SECOND AMENDED AND RESTATED SERVICES AGREEMENT
Exhibit
23(h)(xiii) under Form N-1A
Exhibit
10 under Item 601/Reg. S-K
![](https://www.sec.gov/Archives/edgar/data/918199/000114420407063952/logo-federated.jpg)
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.
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(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.
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(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.
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(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.
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(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.
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(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.
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(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).
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(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.
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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;
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(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
§ 248.14); for specified law enforcement and miscellaneous purposes
(17
CFR § 248.15); and to service providers or in connection with joint
marketing arrangements (17 CFR § 248.13);
and
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(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 § 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 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 §
248.13).
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(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 §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 § 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;
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(ii) |
Protect
against any anticipated threats or hazards to the security or integrity
of
Fund customer records and NPI; and
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(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.
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(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 (§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 FSSC received the information in the first instance; and (d) a
Nonaffiliated Third Party under the service provider and joint marketing
exception (§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:
0000
Xxxxxxxxx Xxxxx
Xxxxxxxxxx,
Xxxxxxxxxxxx 00000-0000
Attention:
President
(c) Unless
otherwise notified in writing, all notices to FSSC shall be given or sent
to:
Federated
Investors Tower
0000
Xxxxxxx Xxxxxx
Xxxxxxxxxx,
Xxxxxxxxxxxx 00000-0000
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;
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(ii) |
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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(iii) |
no
obligations of either party that accrued before the Force Majeure
are
excused as a result of the Force
Majeure;
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(iv) |
the
non-performing party uses all reasonable efforts to remedy its inability
to perform as quickly as possible.
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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:
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Funds
(listed on Schedule 1)
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/s/
Xxxx X.
XxXxxxxxx
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By:/s/
Xxxx X.
Xxxxxxx
|
Xxxx
X. XxXxxxxxx
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Xxxx
X. Xxxxxxx
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Secretary
|
Chairman
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Attest:
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Federated
Shareholder Services Company
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/s/
Xxxxxxx X.
Xxxxxxx
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By:
/s/ Xxxxxx X. Xxxxxx,
Xx.
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Xxxxxxx
X. Xxxxxxx
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Xxxxxx
X. Xxxxxx, Xx.
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Secretary
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President
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SCHEDULE
1
TO
SECOND AMENDED AND RESTATED SERVICES AGREEMENT
The
following lists the Funds and Shares subject to the Second Amended and Restated
Services Agreement (“Agreement”) which have the ability to charge the maximum
0.25% Service Fee payable by the Funds pursuant to the Agreement.
FEDERATED
WORLD INVESTMENT SERIES, INC.
Federated
International Value Fund
Class
A
Shares
Class
C
Shares
Federated
International Capital Appreciation Fund
Class
A
Shares
Class
C
Shares
Federated
International High Income Fund
Class
A
Shares
Class
C
Shares
Class
F
Shares
Federated
International Small Company Fund
Class
A
Shares
Class
C
Shares