AGREEMENT for ADMINISTRATIVE SERVICES
Exhibit
(h)(12) on Form N-1A
Exhibit
(10) Under Item 601/REG. S-K
for
ADMINISTRATIVE
SERVICES
This
AGREEMENT is made, severally and not jointly, as of November 1, 2003, by each of
the investment companies listed on Exhibit A hereto, each having its principal
office and place of business at 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx
00000-0000 (collectively, the “Investment Company”), and FEDERATED
ADMINISTRATIVE SERVICES, a Delaware statutory trust, having its principal office
and place of business at Federated Investors Tower, Pittsburgh, Pennsylvania
15222-3779 (the “Company”).
WHEREAS,
each investment company is registered as a management investment company under
the Investment Company Act of 1940, as amended (the “1940 Act”), with
authorized and issued shares of capital stock or beneficial interest
(“Shares”);
WHEREAS,
certain investment companies subject to this Agreement are “series companies” as
defined in Rule 18f-2 under the 1940 Act and, as used in this Agreement, the
term “Fund” refers to either (i) an individual portfolio of such a series
company or (ii) an investment company that is not organized as a
series company, and the terms “Funds” refers to all such portfolios and
investment companies, collectively; and
WHEREAS,
Shares of each Fund may be subdivided into classes (each a “Class”) as provided
in Rule 18f-3 under the 1940 Act;
WHEREAS,
the Investment Company wishes to appoint the Company as its administrator to
provide it with Administrative Services (as herein defined) and the Company
desires to accept such appointment;
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:
Article
1. Appointment.
The
Investment Company hereby appoints the Company as Administrator for the period
on the terms and conditions set forth in this Agreement. The Company hereby
accepts such appointment and agrees to furnish the services set forth in Article
2 of this Agreement in return for the compensation set forth in Article 5 of
this Agreement.
Article 2. The
Company’s Duties.
As
Administrator, and subject to the supervision and control of the Investment
Company’s Board of Trustees/Directors (the “Board”), the Company will provide
facilities, equipment, and personnel to carry out the following administrative
services for operation of the business and affairs of the Investment Company and
each of its Funds:
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A.
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prepare,
file, and maintain the Investment Company's governing documents and any
amendments thereto, including the charter documents, the by-laws and
minutes of meetings of the Board, Board Committees and
Shareholders;
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B.
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prepare
and file with the Securities and Exchange Commission (the “SEC”) and the
appropriate state securities authorities: (i) the registration
statements for the Investment Company and the Investment Company's Shares
and all amendments thereto, (ii) reports to the SEC and shareholders,
(iii) prospectuses, (iv) routine proxy statements; and (v) such
other documents all as may be necessary to enable the Investment Company
to continuously offer its shares;
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C.
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prepare
and administer contracts on behalf of the Investment Company with, among
others, the Investment Company's investment advisers, sub-advisers, fund
accountants, custodians, transfer agents and distributors, subject to any
terms and conditions established by the Board and the requirements of the
1940 Act;
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D.
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negotiate
and secure for the Investment Company and its directors and
officers: (i) a fidelity bond in an amount that is at
least adequate to satisfy the requirements of the 1940 Act, (ii) directors
and officer’s coverage and (iii) professional liability or errors and
omissions coverage, in each case, under terms that are acceptable to the
Board;
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E.
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prepare
and file the Investment Company's tax
returns;
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F.
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coordinate
the layout, printing and electronic delivery of publicly disseminated
prospectuses and shareholder reports, make recommendations to improve
their effectiveness or reduce
expenses;
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G.
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perform
internal audit examinations in accordance with a charter adopted by the
Investment Company;
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H.
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develop
and recommend changes in the investment strategy and operation of the
Investment Company, that may be in the interest of its
Shareholders;
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I.
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provide
individuals reasonably acceptable to the Board for nomination,
appointment, or election as the following officers of the Investment
Company, who will be responsible for the management of certain of the
Investment Company's affairs as specified in the Investment Company's
charter documents and by-laws, subject to direction by the Investment
Company’s Board: (i) the president and principal executive officer,
(ii) the treasurer and principal financial and accounting officer;
(iii) the secretary, and (iv) such other officers as are mutually
agreeable;
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J.
