Exhibit (h)(iii) under Form N-1A
Exhibit 10 under Item 601/Reg SK
AGREEMENT
for
TRANSFER AGENCY SERVICES
This AGREEMENT is made as of June 1, 2002, between Federated Services
Company, a Pennsylvania corporation having its principal office and place of
business at Federated Investors Tower, 0000 Xxxxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxx 00000-0000 ("Federated") and Golden Oak(R) Family of Funds
("Investment Company"), a Delaware business trust having its principal office
and place of business at 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx
00000-0000. Investment Company is entering into this Agreement on behalf of (and
legally binds) its portfolios now existing or hereafter created, which shall be
listed in the attached Investment Company Exhibit and revised from time to time
(each such portfolio, including any classes of shares, a "Fund" and collectively
the "Funds"). Federated is entering into this Agreement on behalf of itself and
any of its subsidiaries with which it may subcontract under this Agreement.
Investment Company and Federated may be individually and collectively referred
to as a "Party" or "Parties."
WHEREAS, the Investment Company is registered as an open-end
management investment company under the Investment Company Act of
1940 (the "1940 Act"), with authorized and issued shares of
beneficial interest ("Shares"), each of which may be designated or
divided into one or more classes ("Class" or "Classes");
WHEREAS, the Investment Company desires to appoint Federated as
transfer agent and dividend disbursing agent to provide the Transfer
Agency Services described in this Agreement, and Federated desires to
provide such services in return for the compensation identified in
this Agreement and the related Transfer Agency Services Fee Exhibit;
and
NOW THEREFORE, in consideration of the promises and mutual
covenants contained in this Agreement, and intending to be legally
bound, the Parties agree to the following:
Article 1. Appointment as Transfer Agent.
The Investment Company appoints Federated to act as Transfer
Agent, and Federated accept such appointment under the terms of this
Agreement. As detailed below, the role of Transfer Agent includes
transfer agent and dividend disbursing agent for Fund Shares, as well
as agent in connection with any accumulation, open-account or similar
plans provided to Fund shareholders, and any periodic investment plan
or periodic withdrawal program. Federated shall be held to a
standard of reasonable care in carrying out the provisions of this
Agreement.
Article 2. Federated's Duties as Transfer Agent.
Federated shall perform the following services in accordance with
Proper Instructions provided from time to time by the Investment
Company:
A. Purchases
(1) Federated shall receive orders and payment for the
purchase of Shares and promptly deliver payment and
appropriate documentation therefore to a Fund's
Custodian. Federated shall notify a Fund and the
Custodian of the total amount of Share orders and
payments so delivered on each business day of a Fund.
(2) Pursuant to purchase orders and in accordance with a
Fund's Prospectus (as defined below), Federated shall
compute and issue the appropriate number of Shares and
hold such Shares in the appropriate Fund shareholder
accounts.
(3) If a check or other purchase order for Shares is
returned unpaid for any reason, Federated shall: (i)
debit the Fund shareholder account by the number of
Shares that had been credited to such account upon
receipt of the check or other purchase order; (ii)
promptly transmit a debit advice to the Fund
shareholder; and (iii) notify the relevant Fund of these
actions. The relevant Fund or its distributor will
reimburse Federated for any shortfall between the amount
paid for the Shares and the redemption proceeds of such
Shares plus dividends.
B. Distribution
(1) The Investment Company shall promptly notify Federated
of the declaration of any shareholder distribution
(including dividends, gains or return of capital), and
Federated shall act as Dividend Disbursing Agent for
each Fund in accordance with the provisions of the
Charter Documents (as defined below), the Prospectus and
any Proper Instructions. Federated shall prepare and
transmit or (where appropriate) credit to Fund
shareholder accounts any income, capital gain, or other
payments to such shareholders (including reinvesting
such payments and crediting additional Shares to the
account if the shareholder so directed). As the Dividend
Disbursing Agent, Federated 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 that is payable in cash and
request the Custodian to make available sufficient funds
for the cash amount to be paid out. On each Fund
business day, Federated shall reconcile with the
Custodian the amounts so requested and the amounts
actually received.
