Shareholder Services Agreement
Page 1
Exhibit (e)(xxiii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SHAREHOLDER SERVICES AGREEMENT
This Agreement is made between the Financial Institution executing this
Agreement ("Provider") and Federated Services Company, ("FSCo") on behalf of
certain classes of shares ("Classes") of the investment companies listed in
Exhibit A hereto (the "Funds"), for whom FSCo administers Shareholder
Services Plans ("Plans") and who have approved this form of Agreement. In
consideration of the mutual covenants, hereinafter contained, it is hereby
agreed by and between the parties hereto as follows:
1. FSCo hereby appoints Provider to render or cause to be rendered
personal services to shareholders of the Fund and/or the maintenance of
accounts of shareholders of the Funds ("Services"). Provider agrees to
provide Services which, in its best judgment, are necessary or desirable for
its customers who are investors in the Funds. Provider further agrees to
provide FSCo, upon request, a written description of the Services which
Provider is providing hereunder.
2. The Services to be provided under Paragraph 1 may include, but
are not limited to, the following:
(a) communicating account openings through facsimile
transmission from a machine located on the Provider's
premises (by "fax") or through a pouch sent by overnight
air courier by Provider (by "pouch") or otherwise;
(b) communicating account closings by fax or pouch or otherwise;
(c) communicating purchase transactions by fax or pouch or
otherwise;
(d) communicating redemption transactions by fax or pouch or
otherwise;
(e) electronically transferring and receiving funds for Fund
share purchases and redemptions;
(f) reviewing the activity in Fund accounts with respect to
which Provider has communicated instructions (but not
reviewing all activity in Fund accounts);
(g) providing training and supervision of its personnel; and
(h) responding to customers' and potential customers' questions
about the Funds.
The Services listed above are illustrative. The Provider is not required to
perform each service and may at any time perform either more or fewer
Services than described above.
3. During the term of this Agreement, the Funds will pay the
Provider fees (if any) as set forth in a written schedule delivered to the
Provider pursuant to this Agreement. The fee schedule for Provider may be
changed by FSCo and Provider pursuant to Paragraph 10 of this Agreement. For
the payment period in which this Agreement becomes effective or terminates,
there shall be an appropriate proration of the fee on the basis of the number
of days that this Agreement is in effect during the quarter.
4. The Provider agrees not to solicit or cause to be solicited
directly, or indirectly at any time in the future, any proxies from the
shareholders of a Fund in opposition to proxies solicited by management of
the Fund, unless a court of competent jurisdiction shall have determined that
the conduct of a majority of the Board of Trustees of the Fund constitutes
willful misfeasance, bad faith, gross negligence or reckless disregard of
their duties. This paragraph 4 will survive the term of this Agreement.
5. This Agreement shall continue in effect with respect to each
Class presently set forth on an exhibit and any subsequent Classes added
pursuant to an exhibit.
6. Notwithstanding paragraph 5, this Agreement may be terminated as
follows:
(a) at any time, without the payment of any penalty, by the vote of a
majority of the Board Members of a Fund or by a vote of a
majority of the outstanding voting securities of the Fund as
defined in the Investment Company Act of 1940 on not more than
sixty (60) days' written notice to parties to this Agreement; and
(b) at any time, without the payment of any penalty, by either party
to the Agreement without cause by giving the other party at least
sixty (60) days' written notice of its intention to terminate.
7. Provider agrees to obtain taxpayer identification numbers from
its customers as required by the Internal Revenue Code and applicable
Treasury regulations, and to provide the Fund or its designee with such
information. The Fund or its designee will review customer documentation
submitted by Provider and will notify Provider if such information has not
been provided, and, if the Internal Revenue Service determines taxpayer
identification information furnished by Provider is inaccurate, will notify
Provider of such determination. In such a case, Provider will either obtain
the missing or correct information or advise the Fund or its designee to
implement required backup withholding in accordance with procedures under the
Internal Revenue Code and applicable Treasury regulations.
8. Provider and FSCo acknowledge and agree that Provider may perform
the Services through its own dedicated employees or cause the Services to be
performed through employees who are dual employees of Provider and one of of
Provider's wholly-owned subsidiaries.
9. This Agreement supersedes any prior service agreements between
the parties for the Funds.
10. This Agreement may not be amended or modified except by a writing
executed by each of the parties.
11. The execution and delivery of this Agreement have been authorized
by the Trustees of FSCo and signed by an authorized officer of FSCo, 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 FSCo, but bind only the trust property of FSCo as provided in
the Declaration of Trust of FSCo.
12. The Provider acknowledges and agrees that FSCo has entered into
this Agreement solely in the capacity of agent for the Funds and
administrator of the Plans. The Provider agrees not to claim that FSCo is
liable as principal for any responsibilities or amounts due by the Funds
hereunder. FSCo acknowledges and agrees, however, that it is responsible for
its activities hereunder as agent for the Funds and administrator of the
Plans.