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subject
to the Board’s direction, coordinate meetings of the Board (and its
committees), including: (i) the creation of notices,
agendas, legal memoranda and administrative reports, and (ii) the review
and compilation of other materials prepared by the Investment Company’s
adviser, distributor, portfolio accountant, custodian, transfer agent,
auditor, independent counsel or other service providers to support the
Board’s discussions and actions
taken;
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K.
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evaluate
and obtain custody services from a financial institution that meets the
requirements of the 1940 Act;
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L.
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monitor
trading activity to help identify market timers and recommend policies to
deter market timing;
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M.
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review
and recommend changes to the transfer agent’s policies and procedures to
mitigate fraud, enhance Shareholder services or reduce
expenses;
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N.
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review
and recommend changes to policies and procedures designed to reduce Fund
expenses;
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O.
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monitor
changes in applicable regulations and make corresponding changes in, or
develop new, policies and procedures for the Fund or for the applicable
service provider;
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P.
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compare,
as applicable, the fund accountant’s calculation of the Investment
Company’s net asset value, yield, average maturity, dividends and total
assets with the fund accountant’s previous calculations and with changes
in the relevant securities market on a daily basis for reasonableness of
changes;
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Q.
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evaluate
and recommend the pricing services used by the Investment Company;
participate in the fair valuation of portfolio securities as required by
the Investment Company’s fair valuation procedures; review and recommend
changes to the Investment Company’s fair valuation
procedures;
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R.
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compare
the fund accountant’s calculations of the Investment Company’s
distribution pool balances with the fund accountant’s previous
calculations for reasonableness of
changes;
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S.
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perform
weekly comparison, as applicable, of the fund accountant’s amortized cost
monitor with the previous amortized cost monitor for reasonableness of
changes to the net asset value calculation; notify designated parties, as
necessary, of deviations in compliance with the Investment Company’s Rule
2a-7 procedures;
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T.
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perform
monthly comparison of the fund accountant’s performance calculations and
projected annual fund expenses with previous calculations and projections
for reasonableness of changes;
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U.
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review
fund expense reports prepared by the fund
accountant;
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V.
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compare
the fund accountant’s calculation of dividend and capital gains
recommendations with previous recommendations for reasonableness of
changes; consult with portfolio managers concerning fixed dividend
recommendations;
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W.
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review
the fund accountant’s calculation of shareholder tax reports at least
annually;
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X.
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monitor
the Investment Company’s status as a regulated investment company under
the Internal Revenue Code of 1986, as amended
(“IRC”);
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Y.
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prepare,
review and negotiate standard forms of indentures, guarantees, agreements,
certificates, confirmations and other documentation relating to the legal
terms of securities eligible for purchase by money market funds, provided
that the Company shall not have any obligation to: (i) provide any written
legal opinions regarding such securities or (ii) prepare, review or
negotiate any document for which a standard form has not been developed
and accepted for use by the investment company
industry;
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Z.
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provide
office space, telephone, office equipment and supplies for the Investment
Company; and
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AA.
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respond
to all inquiries or other communications from Shareholders and other
parties or, if the inquiry is more properly responded to by another of the
Investment Company’s service providers, referring the individual making
the inquiry to the appropriate
person.
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BB.
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See
Amd. #1, dated 7/1/04
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CC.
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See
Amd. #2, dated 9/1/04
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The
foregoing, along with any additional services that the Company shall agree in
writing to perform for the Investment Company shall hereinafter be referred to
as "Administrative Services."
Article
3. Records.
The
Company shall create and maintain all necessary books and records in accordance
with all applicable laws, rules and regulations, including but not limited to
records required by Section 31(a) of the 1940 Act, pertaining to the
Administrative Services performed by it and not otherwise created and maintained
by another party pursuant to contract with the Investment
Company. Where applicable, such records shall be maintained by the
Company for the periods and in the places required by Rule 31a-2 under the 1940
Act. The books and records pertaining to the Investment Company which
are in the possession of the Company shall be the property of the Investment
Company. The Investment Company, or the Investment Company's
authorized representatives, shall have access to such books and records at all
times during the Company's normal business hours. Upon the reasonable
request of the Investment Company, copies of any such books and records shall be
provided promptly by the Company to the Investment Company or the
Investment Company's authorized representatives.