(2) Federated shall maintain records of each Fund
shareholder account and advise the Investment Company,
its Funds and its shareholders as to the foregoing.
C. Redemptions and Transfers
(1) Federated shall receive Share redemption requests and directions
and, if such redemption requests comply with the procedures
as may be described in a Fund's Prospectus or set forth in
Proper Instructions, deliver the appropriate instructions
therefor to the Custodian. On each Fund business day,
Federated shall notify the Funds of the total amount of
redemption requests processed and monies paid to Federated
by the Custodian for redemptions.
(2) After receiving redemption proceeds from the Custodian, Federated
shall pay or cause to be paid the Share redemption proceeds
according to instructions of the redeeming Fund
shareholder, procedures described in a Fund's Prospectus,
or Proper Instructions.
(3) If a Share redemption or other similar request does not comply
with a Fund's procedures, Federated shall promptly notify
the Fund shareholder of such fact and the reason therefor.
Upon compliance with a Fund's redemption procedures,
Federated will then process such redemption at the next
determined next asset value, subject to any applicable
sales charges.
(4) Federated shall effect transfers of Shares by the registered
owners thereof.
(5) Federated shall identify and process abandoned accounts and
uncashed checks for state escheat requirements on an annual
basis and report such actions to the Funds.
D. Recordkeeping
(1) Federated shall record the issuance of Shares, and maintain
pursuant to applicable Securities and Exchange Commission
("SEC") rules a record of the total number of authorized
Fund Shares, based upon data the Investment Company
provides to Federated, as well as Shares issued and
outstanding. Federated shall provide the Investment
Company on a regular basis or upon reasonable request
with the total number of authorized Shares that are
issued and outstanding. Other than recording the
issuance of Shares or as otherwise set forth herein, the
Investment Company (and not Federated) has the
responsibility to monitor the issuance of such Shares or
to take cognizance of any laws relating to the issue or
sale of such Shares. Pursuant to information in each
Fund's Prospectus or other information or Proper
Instructions, Federated may sub-divide any Fund into
Classes or other sub-components for recordkeeping
purposes.
(2) Federated shall establish and maintain records pursuant to
applicable SEC rules relating to the Transfer Agency
Services that Federated performs under this Agreement and
in the form and manner agreed to by the Investment
Company. Such records shall include the following for
each Fund shareholder account:
(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
Internal Revenue Code withholding is required;
(f) Any dividend reinvestment order, plan application,
dividend address and correspondence relating to
the current account maintenance; and
(g) Any information required for Federated to perform
the calculations contemplated or required by this
Agreement.
E. Confirmations/Reports
(1) Federated shall periodically furnish each Fund with 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;
(d) Fund 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; and
(f) Such other information as the Parties may agree
upon from time to time.
(2) Federated shall prepare, file with the Internal Revenue
Service and appropriate state agencies, and (if
required) transmit to Fund shareholders, such notices
for reporting dividends and distributions paid and shall
withhold such sums, all in conformance with applicable
federal and state income tax laws, rules and regulations.
(3) In addition to and not in lieu of the services set forth
above, Federated shall:
(a) Perform 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). Such services
include maintaining Fund shareholder accounts,
transmitting Fund 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 by federal authorities
with respect to Share dividends and distributions
to shareholders, preparing and transmitting
confirmation forms and statements of account to
shareholders for Share purchases and redemptions
and other confirmable transactions in Fund
shareholder accounts, preparing and transmitting
activity statements for Fund shareholders, and
providing Fund shareholder account information;
and
(b) provide a system that will enable the Investment
Company to monitor the total number of Shares (by
Fund and Class) sold in each state ("blue sky
reporting"). The Fund shall issue Proper
Instructions to Federated to: (i) 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 system prior to activation and
thereafter monitor the daily activity for each
state. Federated's responsibility for state blue
sky registration status is limited solely to
recording the initial classification of
transactions and accounts regarding blue sky
compliance, and reporting such transactions and
accounts to the Investment Company as provided
above.
