Second Amended and Restated
Services Agreement Page 1
Exhibit h(v) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
[GRAPHIC OMITTED]
SECOND AMENDED AND RESTATED SERVICES AGREEMENT
THIS AGREEMENT, amended and restated as of December 1, 2001, is entered
into between each Fund listed on Schedule 1, as may be amended from time to
time, severally and not jointly, and Federated Shareholder Services Company,
("FSSC"). Unless otherwise defined herein, Section 10 sets forth the definition
of capitalized terms used in this Agreement.
WHEREAS, Schedule 1 to this Agreement sets forth the classes of Shares for
which the Funds will compensate persons who agree to provide services to
Shareholders and assist in the maintenance of Shareholder accounts ("Services");
WHEREAS, FSSC and certain of the Funds entered into a Shareholder Services
Agreement dated March 1, 1994 and amended September 1, 1995, (the "Prior
Agreement") which provided for FSSC to enter into agreements for Services with
third parties ("Third-Party Agreements") and to utilize fees received under the
Prior Agreement to compensate third parties pursuant to such Third-Party
Agreements;
WHEREAS, it is contemplated that hereafter, the Funds will compensate
third-parties for Services directly, and that FSSC will no longer enter into
Third-Party Agreements;
WHEREAS, FSSC will continue to compensate third parties pursuant to any
Third-Party Agreements and the Funds will continue to make payments to FSSC to
fund those obligations; and
WHEREAS, FSSC will also receive fees for Services it provides to
Shareholders under this Agreement.
NOW THEREFORE, the parties agree to amend and restate the Agreement as
follows:
SECTION 1. Agreement to Provide Services
(a) Services. FSSC agrees to provide Services for Shareholders of the Funds
that have fully-disclosed accounts in the Funds for which either (i)
Federated Securities Corp. or any other affiliate of FSSC is the dealer of
record; or (ii) for which the dealer of record does not provide Services
(collectively, the "FSSC Accounts"). FSSC shall also provide Services or
cause Services to be provided to Shareholders whose accounts are subject to
Third-Party Agreements. Services shall include, but are not limited to,
telephone, mail or electronic communications with Shareholders.
(b) Delivery of Disclosure Documents. Upon request by a customer that is a
Shareholder of the Funds, FSSC will send a copy of the current Prospectus
(and, if expressly requested, Statement of Additional Information), annual
report or semi-annual report for any Fund ("Disclosure Documents") to the
customer within three (3) business days of such request.
(i) The Funds will furnish to FSSC at the Funds' own expense such number of
copies of the then-current Disclosure Documents as FSSC
requests to satisfy its obligations under this paragraph.
(ii) FSSC covenants to the Funds that it will not make any representations
concerning any Shares other than those contained in the
Disclosure Documents of the applicable Fund.
(iii) The parties may agree from time to time to set appropriate security
procedures and to perform electronically certain of their
obligations under this Agreement, including without
limitation the delivery of requested Disclosure Documents.
(c) FSSC shall not have any obligation to pay the cost of producing or
delivering Disclosure Documents or any other costs incurred by the Funds in
connection with the Services provided hereunder.
SECTION 2. Service Fees Payable to FSSC
(a) During the term of this Agreement, FSSC will be entitled to receive from
each Fund as full compensation for Services rendered hereunder a fee
calculated daily at an annual rate, as set forth Schedule 1 to this
Agreement, of up to 0.25% of average net assets held in FSSC Accounts of
each Fund. Service fees paid by the Funds are in addition to other fees
paid by the Funds such as those paid pursuant to an Agreement for Fund
Accounting Services, Administrative Services, Transfer Agency Services and
Custody Services Procurement and fees paid pursuant to each Fund's
Distributor's Contract.
(b) For so long as any Third-Party Agreement remains in effect, FSSC shall be
entitled to receive fees from the Funds calculated daily at an annual rate,
as set forth in Schedule 1 to this Agreement, of up to 0.25% on the average
net assets held in accounts of each Fund for which Services are provided by
such third-parties which amount shall be paid by FSSC in accordance with
such Third-Party Agreements.
