article 22 shall prevent the Company from
delegating its responsibilities to another entity to the extent
provided herein.
ARTICLE 23. SEVERABILITY.
In the event any provision of this Agreement is held illegal,
void or unenforceable, the balance shall remain in effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed in their names and on their behalf under their seals by
and through their duly authorized officers, as of the day and year
first above written.
VISION GROUP OF FUNDS, INC.,
on behalf of its portfolios
listed on Exhibit 1)
By: /S/ XXXXXXX X. XXXXX, XX.
Name: Xxxxxxx X. Xxxxx, Xx.
Title: Vice President
FEDERATED SERVICES COMPANY
By: /S/ XXXXXX X. XXXX
Name: Xxxxxx X. Xxxx
Title: Secretary
EXHIBIT 1
CONTRACT
DATE INVESTMENT COMPANY
Portfolios
Classes
5/1/97 VISION GROUP OF FUNDS, INC.
5/1/97 Vision Money Market Fund
5/1/97 Vision Treasury Money Market Fund
5/1/97 Vision New York Tax-Free Money Market Fund
5/1/97 Vision U.S. Government Securities Fund
5/1/97 Vision New York Tax-Free Fund
5/1/97 Vision Growth & Income Fund
5/1/97 Vision Capital Appreciation Fund
FEDERATED SERVICES COMPANY provides the following services:
Fund Accounting
Transfer Agency
SCHEDULE A
DOMESTIC FUNDS ONLY
FUND ACCOUNTING
FEE SCHEDULE
I. ANNUAL FEES FOR PORTFOLIO RECORD KEEPING/FUND ACCOUNTING SERVICES
Base Fee as of 5/1/97 $260,000
Addition to Base Fee for each new Fund added after 5/1/97 $30,000
Addition to Base Fee for each new Class of Shares added
after 5/1/97 $10,000
Additional Fee on Assets over $1 Billion 1.0 Basis Points
(Plus security pricing charges and other out-of-pocket expenses)
II. OUT-OF-POCKET EXPENSES
Other out-of-pocket expenses may include, but are not limited
to, the following: SAS70 audit reports, postage (including overnight
courier service), statement stock, envelopes, telephones,
telecommunication charges (including FAX), travel made at the client's
request, duplicating, forms, supplies, microfiche, computer access
charges for client specific interfaces, client specific system
enhancements, security pricing services, variable rate change
notification services, paydown factor notification services.
III. PAYMENT
Payment is due thirty days after the date of the invoice.
FEDERATED SERVICES COMPANY VISION GROUP OF FUNDS, INC.
By: /S/ XXXXXX X. XXXX By: /S/ XXXXXXX X. XXXXX, XX.
Name: Xxxxxx X. Xxxx Name: Xxxxxxx X. Xxxxx, Xx.
Title: Secretary Title: Vice President
SCHEDULE B
FEES AND EXPENSES
TRANSFER AGENCY
I. ANNUAL MAINTENANCE CHARGE
The annual maintenance charge includes the processing of all
transactions and correspondence. The fee is billable on a monthly
basis at the rate of 1/12 of the annual fee. A charge is made for an
account in the month that an account opens or closes.
BASIC ANNUAL PER ACCOUNT FEES
THE INDIVIDUAL PER ACCOUNT CHARGES WILL BE BILLED AS FOLLOWS:
- Daily Accrual $16.65
- Declared Dividend $8.75
MINIMUM CHARGES
- The monthly maintenance charge for each fund will be the actual account
fees or $2000, whichever is greater.
II. OUT-OF-POCKET EXPENSES
Out-of-pocket expenses include but are not limited to postage
(including overnight courier service), statement stock, envelopes,
telecommunication charges (including Fax), travel, duplicating, forms,
supplies, microfiche, computer access charges, client specific
enhancements, disaster recovery, closed account fees, processing fees
(including check encoding), and expenses incurred at the specific
direction of the fund. Postage for mass mailings is due seven days in
advance of the mailing date.
III. PAYMENT
Payment is due thirty days after the date of the invoice.
FEDERATED SERVICES COMPANY VISION GROUP OF FUNDS, INC.
By: /S/ XXXXXX X. XXXX By: /S/ XXXXXXX X. XXXXX, XX.
Name: Xxxxxx X. Xxxx Name: Xxxxxxx X. Xxxxx, Xx.
Title: Secretary Title: Vice President