F. Other Duties
(1) Federated shall answer correspondence from Fund
shareholders relating to their Share accounts and such
other correspondence as may from time to time be
addressed to Federated;
(2) Federated shall prepare Fund shareholder meeting lists;
transmit proxy cards and other material the Investment
Company supplies in connection with its shareholder
meetings; receive, examine and tabulate returned
proxies, and certify the shareholder vote; and
(3) Federated shall establish and maintain facilities and
procedures for any safekeeping of stock certificates,
check forms and facsimile signature imprinting devices;
and for the preparation or use, and for keeping account
of, such certificates, forms and devices.
"Transfer Agency Services" refers to the foregoing and any
additional services that Federated agrees in writing to
perform for the Investment Company under this Agreement.
Article 3. Common Personnel.
Any person (even though also a Federated officer, director, trustee,
partner, employee or agent) who may be or become an Investment Company
officer, trustee, partner, employee or agent, shall be deemed, when
rendering services to the Investment Company or acting on any
Investment Company business (other than services or business in
connection with Federated's duties hereunder) to be rendering such
services to or acting solely for the Investment Company and not as a
Federated officer, director, trustee, partner, employee or agent or one
under the control or direction of Federated even though paid by
Federated.
Article 4. Proper Instructions.
As used throughout this Agreement, a "Proper Instruction" means
written instructions identifying the specific transaction or types of
transactions involved that is signed or initialed by one or more person
or persons authorized by the Investment Company's Board of Trustees
("Board"). Oral instructions are deemed Proper Instructions if (a)
Federated reasonably believes they have been given by a person
previously authorized in writing to give such oral instructions with
respect to the transaction involved, and (b) the Investment Company and
Federated 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 and Federated are satisfied that such procedures
afford adequate safeguards for the Funds' assets. Proper Instructions
may only be amended in writing.
Article 5. Investment Company Books, Records and Property.
----------------------------------------------------------
Federated shall create, maintain and preserve 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, and Rule 31a-2 under, the 1940 Act pertaining to the
Transfer Agency Services that Federated performs and which are not
otherwise created, maintained and preserved by another party for the
Investment Company. Such books and records shall be the Investment
Company's property.
The Investment Company or its authorized representatives may
inspect such books and records at Federated's premises during its
normal business hours. At the Investment Company's request or
pursuant to Proper Instructions, Federated will promptly provide
copies of any such books and records to the Investment Company or its
authorized representatives at the Investment Company's expense.
Upon the expiration of this Agreement and pursuant to Proper
Instructions, Federated will turn over to the Investment Company and
cease to retain in Federated's files, those Investment Company books,
records and documents that Federated created and maintained under this
Agreement, provided that Federated is reimbursed for all payments and
expenses due and remaining under this Agreement, and further provided
that such books and records are no longer needed by Federated in
performing its services or for its protection. Absent Proper
Instructions regarding the delivery of Investment Company's books and
records, Federated may deliver them to the Investment Company's
principal place of business or retain them for six years, during the
first two years of which such documents will be in readily accessible
form. Any books and records in Federated's possession beyond that
time period may be destroyed without further notice. In addition,
Federated has 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 Investment
Company property (including books, records and documents) that
Federated held under this Agreement.
Federated agrees to maintain the security and confidentiality of
nonpublic personal information ("NPI") of Fund customers and
consumers, as those terms are defined in SEC's Xxxxxxxxxx X-X,
00 XXX Part 248. Federated agrees to use and redisclose such NPI for
the limited purposes of processing and servicing transactions; for
specified law enforcement and miscellaneous purposes; and to service
providers or in connection with joint marketing arrangements directed
by the Investment Company, in each instance in furtherance of
fulfilling Federated's obligations under this Agreement and consistent
with the exceptions provided in 17 CFR Sections 248.14, 248.15 and
248.13, respectively.
Article 6. Compensation and Expenses.