(c) The Funds shall pay service fees to FSSC in accordance with their regular
payment schedules. For the payment period in which this Agreement becomes
effective or terminates with respect to any Fund, there shall be an
appropriate proration of the fee on the basis of the number of days that
this Agreement is in effect with respect to such Fund during the period.
SECTION 3. Agreements with Other Service Providers
Each Fund hereby appoints FSSC as the Fund's agent to enter into agreements
with financial intermediaries that are not registered as broker/dealers under
the 1934 Act (each an "Unregistered Intermediary") to provide Services to their
customers that are Shareholders of the Fund. Each Fund agrees to pay Service
Fees at an annual rate as set forth in Schedule 1 to this Agreement of up to
0.25% of the average net assets held in Fund accounts for which an Unregistered
Intermediary has agreed to provide Services. Any such accounts shall not be
treated as FSSC Accounts for purposes of this Agreement.
SECTION 4. Representations
(a) Each party represents and warrants to the other party that:
(i) Status. It is duly organized and validly existing under the laws of the
jurisdiction of its organization or incorporation and, if
relevant under such laws, in good standing.
(ii) Powers. It has the power to execute this Agreement and any other
documentation relating to this Agreement to which it is a
party, to deliver this Agreement and any other documentation
relating to this Agreement that it is required by this
Agreement to deliver and to perform its obligations under
this Agreement and has taken all necessary action to
authorize such execution, delivery and performance.
(iii) No Violation or Conflict. Such execution, delivery and performance do not
violate or conflict with any law applicable to it, any
provision of its constitutional documents, any order or
judgment of any court or other agency of government
applicable to it or any contractual restriction binding on
or affecting it.
(iv) Obligations Binding. Its obligations under this Agreement constitute its
legal, valid and binding obligations, enforceable in
accordance with their respective terms (subject to
applicable bankruptcy, reorganization, insolvency,
moratorium or similar laws affecting creditors' rights
generally and subject, as to enforceability, to equitable
principles of general application regardless of whether
enforcement is sought in a proceeding in equity or law).
(v) Compliance with Laws. It will comply in all material respects with all
applicable laws and orders to which it may be subject if
failure to so comply would materially impair its ability to
perform its obligations under this Agreement.
SECTION 5. Indemnification and Limitation of Liability
(a) In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of FSSC
and its trustees, officers, employees, agents and representatives, the
Funds agree to indemnify FSSC and its trustees, officers, employees, agents
and representatives against any and all claims, demands, liabilities and
reasonable expenses (including attorneys' fees), related to or otherwise
connected with (i) any breach by the Funds of any provision of this
Agreement; or (ii) any action by a Fund's Shareholder against FSSC.
(b) FSSC shall not be liable for any error of judgment or mistake of law or for
any loss suffered by any Fund in connection with the matters to which this
Agreement relates, except a loss resulting from willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties or
from reckless disregard by it of its obligations and duties under this
Agreement. In no event shall FSSC be liable for indirect or consequential
damages.
(c) Any person, even though also an officer, trustee, partner, employee or
agent of FSSC, who may be or become an officer, employee or agent of any
Fund or a member of a Fund's Board, shall be deemed, when rendering
services to such Fund or acting on any business of such Fund (other than
services or business in connection with the duties of FSSC hereunder) to be
rendering such services to or acting solely for such Fund and not as an
officer, trustee, partner, employee or agent or one under the control or
direction of FSSC even though paid by FSSC.
(d) FSSC is expressly put on notice of the limitation of liability as set forth
in the Declaration of Trust of each Fund that is a Massachusetts business
trust and agrees that the obligations assumed by each such Fund pursuant to
this Agreement shall be limited in any case to such Fund and its assets and
that FSSC shall not seek satisfaction of any such obligations from the
Shareholders of such Fund, the Trustees, Officers, Employees or Agents of
such Fund, or any of them.