13. This Agreement shall be construed in accordance with the Laws of
the Commonwealth of Pennsylvania.
MANUFACTURERS AND TRADERS TRUST
COMPANY
Xxx X&X Xxxxx
Xxxxxxx, Xxx Xxxx 00000
Dated: November 8, 2000 By:
------------------------------ --
/s/ Xxxxxxx X. Xxxxxxxx
Authorized Signature
Title: Vice President
Xxxxxxx X. Xxxxxxxx
------------------------------------
Print Name of Authorized Signature
FEDERATED SERVICES COMPANY
Federated Investors Tower
Xxxxxxxxxx, XX 00000-0000
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
EXHIBIT A
to Shareholder Services Agreement with
respect to the Vision Group of Funds (the "Funds")
dated November 8, 2000
Funds covered by this Agreement:
Class A Shares:
Vision Intermediate Term Bond Fund
Vision International Equity Fund
Vision Large Cap Core Fund
Vision Large Cap Growth Fund
Vision Large Cap Value
Vision Managed Allocation Fund - Conservative Growth
Vision Managed Allocation Fund - Aggressive Growth
Vision Managed Allocation Fund - Moderate Growth
Vision Mid Cap Stock Fund
Vision Money Market Fund
Vision New York Municipal Income Fund
Vision New York Tax-Free Money Market Fund
Vision Pennsylvania Municipal Income Fund
Vision Small Cap Stock Fund
Vision Treasury Money Market Fund
Vision U.S. Government Securities Fund
Class B Shares:
Vision International Equity Fund
Vision Large Cap Core Fund
Vision Large Cap Growth Fund
Vision Large Cap Value Fund
Vision Mid Cap Stock Fund
Vision Small Cap Stock Fund
Class S Shares:
Vision Money Market Fund
Vision Treasury Money Market Fund
Shareholder Service Fees
1. During the term of this Agreement, the Provider is entitled to a fee,
payable quarterly. This fee will be computed at the annual rate of .25% of
the average net asset value of shares of the Funds held during the quarter in
accounts for which the Provider provides Services under this Agreement, so
long as the average net asset value of Shares in the Funds during the quarter
equals or exceeds such minimum amount as the Funds shall from time to time
determine and communicate in writing to the Provider. This fee may be waived
by Provider from time to time at its own discretion.
2. For the quarterly period in which the Shareholder Services Agreement
becomes effective or terminates, there shall be an appropriate proration of
any fee payable on the basis of the number of days that the Agreement is in
effect during the quarter.
MANUFACTURERS AND TRADERS TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
FEDERATED SERVICES COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
Dated: November 8, 2000
SHAREHOLDER SERVICES AGREEMENT
LETTER AGREEMENT
Manufacturers and Traders Trust Company
Xxx X&X Xxxxx
Xxxxxxx, XX 00000
Federated Administrative Services
0000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
October 24, 2000
Vision Group of Funds
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000-0000
Dear Sirs:
Manufacturers and Traders Trust Company ("M&T") and Federated
Administrative Services ("FAS") jointly agree to contractually waive the
shareholder services fee (based on average daily net assets) they would be
entitled to receive on the designated Class or Fund listed below for a one
year period starting from the commencement of each Fund's operations (or, in
the case of the Vision U.S. Treasury Money Market Fund, when this Fund
acquires the assets and liabilities of the Governor U.S. Treasury Obligations
Money Market Fund), which is anticipated to occur on or about December 18,
2000. Shown below is the maximum amount of the fee to which FAS and M&T are
entitled, along with the amount they agree to receive for the waiver period.
Before After
Waiver Waiver
Vision Intermediate Term Bond Fund - Class A Shares 0.25% 0.00%
Vision Pennsylvania Municipal Income Fund - Class A Shares 0.25% 0.00%
Vision Small Cap Stock Fund - Class A Shares 0.25% 0.20%
Vision Institutional Limited Duration U.S. Government Fund 0.25% 0.00%
Vision Institutional Prime Money Market Fund 0.25% 0.00%
Vision U.S. Treasury Money Market Fund - Class A Shares 0.25% 0.00%
Vision Large Cap Core Fund - Class A Shares 0.25% 0.00%
If the foregoing correctly sets forth the agreement between M&T and
FAS, please so indicate by signing and returning to the Trust the enclosed
copy hereof. This may be executed in counterpart.
Very truly yours,
FEDERATED ADMINISTRATIVE SERVICES
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Secretary
MANUFACTURERS AND TRADERS
TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
ACCEPTED:
VISION GROUP OF FUNDS
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Assistant Secretary