Article
4. Expenses.
The
Company shall be responsible for expenses incurred in providing office space,
equipment, and personnel as may be necessary or convenient to provide the
Administrative Services to the Investment Company, including the compensation of
the Company employees who serve as trustees or directors or officers of the
Investment Company. Each Fund shall be solely responsible for all
other expenses incurred by the Company on its behalf, including without
limitation postage and courier expenses, printing expenses, travel expenses,
registration fees, filing fees, taxes, fees of outside counsel (other than
counsel sub-contracted with by the Company to perform services under this
Agreement) and independent auditors, or other professional services,
organizational expenses, insurance premiums, fees payable to persons who are not
the Company’s employees, trade association dues, and other expenses properly
payable by the Funds (“Out of Pocket Expenses”).
Article
5. Compensation.
In
addition to Out of Pocket Expenses, for the Administrative Services provided,
the Investment Company hereby agrees to pay and the Company hereby agrees to
accept as full compensation for its services rendered hereunder an
administrative fee at an annual rate per Fund, as specified below.
(a) Admin.
Fee
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(b) Average
Daily Net Assets of the Investment Company
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.150%
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on
the first $5 billion
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.125%
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on
the next $5 billion
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.100%
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on
the next $10 billion
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.075%
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on
assets over $20 billion
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(Average
daily net asset break points are on a complex-wide basis)
However,
in no event shall the above administrative fee received during any year of the
Agreement be less than, or be paid at a rate less than would aggregate $150,000
per Fund and $40,000 per Class. The foregoing minimum fee may increase annually
upon each July 1 anniversary of this Agreement over the minimum fee during the
prior 12 months, as calculated under this Agreement, in an amount equal to the
increase in Pittsburgh Consumer Price Index (not to exceed 6%
annually) as last reported by the U.S. Bureau of Labor Statistics for the twelve
months immediately preceding such anniversary.
The
compensation and Out of Pocket Expenses attributable to each Fund shall be
accrued by such Fund and 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
paid by each Fund.
Article
6. Standard of Care and Indemnification.
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A.
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The
Company shall not be liable for any error of judgment or mistake of law or
for any loss suffered by the 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 duties
under this Agreement. Any person, even though also an officer,
director, trustee, partner, employee or agent of the Company, who may be
or become an officer, director, trustee, partner, employee or agent of the
Investment Company, shall be deemed, when rendering services to the
Investment Company or acting on any business of the Investment Company
(other than services or business in connection with the duties of the
Company hereunder) to be rendering such services to or acting solely for
the Investment Company and not as an officer, director, trustee, partner,
employee or agent or one under the control or direction of the Company,
even though paid by the Company.
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B.
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The
Company shall be kept indemnified by the Investment Company and be without
liability for any action taken or thing done by it in performing the
Administrative Services in accordance with the above
standards.
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C.
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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 arising out of or attributable
to:
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(1)
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The
acts or omissions of any custodian, adviser, sub-adviser, fund accountant,
distributor, transfer agent or other party contracted by or approved by
the Investment Company or Fund.
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(2)
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The
reliance on or use by the Company or its agents or subcontractors of
information, records and documents in proper form
which:
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(a)
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are
received by the Company or its agents or subcontractors from any adviser,
sub-adviser, fund accountant, distributor, transfer agent or other third
party contracted by or approved by the Investment Company or Fund for use
in the performance of services under this Agreement;
or
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(b)
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have
been prepared and/or maintained by the Investment Company or its
affiliates or any other person or firm on behalf of the Investment
Company.
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(3)
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The
reliance on, or the carrying out by the Company or its agents or
subcontractors of a Proper Instruction of the Investment Company or the
Fund.
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“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.
(4)
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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.
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(5)
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Any
untrue statement or alleged untrue statement of a material fact contained
in the Investment Company’s registration statement, any prospectus or
statement of additional information (“SAI”) (as from time to time amended
or supplemented) or the omission or alleged omission therefrom of a
material fact required to be stated therein or necessary to make the
statements therein not misleading, unless such statement or omission was
made in reliance upon and in conformity with written information furnished
to the Investment Company about the Company by or on behalf of the Company
expressly for the use in the registration statement, any prospectus or
SAI, or any amendment or supplement
thereof.
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Provided,
however, that the Company shall not be protected by this Article 6.C. from
liability for any act or omission resulting from the Company's willful
misfeasance, bad faith, gross negligence in the performance of or reckless
disregard of its duties under this Agreement.