(e) The provisions of this Section shall survive the termination of this
Agreement.
SECTION 6.
Privacy Policy
(a) The parties acknowledge that:
(i) The Securities and Exchange Commission 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;
(ii) Regulation S-P permits financial institutions, such as the Funds, 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 Funds, 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 ss.
248.14); for specified law enforcement and miscellaneous purposes (17 CFR
ss. 248.15); and to service providers or in connection with joint marketing
arrangements (17 CFR ss. 248.13); and
(iii)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 ss. 248.7 and 17
CFR ss. 248.10 does not apply when the NPI is disclosed to service
providers or in connection with joint marketing arrangements, provided the
Fund 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 Fund disclosed the information (17 CFR ss.
248.13).
(b) The parties agree that the Funds may disclose Shareholder NPI to FSSC as
agent of the Funds and solely in furtherance of fulfilling FSSC's
contractual obligations under the Agreement in the ordinary course of
business to support the Funds and their Shareholders.
(c) FSSC hereby agrees to be bound to use and redisclose such NPI only for the
limited purpose of fulfilling its duties and obligations under the
Agreement, for law enforcement and miscellaneous purposes as permitted in
17 CFR ss.248.15, or in connection with joint marketing arrangements that
the Funds may establish with FSSC in accordance with the limited exception
set forth in 17 CFR 248.13.
(d) FSSC represents and warrants that, in accordance with 17 CFR ss. 248.30, it
has implemented, and will continue to carry out for the term of the
Agreement, policies and procedures reasonably designed to:
(i) Insure the security and confidentiality of records and NPI of Fund
customers;
(ii) Protect against any anticipated threats or hazards to the security or
integrity of Fund customer records and NPI; and
(iii)Protect against unauthorized access or use of such Fund customer records
or NPI that could result in substantial harm or inconvenience to any Fund
customer.
(e) FSSC may redisclose Section 248.13 NPI only to: (a) the Funds and
affiliated persons of the Funds ("Fund Affiliates"); (b) affiliated persons
of FSSC ("Service Provider 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 FSSC or the Funds ("Nonaffiliated
Third Party") under the service and processing (ss.248.14) or miscellaneous
(ss.248.15) exceptions, but only in the ordinary course of business to
carry out the activity covered by the exception under which FSSC received
the information in the first instance; and (d) a Nonaffiliated Third Party
under the service provider and joint marketing exception (ss.248.13),
provided FSSC 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 Funds
disclosed the information in the first instance.
(f) FSSC may redisclose Section 248.14 NPI and Section 248.15 NPI to: (a) the
Funds and Fund Affiliates; (b) Service Provider 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 Funds
might lawfully have disclosed NPI directly.
(g) The provisions of this Section shall survive the termination of the
Agreement.
SECTION 7. Notices
(a) All notices of any kind to be given hereunder shall be given in writing and
delivered by personal delivery or by postage prepaid, registered or
certified United States first class mail, return receipt requested,
overnight courier services, or by fax or e-mail (with confirming copy by
mail).
(b) Unless otherwise notified in writing, all notices to any Fund shall be
given or sent to such Fund at:
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Attention: President
(c) Unless otherwise notified in writing, all notices to FSSC shall be given or
sent to:
Federated Investors Tower
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Attention: President
SECTION 8. Assignments and No Third-Party Rights
(a) Except for any Third-Party Agreements entered into prior to the date of
this Agreement, this Agreement will not be assigned or subcontracted by
either party, without prior written consent of the other party, except that
either party may assign or subcontract this Agreement to an affiliate
controlled, controlled by, or under common control with the assigning or
subcontracting party without such consent. Subject to the preceding, this
Agreement will apply to, be binding in all respects upon, and inure to the
benefit of permitted assigns and subcontractors of the parties. In no event
shall the Funds be obligated to make any payment under this Agreement to
any person other than FSSC.