As compensation for services under this Agreement, the Investment
Company shall compensate Federated in accordance with the schedule of
fees and expenses outlined in the Agreement's Transfer Agency Services
Exhibit, and such other provisions provided in this Agreement. Any
fee exhibits shall be dated and executed by a duly authorized officer
of the Investment Company and Federated. Any amendments or
adjustments to these fee exhibits shall be in writing and similarly
executed. However, from time to time in its sole discretion,
Federated may waive all or a portion of such compensation it is
entitled to receive under this Agreement. All rights of compensation
shall survive the termination of this Agreement.
Any compensation payable to Federated (other than account level
fees) shall be prorated for periods of less than a month, and shall be
calculated with references to a Fund's assets as determined in the
time and manner specified in each Fund's Prospectus.
The Investment Company will accrue daily and pay Federated monthly
(or daily at Federated's request) all compensation and out of pocket
expenses contemplated under this Agreement. Out-of-pocket expenses
include but are not limited to postage (including overnight courier
service), statement stock, envelopes, telephones, telecommunication
charges (including Fax and dedicated line charges), VRU application,
12b-1 processing fees, travel, duplicating, forms, supplies,
microfiche, computer access charges, client specific enhancements,
customized programming and reporting, access to the shareholder
recordkeeping system, 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. Out-of-pocket
disbursements shall also include such other items agreed upon between
the Parties from time to time. The Investment Company will reimburse
Federated for any non-routine expenses (reasonable or otherwise) it
incurs at the Investment Company's request or consent or if the
expenses are not normally associated with performing Transfer Agency
Services. Federated will maintain detailed information about such
compensation and out of pocket expenses.
Federated shall be responsible for expenses incurred in providing
office space, equipment, and personnel as may be necessary or
convenient to provide the Transfer Agency Services to the Investment
Company, including the compensation of Federated employees who serve
as Investment Company trustees or officers. Unless the Agreement
explicitly provides to the contrary, the Investment Company shall be
solely responsible, and shall promptly reimburse Federated, for all
expenses Federated incurs on the Investment Company's behalf,
including without limitation fees and expenses related to: postage and
courier services; printing, document production, registration and
filings; travel; outside counsel, independent auditors, or other
professional services; organization of the Investment Company and its
Funds; insurance coverage; interest; membership in trade
organizations; compensation of persons who are not Federated's
employees; custody, fund accounting, investment advisory, and other
service providers; brokerage services; taxes; Board members; fees
payable to federal, state and other governmental agencies; and all
other expenses properly payable by the Investment Company.
Article 7. Documents.
A. On or before the execution of this Agreement, the Investment
Company shall provide Federated with the following documents:
(1) A copy of the Investment Company's governing documents and any
amendments thereto, including the Declaration of Trust and
By-Laws (which has already been prepared and filed)
(collectively, the "Charter Documents");
(2) A copy of the Board resolution authorizing this Agreement;
(3) Printed documentation from the recordkeeping system representing
any outstanding Share certificates;
(4) All account application forms and other documents relating to
Fund shareholders accounts; and
(5) A copy of the registration statements for the Investment Company
and its Shares, including any prospectus and statement of
additional information ("Prospectus"), and any and all
amendments and supplements thereto ("Registration
Statement").
.
B. From time to time, the Investment Company will furnish
Federated with the following documents:
(1) Each resolution Board authorizing the original issuance
of Shares;
(2) The Investment Company's Registration Statement and
related amendments as filed with the SEC, and orders
regarding the sale of Shares;
(3) A certified copy of each amendment to the Charter
Documents;
(4) Certified copies of each Board vote authorizing
Investment Company officers to give Proper Instructions;
and
(5) Such other certifications, documents or opinions that
Federated may, in its discretion, deem necessary or
appropriate to properly perform its duties under this
Agreement.
Article 8. Representations and Warranties.
A. Representations and Warranties of Federated
Federated represents and warrants to the Investment Company
that:
(1) It is a corporation duly organized, 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;
(3) It is empowered under applicable laws, its
organizational documents and company proceedings to
enter into and perform this Agreement;
(4) It has and will have access to the necessary facilities,
equipment and personnel to perform its duties and
obligations under this Agreement; and
(5) It is in compliance with federal securities law
requirements and is in good standing to serve as a
transfer agent (either directly or through its
subsidiary, Federated Shareholder Services Company)
under this Agreement.