D.
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At
any time the Company may apply to any officer of the Investment Company or
Fund for instructions, and may consult with legal counsel or the
Investment Company’s independent accountants 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 or
independent accountant provided such action is not in violation of
applicable federal or state laws or
regulations.
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E.
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The
Investment Company or Fund shall not be responsible for and the Company
shall indemnify and hold the Investment Company or Fund harmless against
any and all losses, damages, costs, charges, counsel fees, payments,
expenses and liabilities arising out of or attributable to the Company’s
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or reckless disregard by it of its duties under
this Agreement.
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F.
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In
order that the indemnification provisions contained in this Article 6
shall apply, upon the assertion of a claim for which any party may be
required to indemnify another, the party seeking indemnification (the
“Claimant”), shall promptly notify the indemnifying party (the
“Indemnifier”) of such assertion. It is further understood that
each party will use all reasonable care to identify and notify the
Indemnifier promptly concerning any situation that presents or appears
likely to present the probability of such a claim for indemnification
against the Indemnifier, provided that the failure to give notice as
required by this paragraph 6.F. in a timely fashion shall not result in a
waiver of any right to indemnification hereunder unless the Indemnifier is
prejudiced thereby and then only to the extent of such
prejudice. The Claimant shall permit the Indemnifier to assume
the defense of any such claim or any litigation resulting from it,
provided that Indemnifier’s counsel that is conducting the defense of such
claim or litigation shall be approved by the Claimant (which approval
shall not be unreasonably withheld), and that the Claimant may participate
in such defense at its expense.
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The
Indemnifier, in the defense of any such claim or litigation, shall not, without
the consent of the Claimant, consent to entry of any judgment or enter into any
settlement that does not include as an unconditional term the giving by the
alleging party or plaintiff to the Claimant of a release from all liability in
respect to such claim or litigation.
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Article
7. Sub-contractors and
Assignment.
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A.
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This
Agreement shall inure to the benefit of and be binding upon the parties
and their respective permitted successors and
assigns.
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B.
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The
Company may without further consent on the part of the Investment Company
subcontract for the performance of Administrative Services with a
sub-contractor selected by the Company. 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.
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C.
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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 7.B. above, provided,
however, that the Company shall in no way be responsible to the Investment
Company for the acts and omissions of the agent; provided however, the
Company shall remain responsible to the Investment Company for the acts
and omissions of ClearSky arising from ClearSky’s performance of its
duties under any sub-contract that it has entered into with the Company
prior to the date of this Agreement. See Amd.
#3, dated 6/1/05
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D.
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The
Company may, without further consent on the part of the Investment
Company, assign its rights and obligations under this Agreement to any
entity ultimately controlled by Federated Investors,
Inc.
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E. Except
as provided in Paragraph 7.D., the Company may not assign its rights and
obligations under this Agreement, whether directly or by operation of law,
without the prior written consent of the Investment Company, which consent may
not be unreasonably withheld.
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Article
8. Representations and
Warranties.
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The
Company represents and warrants to the Investment Company that:
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(1)
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It
is a statutory trust duly organized and existing and in good standing
under the laws of the state of
Delaware;
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(2)
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It
is duly qualified to carry on its business in each jurisdiction where the
nature of its business requires such qualification, and in the state of
Delaware;
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(3)
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It
is empowered under applicable laws and by its Declaration of Trust and
by-laws to enter into and perform this Agreement;
and
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(4)
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All
requisite corporate proceedings have been taken to authorize it to enter
into and perform its obligations under this
Agreement.
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Article
9. Term and Termination of
Agreement.
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This
Agreement shall be effective from the date set forth above and shall continue
for a period of four years. Thereafter, the Agreement will continue for
consecutive three-year terms. The Agreement can be terminated upon eighteen
months notice to be effective as of the end of any term. In the
event, however, of willful misfeasance, bad faith, gross negligence or reckless
disregard of its duties by the Company, the Investment Company has the right to
terminate the Agreement upon 60 days written notice, if the Company has not
cured such willful misfeasance, bad faith, gross negligence or reckless
disregard of its duties within 60 days from the receipt of such
notice. Investment Companies that merge or dissolve during the
Term, shall, upon payment of all outstanding fees and Out of Pocket Expenses,
cease to be a party on the effective date of such merger or
dissolution.