(b) Nothing expressed or referred to in this Agreement will be construed to
give anyone other than the parties to this Agreement any legal or equitable
right, remedy or claim under or with respect to this Agreement or any
provision of this Agreement. This Agreement and all of its provisions and
conditions are for the sole and exclusive benefit of the parties to this
Agreement and their permitted assigns and subcontractors.
SECTION 9. 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 period shall
not exceed fifteen (15) business days), provided that:
(i) 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;
(ii) the suspension of obligations is of no greater scope and of no longer
duration than is required by the Force Majeure;
(iii) no obligations of either party that accrued before the Force Majeure are
excused as a result of the Force Majeure;
(iv) the non-performing party uses all reasonable efforts to remedy its
inability to perform as quickly as possible.
SECTION 10. Definition of Terms
(a) "1934 Act" means the Securities Exchange Act of 1934, and "1940 Act"
means the Investment Company Act of 1940, in each case as amended and in effect
at the relevant time.
(b) "Fund" means an investment company registered under the 1940 Act and,
in the case of a "series company" as defined in Rule 18f-2(a) under the 1940
Act, each individual portfolio of the series company, set forth on Schedule 1 to
this Agreement from time to time. "Funds" means the Funds listed on Schedule 1
collectively.
(c) "Prospectus" means, with respect to any Shares the most recent
Prospectus and Statement of Additional Information ("SAI") and any supplement
thereto, pursuant to which a Fund publicly offers the Shares; provided, however,
that this definition shall not be construed to require FSC, Dealer or any Fund
to deliver any SAI other than at the express request of Dealer's customer.
(d) "Shares" means (1) shares of beneficial interest in a Fund organized as
a business trust; and (2) shares of capital stock in a Fund organized as a
corporation. With respect to a Fund that has established separate classes of
Shares in accordance with Rule 18f-3 under the 1940 Act, Shares refers to the
relevant class. "Shareholder" means the beneficial owner of any Share.
SECTION 11. Miscellaneous
(a) This Agreement may be terminated by either party by giving the other
party at least sixty (60) days' written notice thereof.
(b) This Agreement may be amended only by a writing signed by both parties,
provided that, any Fund may amend Schedule 1 from time to time by sending a copy
of the amended Schedule to FSSC. Any such amendment shall be effective ten (10)
days after notice thereof.
(c) This Agreement constitutes (along with its Schedules) a complete and
exclusive statement of the terms of the agreement between the parties and
supersedes any prior agreement with respect to its subject matter.
(d) This Agreement has been entered into between FSSC and each Fund
severally and not jointly, and the provisions this Agreement shall apply
separately to each Fund. No Fund shall be obligated to make any payments to FSSC
under this Agreement other than with respect to its Shares. No breach of this
Agreement by a Fund, or by FSSC against a Fund, shall constitute a breach of
this Agreement with respect to any other Fund.
(e) This Agreement may be executed by different parties on separate
counterparts, each of which, when so executed and delivered, shall be an
original, and all such counterparts shall together constitute one and the same
instrument.
(f) If any provision of this Agreement is held invalid or unenforceable,
the other provisions of this Agreement will remain in full force and effect. Any
provision of this Agreement held invalid or unenforceable only in part or degree
will remain in full force and effect to the extent not held invalid and
unenforceable.
(g) This Agreement will be governed by the laws of the Commonwealth of
Pennsylvania, without regard to conflicts of laws principles thereof. Any action
or proceeding seeking to enforce any provision of, or based on any right arising
out of, this Agreement may be brought against the parties in the courts of the
Commonwealth of Pennsylvania, County of Allegheny, or, if it has or can acquire
jurisdiction, in the United States District Court for the Western District of
Pennsylvania, and each of the parties consents to the jurisdiction of such
courts (and of the appropriate appellate courts) in any such action or
proceeding and waives any objection to venue laid therein. Each party waives its
right to a jury trial.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
Attest: Funds (listed on Schedule 1)
By:
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Secretary Chairman
Attest: Federated Shareholder Services Company
By:
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Secretary President