B. Representations and Warranties of the Investment Company
The Investment Company represents and warrants to Federated
that:
(1) It is an investment company duly organized, existing and
in good standing under the laws of its state of
organization;
(2) It is empowered under applicable laws, by its Charter
Documents and company proceedings to enter into and
perform its obligations under this Agreement;
(3) It is an open-end investment company registered under
the 1940 Act; and
(4) A registration statement under the Securities Act of
1933 (the "1933 Act") and 1940 Act is or will be
effective, and appropriate authorizations for state
securities law filings have been made and will continue
to be made, with respect to all Shares being offered for
sale.
Article 9. Investment Company's Responsibilities.
The Investment Company shall be solely responsible for the
preparation, contents and distribution of a Fund's offering document
and its Registration Statement and for complying with all applicable
requirements of the 1933 Act, the 1940 Act, the Internal Revenue
Code, and any other laws, rules and regulations of government
authorities having jurisdiction. The Investment Company will
promptly notify Federated of the declaration of any distributions for
a Fund.
Article 10. Federated's Responsibility.
Federated 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 negligence on
Federated's part in the performance of its duties, or from reckless
disregard by it of its obligations and duties under this Agreement.
Article 11. 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. 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 upon prior written
notice. This Agreement shall inure to the benefit of and be
binding upon the Parties and their respective permitted
successors and assigns.
B. Without further consent of the Investment Company, Federated may
subcontract for the performance of Transfer Agency Services with
(1) its subsidiary, Federated Shareholder Service Company, a
Delaware business trust duly registered as a transfer
agent pursuant to Section 17A(c)(1) of the Securities
Exchange Act of 1934, or any succeeding statute ("Section
17A(c)(1)"); or
(2) such other transfer agent duly registered under Section 17A(c)(1)
as Federated shall select, provided that Federated
provides written notice to the Investment Company within
30 days after entering into such subcontract.
Federated shall be held to the same level of responsibility and
liability to the Investment Company for this subcontractor's
acts and omissions.
C. Without further consent of the Investment Company, Federated may
subcontract for the performance of blue sky registration and
reporting. Federated shall be held to the same level of
responsibility and liability to the Investment Company for this
subcontractor's acts and omissions.
D. Upon Proper Instructions from the Investment Company, Federated
will 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; but Federated is not
responsible for the acts and omissions of such agent.
Article 12. Indemnification.
A. Indemnification by Investment Company
Federated shall not be responsible for and the Investment
Company or Fund shall indemnify and hold harmless Federated,
including its affiliates and all their officers, directors,
trustees, employees, shareholders and agents against any and
all losses, damages, costs, charges, counsel fees, payments,
expenses and liabilities arising out of or attributable to:
(1) The acts or omissions of any entity that contracts with
and/or provides services to the Investment Company
(including any adviser, sub-adviser, custodian, fund
accountant, administrator other than Federated) other
than a subcontractor Federated selects under Article
11.B. or 11.C.
(2) The reliance on or use by Federated or its agents or
subcontractors of information, records and documents in
proper form which
(a) are received by Federated or its agents or
subcontractors and furnished to them by or on
behalf of the Investment Company, its shareholders
or investors regarding the purchase, redemption or
transfer of Shares and Fund shareholder account
information;
(b) are received by Federated or its agents or
subcontractors from advisers, sub-advisers,
custodian, fund accountant, administrators, or
other third parties contracted by or approved by
the Investment Company or Fund for use in the
performance of services under this Agreement; or
(c) 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.
(3) The reliance on, or the carrying out by Federated or its
agents or subcontractors, of Proper Instructions of the
Investment Company or a 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 Federated shall not be protected by
this Article 12.A. from liability for any act or omission
resulting from Federated's willful misfeasance, bad faith,
negligence or reckless disregard of its duties.