Articles
6 and 19, 20 and 21 shall survive the termination of this
Agreement.
Article
10. Amendment.
This
Agreement may be amended or modified by a written agreement executed by both
parties.
Article
11. 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
any charter document.
Article
12. Governing Law.
This
Agreement shall be construed and the provisions hereof interpreted under and in
accordance with the laws of the Commonwealth of Pennsylvania.
Article
13. Notices.
Except as
otherwise specifically provided herein, notices and other writings delivered or
mailed postage prepaid to the Investment Company at 0000 Xxxxxxxxx Xxxxx,
Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000, 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
14. Counterparts.
This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original.
Article
15. 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
16. Successor Administrator.
If a
successor Administrator for the Investment Company shall be appointed by the
Investment Company, the Company shall upon termination of this Agreement deliver
to such successor Administrator at the office of the Company all properties of
the Investment Company held by it hereunder. If no such successor Administrator
shall be appointed, the Company shall at its office upon receipt of Proper
Instructions deliver such properties in accordance with such
instructions.
Each Fund
will bear all out-of-pocket expenses arising from the transition of
Administrative Services to a successor Administrator, including without
limitation the expenses of moving or transmitting materials to the successor
Administrator.
Article 17. Force
Majeure.
If either
party is unable to carry out any of its obligations under this Agreement because
of conditions beyond its reasonable control, including, but not limited to, acts
of war or terrorism, work stoppages, fire, civil disobedience, delays associated
with hardware malfunction or availability, riots, rebellions, storms, electrical
failures, acts of God, and similar occurrences (“Force Majeure”), this Agreement
will remain in effect and the non-performing party’s obligations shall be
suspended without liability for a period equal to the period of the continuing
Force Majeure (which such period shall not exceed fifteen (15) business days),
provided that:
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(1)
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the
non-performing party gives the other party prompt notice describing the
Force Majeure, including the nature of the occurrence and its expected
duration and, where reasonably practicable, continues to furnish regular
reports with respect thereto during the period of Force
Majeure;
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(2)
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the
suspension of obligations is of no greater scope and of no longer duration
than is required by the Force
Majeure;
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(3)
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no
obligations of either party that accrued before the Force Majeure are
excused as a result of the Force Majeure;
and
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(4)
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the
non-performing Party uses reasonable efforts to remedy its inability to
perform as quickly as possible.
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Article
18. Severability.
In the
event any provision of this Agreement is held illegal, void or unenforceable,
the balance shall remain in effect.
Article
19. Limitations of Liability of the Board and Shareholders of
the Investment Company.
The
execution and delivery of this Agreement have been authorized by the Board of
the Investment Company and signed by an authorized officer of the Investment
Company, acting as such, and neither such authorization by the Board 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 member of the Board
or Shareholders of the Investment Company, but bind only the property of the
Fund, or Class, as provided in the Declaration of Trust.
Article
20. Limitations of Liability of Trustees and Shareholders of
the Company.
The
execution and delivery of this Agreement have been authorized by the Trustees of
the Company and signed by an authorized officer of the Company, 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 the
Company, but bind only the property of the Company, as provided in the Company’s
Declaration of Trust.
Article
21. Privacy Policy.
A. The
parties acknowledge that:
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(1)
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The
SEC, has adopted Regulation S-P at 17 CFR Part 248 to protect the privacy
of individuals who obtain a financial product or service for personal,
family or household use;
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(2)
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Regulation
S-P permits financial institutions, such as the Investment Company, to
disclose “nonpublic personal information” (“NPI”) of its “customers” and
“consumers” (as those terms are therein defined in Regulation S-P) to
affiliated and nonaffiliated third parties of the Investment Company,
without giving such customers and consumers the ability to opt out of such
disclosure, for the limited purposes of processing and servicing
transactions (17 CFR § 248.14) (“Section 248.14 NPI”); for specified law
enforcement and miscellaneous purposes (17 CFR § 248.15) (“Section 248.15
NPI”) ; and to service providers or in connection with joint marketing
arrangements (17 CFR § 248.13) (“Section 248.13 NPI”);
and
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(3)
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Regulation
S-P provides that the right of a customer and consumer to opt out of
having his or her NPI disclosed pursuant to 17 CFR § 248.7 and 17 CFR §
248.10 does not apply when the NPI is disclosed to service providers or in
connection with joint marketing arrangements, provided the Investment
Company and third party enter into a contractual agreement that prohibits
the third party from disclosing or using the information other than to
carry out the purposes for which the Investment Company disclosed the
information (17 CFR § 248.13).