B. Reliance
At any time Federated may apply to an Investment Company
officer for instructions, and may consult with legal counsel
(who may be counsel for the Investment Company) with respect
to any matter arising in connection with the services to be
performed by Federated under this Agreement, and Federated 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 good faith
reliance upon such instructions or upon the opinion of such
counsel, provided such action is not in clear violation of
applicable federal or state laws or regulations. Federated,
its agents and subcontractors shall be protected and
indemnified in recognizing any stock certificates which are
reasonably believed to bear the proper manual or facsimile
signatures of the Investment Company officers, and the proper
countersignature of any former transfer agent or registrar, or
of a co-transfer agent or co-registrar.
C. Notification
The Party seeking indemnification under this Agreement
("Claimant") shall use all reasonable care to promptly
identify and notify the Party against whom indemnification is
or may be sought ("Indemnifier") concerning any situation that
involves or probably will involve a claim for indemnification,
and shall advise the Indemnifier of all pertinent facts and
developments concerning such situation. The Indemnifier has
the option to defend Claimant against any indemnifiable
claim. If the Indemnifier elects to defend the Claimant,
Indemnifier must first notify Claimant before taking over
complete defense of the claim. Thereafter, Claimant shall
initiate no further legal or other expenses for which it would
seek indemnification under this Agreement. Further, the
Claimant shall not confess any claim or compromise any case
for which the Indemnifier would be obligated to indemnify
Claimant unless the Indemnifier gives prior written consent.
Article 13. Term and Termination of Agreement.
This services and compensation under this Agreement shall take
effect on June 1, 2002 and the Agreement shall continue through
August 31, 2005 ("Initial Term"). Thereafter, the Agreement will
automatically renew for successive twelve (12) month terms (a
"Renewal Term") unless Federated receives written notice of
termination from the Investment Company no less than ninety (90) days
prior to the expiration of the Initial Term or a Renewal Term. The
termination date for all original or after-added Funds that are, or
become, covered under this Agreement shall be coterminous.
In addition, each Party reserves the right to immediately
terminate this Agreement upon giving written notice of: the
dissolution or liquidation of either Party or other cessation of
business other than a merger, reorganization or recapitalization,
sale of all or substantially all of the assets of such Party as an
ongoing business, or other transaction designed to defeat or
frustrate the economic purposes and contractual obligations of either
Party under this Agreement; financial difficulties on the part of
either Party which is evidenced by the authorization or commencement
of, or involvement by way of pleading, answer, consent, or
acquiescence in, a voluntary or involuntary case under Title 11 of
the United States Code, as from time to time is in effect, or any
applicable law, other than said Title 11, of any jurisdiction
relating to the liquidation or reorganization of debtors or to the
modification or alteration of the rights of creditors; or a final,
unappealable judicial, regulatory or administrative ruling or order
in which either Party has been found guilty of criminal behavior in
the conduct of its business.
If the Investment Company terminates this Agreement, it bears full
responsibility and will promptly reimburse Federated for its
reasonable out-of-pocket expenses associated with transferring or
moving Investment Company books, records and materials maintained by
Federated under this Agreement. Additionally, Federated reserves the
right to charge for any other reasonable expenses associated with
such termination. The provisions of Article 10. Federated's
Responsibility and Article 12. Indemnification shall survive this
Agreement's termination.
Article 14. Notices.
Unless otherwise specifically provided herein, notices and other
writings shall be delivered or mailed postage prepaid to the
Investment Company at 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx
00000-0000, Attention: Secretary or to Federated Services Company at
Federated Investors Tower, 0000 Xxxxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxx, 00000-0000, Attention: Secretary, or to such other
address as the Investment Company or Federated may hereafter specify
in writing, and shall be deemed to have been properly delivered or
given hereunder.
Article 15. Governing Law and Venue.
The laws of the Commonwealth of Pennsylvania shall govern the
construction and interpretation of this Agreement without regard to
the conflict of laws principle. The Parties irrevocably consent to
the jurisdiction and venue of any federal or state court in Allegheny
County in the Commonwealth of Pennsylvania, in connection with any
action or proceeding arising out of this Agreement. The Parties also
irrevocably waive the right to object to the venue of any court on
the ground of forum non conveniens.
Article 16. Amendments and Additional Provisions.
This Agreement may be amended or modified only by a written
agreement executed by the Parties. From time to time, Federated and
the Investment Company may agree on interpretive or additional
provisions under this Agreement that are consistent with the
Agreement's operation and general tenor and do not contravene any
applicable federal or state regulations or any provision of the
Charter Documents. Any such interpretive or additional provisions
shall be written, signed by both Parties, and attached to this
Agreement, but shall not be deemed to be an amendment to this
Agreement.
Article 17. Counterparts.
This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original.
Article 18. Merger of Agreement.
This Agreement constitutes the entire agreement between the
Parties and supersedes any prior oral or written agreement of the
Parties.
Article 19. Severability.
In the event any provision of this Agreement is held illegal, void
or unenforceable, the balance of this Agreement shall remain in effect.
Article 20. Force Majeure.
Federated shall have no liability for cessation of services
hereunder or any damages resulting therefrom to the Investment
Company as a result of work stoppage, power or other mechanical
failure, natural disaster, governmental action, communication
disruption or other impossibility of performance.
Article 21. Limitations of Liability of Investment Company Trustees
and Shareholders.
The execution and delivery of this Agreement have been authorized
by the Investment Company Trustees and signed by an authorized
Investment Company officer, acting as such, and neither such
authorization by these 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 Investment Company, but bind only the
property of the individual Funds, or Class, as provided in the
Declaration of Trust.
IN WITNESS WHEREOF, the Parties hereto have caused this
Agreement 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.
GOLDEN OAK(R) FAMILY OF FUNDS
By:
---------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
FEDERATED SERVICES COMPANY
By:
---------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
INVESTMENT COMPANY EXHIBIT
Contract Date Golden Oak(R) Family of Funds
List of Portfolios/Classes
-------------------------------------------------------------------------
June 1, 2002 Golden Oak(R)Growth Portfolio
Class A Shares and Institutional Shares
June 1, 2002 Golden Oak(R)Intermediate-Term Income Portfolio
Class A Shares and Institutional Shares
June 1, 2002 Golden Oak(R) International Equity Portfolio
Class A Shares and Institutional Shares
June 1, 0000 Xxxxxx Xxx(X)Xxxxxxxx Tax Free Bond Portfolio
Class A Shares and Institutional Shares
June 1, 2002 Golden Oak(R) Prime Obligation Money Market
Portfolio
Class A Shares and Institutional Shares
June 1, 2002 Golden Oak(R)Small Cap Value Portfolio
Class A Shares and Institutional Shares
June 1, 2002 Golden Oak(R)Value Portfolio
Class A Shares and Institutional Shares
TRANSFER AGENCY SERVICES FEE EXHIBIT
Annual Maintenance Charge
The Investment Company agrees to pay and Federated hereby agrees to
accept as full compensation for its Transfer Agency Services under this
Agreement an annual fee of $12,000 per CUSIP, plus the following annual
account level fees:
Transfer Agency Account Level Fees:
Account Fee* Annual account charge (includes system access
-----------
and funds control reconcilement)
o Daily dividend fund $24.00
o Non-daily dividend fund $18.00
o Closed Accounts $1.32
Other Account Fees* Services or features not covered above.
o Contingent deferred sales charge (monthly and quarterly funds
only) $5.00
* All account fees are annualized and will be prorated on a
monthly basis for billing purposes. A charge is made
for an account in the month that an account opens or
closes.
IN WITNESS WHEREOF, the Parties hereto have caused this Transfer
Agency Services Fee Exhibit to be executed in their names and on
their behalf by and through their duly authorized officers, as of the
day and year below.
Dated: June 1, 2002
GOLDEN OAK(R) FAMILY OF FUNDS
By:
---------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
FEDERATED SERVICES COMPANY
By:
---------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