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B.
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Therefore,
the parties agree as follows:
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(1)
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The
Investment Company may disclose shareholder NPI to the Company as agent of
the Investment Company and solely in furtherance of fulfilling the
Company’s contractual obligations under this Agreement in the ordinary
course of business to support the Investment Company and its
shareholders;
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(2)
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The
Company hereby agrees to be bound to use and redisclose such NPI only for
the limited purpose of fulfilling its duties and obligations under this
Agreement, for law enforcement and miscellaneous purposes as permitted in
17 CFR §§ 248.15, or in connection with joint marketing arrangements that
the Investment Company may establish with the Investment Company in
accordance with the limited exception set forth in 17 CFR §
248.13;
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(3)
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The
Company further represents and warrants that, in accordance with 17 CFR §
248.30, it has implemented, and will continue to carry out for the term of
this Agreement, policies and procedures reasonably designed
to:
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(a)
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insure
the security and confidentiality of records and NPI of Investment Company
customers;
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(b)
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protect
against any anticipated threats or hazards to the security or integrity of
Investment Company customer records and NPI;
and
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(c)
|
protect
against unauthorized access to or use of such Investment Company customer
records or NPI that could result in substantial harm or inconvenience to
any Investment Company customer;
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(4)
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The
Company may redisclose Section 248.13 NPI only to: (a) the Investment
Company and affiliated persons of the Investment Company (“Investment
Company Affiliates”); (b) affiliated persons of the Company (“Company
Affiliates”) (which in turn may disclose or use the information only to
the extent permitted under the original receipt); (c) a third party not
affiliated with the Company or Investment Company (“Nonaffiliated Third
Party”) under the service and processing (§248.14) or miscellaneous
(§248.15) exceptions, but only in the ordinary course of business to carry
out the activity covered by the exception under which the Company received
the information in the first instance; and (d) a Nonaffiliated Third Party
under the service provider and joint marketing exception (§248.13),
provided the Company enters into a written contract with the Nonaffiliated
Third Party that prohibits the Nonaffiliated Third Party from disclosing
or using the information other than to carry out the purposes for which
the Investment Company disclosed the information in the first instance;
and
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(5)
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The
Company may redisclose Section 248.14 NPI and Section 248.15 NPI to: (a)
the Investment Company and Investment Company Affiliates; (b) Company
Affiliates (which in turn may disclose the information to the same extent
permitted under the original receipt); and (c) a Nonaffiliated Third Party
to whom the Investment Company might lawfully have disclosed NPI
directly.
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Article
22. Further Assurance. Each party agrees to promptly sign all
documents and take any additional actions reasonably requested by the other to
accomplish the purposes of this Agreement.
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.
INVESTMENT
COMPANIES
(listed
on Exhibit A hereto)
By: /s/ Xxxx X.
XxXxxxxxx
Name: Xxxx
X. XxXxxxxxx
Title: Executive
Vice President
FEDERATED
ADMINISTRATIVE SERVICES
By: /s/ Xxxxxx X.
Xxxxxx
Name: Xxxxxx
X. Xxxxxx
Title: President
Amendment
Number 1 to
Agreement
for Administrative Services
between
Federated
Administrative Services
and
the
Investment Company
This Amendment Number 1 (the
“Amendment”) to the Agreement for Administrative Services (“Agreement”) between each of
the investment companies listed on Exhibit A thereto (collectively, the
“Investment Company”) and Federated Administrative Services (“Company”) is made
and entered into as of the 1st day of
July,
2004. Terms used as defined terms herein, which are not otherwise
defined herein, shall have the meanings ascribed thereto in the
Agreement.
WHEREAS, the Investment Company has
entered into the Agreement with the Company; and
WHEREAS,
Investment Company and Company wish to amend the Agreement on the terms and
conditions set forth herein.
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:
|
1 Amendments to the
Agreement. The Agreement is hereby amended by adding the
following additional sub-Section BB to the end of the provisions of
Section 2 thereof:
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(BB) perform
the following services, either itself or through its affiliate, Federated
Services company; (i) select and perform due diligence regarding proposed new
owners of omnibus accounts as proposed recordkeeping agents for the Investment
Company, (ii) enter into agreements as agent for the Investment Company, or any
of them, substantially in the form of Attachment 1 hereto, with the registered
owners of omnibus accounts for the provision of services necessary for the
recordkeeping or sub-accounting of share positions held in underlying
sub-accounts (“Recordkeeping Agreements”), together with such changes thereto as
may be agreed to by Company so long as such changes do not (a) increase the fees
payable by the Investment Company under the Recordkeeping Agreements, (b) alter
the indemnity obligations of the Investment Company owing to or from the
Investment Company thereunder or (c) otherwise materially alter the obligations
of the Investment Company under the Recordkeeping Agreements, (iii) agree, on
behalf of the Investment Company, to make payments for services rendered under
Recordkeeping Agreements out of the assets of the Investment Company in amounts
not to exceed the amounts determined from time to time by the Board of the
Investment Company, and (iv) give instructions to the transfer agent of the
Investment Company (the “Transfer Agent”), for and on behalf of the Investment
Company as “Proper Instructions” of the Investment Company under and pursuant to
the agreement for transfer agency services with the Transfer Agent, to perform
the services of Company and/or the Investment Company under each such
Recordkeeping Agreement, excepting only the indemnity obligations owning from
the Investment Company or Company thereunder.
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2.
|
No Other
Amendments. Except as expressly amended hereby, the
Agreement shall continue in full force and effect in accordance with its
terms.
|
IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be executed in their names and on their behalf by
and through their duly authorized officers, as of the day and year first above
written.
INVESTMENT
COMPANIES
(listed
on Exhibit A hereto)
By: /s/ J.
Xxxxxxxxxxx Xxxxxxx
Name: J.
Xxxxxxxxxx Xxxxxxx
Title: President
FEDERATED
ADMINISTRATIVE SERVICES
By: /s/ Xxxxxx X.
Xxxxxxx
Name: Xxxxxx
X. Xxxxxxx
Title: Treasurer
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Amendment
Number 2 to
|
Agreement
for Administrative Services
between
Federated
Administrative Services
and
the
Investment Company
This Amendment Number 2 (the
“Amendment”) to the Agreement for Administrative Services (“Agreement”) between each of
the investment companies listed on Exhibit A thereto (collectively, the
“Investment Company”) and Federated Administrative Services (“Company”) is made
and entered into as of the 20th day of August, 2004. Terms used as
defined terms herein, which are not otherwise defined herein, shall have the
meanings ascribed thereto in the Agreement.
WHEREAS, the Investment Company has
entered into the Agreement with the Company; and
WHEREAS,
Investment Company and Company wish to amend the Agreement on the terms and
conditions set forth herein.
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:
1. Amendments to the
Agreement. The Agreement is hereby amended by adding the
following additional sub-Section CC to the end of the provisions of Section 2
thereof:
(CC) perform
the following “blue sky” services, either itself or through one or more
affiliated or unaffiliated service providers: (1) provide a system to
monitor the total number of Shares of the Investment Company (and/or Class) sold
in each State, (2) monitor the total number of Shares of such Investment Company
(and/or Class) sold in each State and, where appropriate, increase the number of
Shares registered in such State, (3) with respect to shareholders of the
Investment Company whose shareholdings are fully-disclosed on the transfer
agent’s recordkeeping system, (a) identify those transactions and assets to be
treated as exempt from blue sky reporting for each State and (ii) verify the
classification of transactions for each State on the transfer agent’s
recordkeeping system, and (4) with respect to shareholders of the Investment
Company whose shareholdings are not fully-disclosed on the transfer agent’s
recordkeeping system, rely upon information provided by the relevant financial
intermediary transacting for such holder of Shares in performing the obligations
set forth in subsection (CC)(2) above.
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2.
|
No Other
Amendments. Except as expressly amended hereby, the
Agreement shall continue in full force and effect in accordance with its
terms.
|
IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be executed in their names and on their behalf by
and through their duly authorized officers, as of the day and year first above
written.
INVESTMENT
COMPANIES
(listed
on Exhibit A hereto)
By: /s/ Xxxx X.
XxXxxxxxx
Name: Xxxx
X. XxXxxxxxx
Title: Executive
Vice President
FEDERATED
ADMINISTRATIVE SERVICES
By: /s/ Xxxxxxxx X.
Xxxxxxx, III
Name: Xxxxxxxx
X. Xxxxxxx, III
Title: President
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Amendment
Number 3 to
|
Agreement
for Administrative Services
between
Federated
Administrative Services
and
the
Investment Company
This Amendment Number 3 (the
“Amendment”) to the Agreement for Administrative Services (“Agreement”) between each of
the investment companies listed on Exhibit A thereto (collectively, the
“Investment Company”) and Federated Administrative Services (“Company”) is made
and entered into as of the 1st day of June, 2005. Terms used as
defined terms herein, which are not otherwise defined herein, shall have the
meanings ascribed thereto in the Agreement.
WHEREAS, the Investment Company has
entered into the Agreement with the Company; and
WHEREAS, Investment Company and Company
wish to amend the Agreement on the terms and conditions set forth
herein.
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:
1. Amendment to the
Agreement. The Agreement is hereby amended by deleting Article
7, subparagraph (C) and inserting in its place the following:
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C.
|
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 7.B. above, provided
however, that the Company shall in no way be responsible to the Investment
Company for the acts and omissions of the
agent.
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|
2.
|
No Other
Amendments. Except as expressly amended hereby, the
Agreement shall continue in full force and effect in accordance with its
terms.
|
IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be executed in their names and on their behalf by
and through their duly authorized officers, as of the day and year first above
written.
INVESTMENT
COMPANIES
(listed
on Exhibit A to the Agreement)
By: /s/ Xxxx X.
XxXxxxxxx
Name: Xxxx
X. XxXxxxxxx
Title: Executive
Vice President
FEDERATED
ADMINISTRATIVE SERVICES
By: /s/ Xxxxxxxx X.
Xxxxxxx, III
Name: Xxxxxxxx
X. Xxxxxxx, III
Title: President
|
Amendment
Number 4 to
|
Agreement
for Administrative Services
between
Federated
Administrative Services
and
the
Investment Company
This Amendment Number 4 (the
“Amendment”) to the Agreement for Administrative Services, dated November 1,
2003 (“Agreement”)
between Federated Core Trust (the “Investment Company”) on behalf of its
portfolios Federated Mortgage Core Portfolio and High Yield Bond Portfolio (the
“Funds”) and Federated Administrative Services (“Company”) is made and entered
into as of the 1st day of September, 2006. Terms used as defined
terms herein, which are not otherwise defined herein, shall have the meanings
ascribed thereto in the Agreement.
WHEREAS, the Investment Company has
entered into the Agreement with the Company; and
WHEREAS, Investment Company and Company
wish to amend the Agreement on the terms and conditions set forth
herein.
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:
1. Amendment to the
Agreement. The Agreement is hereby amended by deleting Article
5 in its entirety and replacing it with the following:
Article
5. Compensation.
The Company shall not charge a
fee for its services to the Funds rendered hereunder.
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2.
|
The
Amendments set forth herein shall become effective as to each Fund as of
the date of initial investment by a portfolio of Federated Managed Pool
Series in such Fund.
|
|
3.
|
No Other
Amendments. Except as expressly amended hereby, the
Agreement shall continue in full force and effect in accordance with its
terms.
|
IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be executed in their names and on their behalf by
and through their duly authorized officers, as of the day and year first above
written.
FEDERATED
CORE TRUST, on behalf of its
portfolios,
Federated Mortgage Core Portfolio
and
High Yield Bond Portfolio
By: /s/ Xxxx X.
Xxxxxx
Name: Xxxx
X. Xxxxxx
Title: President
FEDERATED
ADMINISTRATIVE SERVICES
By: Xxxxxxxx X.
Xxxxxxx, III
Name: Xxxxxxxx
X. Xxxxxxx, III
Title: President
Agreement
for Administrative Services
EXHIBIT
1
This
contract is for federated funds only.
(revised
as of 06/01/08)
CONTRACT
DATE INVESTMENT
COMPANY
11/1/03 Cash
Trust Series II
11/1/03 Treasury
Cash Series II