AGREEMENT for ADMINISTRATIVE SERVICES
Exhibit
23(h)(xiv) under Form N-1A
Exhibit
10 under Item 601/Reg. S-K
AGREEMENT
for
ADMINISTRATIVE
SERVICES
This
AGREEMENT is made, severally and not jointly, as of November 1, 2003, by each
of
the investment companies listed on Exhibit A hereto, each having its principal
office and place of business at 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx
00000-0000 (collectively, the “Investment Company”), and FEDERATED
ADMINISTRATIVE SERVICES, a Delaware statutory trust, having its principal office
and place of business at Federated Investors Tower, Pittsburgh, Pennsylvania
15222-3779 (the “Company”).
WHEREAS,
each investment company is registered as a management investment company under
the Investment Company Act of 1940, as amended (the “1940 Act”), with
authorized and issued shares of capital stock or beneficial interest
(“Shares”);
WHEREAS,
certain investment companies subject to this Agreement are “series companies” as
defined in Rule 18f-2 under the 1940 Act and, as used in this Agreement, the
term “Fund” refers to either (i) an individual portfolio of such a series
company or (ii) an investment company that is
not
organized as a series company, and the terms “Funds” refers to all such
portfolios and investment companies, collectively; and
WHEREAS,
Shares of each Fund may be subdivided into classes (each a “Class”) as provided
in Rule 18f-3 under the 1940 Act;
WHEREAS,
the Investment Company wishes to appoint the Company as its administrator to
provide it with Administrative Services (as herein defined) and the Company
desires to accept such appointment;
NOW
THEREFORE, in consideration of the premises and mutual covenants herein
contained, and intending to be legally bound hereby, the parties hereto agree
as
follows:
Article
1. Appointment.
The
Investment Company hereby appoints the Company as Administrator for the period
on the terms and conditions set forth in this Agreement. The Company hereby
accepts such appointment and agrees to furnish the services set forth in Article
2 of this Agreement in return for the compensation set forth in Article 5 of
this Agreement.
Article
2. The Company’s Duties.
As
Administrator, and subject to the supervision and control of the Investment
Company’s Board of Trustees/Directors (the “Board”), the Company will provide
facilities, equipment, and personnel to carry out the following administrative
services for operation of the business and affairs of the Investment Company
and
each of its Funds:
| A. |
prepare,
file, and maintain the Investment Company's governing documents and
any
amendments thereto, including the charter documents, the by-laws
and
minutes of meetings of the Board, Board Committees and Shareholders;
|
| B. |
prepare
and file with the Securities and Exchange Commission (the “SEC”) and the
appropriate state securities authorities: (i) the registration
statements for the Investment Company and the Investment Company's
Shares
and all amendments thereto, (ii) reports to the SEC and shareholders,
(iii) prospectuses, (iv) routine proxy statements; and (v) such
other documents all as may be necessary to enable the Investment
Company
to continuously offer its shares;
|
| C. |
prepare
and administer contracts on behalf of the Investment Company with,
among
others, the Investment Company's investment advisers, sub-advisers,
fund
accountants, custodians, transfer agents and distributors, subject
to any
terms and conditions established by the Board and the requirements
of the
1940 Act;
|
| D. |
negotiate
and secure for the Investment Company and its directors and officers:
(i) a fidelity bond in an amount that is at least adequate to satisfy
the requirements of the 1940 Act, (ii) directors and officer’s coverage
and (iii) professional liability or errors and omissions coverage,
in each
case, under terms that are acceptable to the
Board;
|
| E. |
prepare
and file the Investment Company's tax
returns;
|
| F. |
coordinate
the layout, printing and electronic delivery of publicly disseminated
prospectuses and shareholder reports, make recommendations to improve
their effectiveness or reduce
expenses;
|
| G. |
perform
internal audit examinations in accordance with a charter adopted
by the
Investment Company;
|
| H. |
develop
and recommend changes in the investment strategy and operation of
the
Investment Company, that may be in the interest of its
Shareholders;
|
| I. |
provide
individuals reasonably acceptable to the Board for nomination,
appointment, or election as the following officers of the Investment
Company, who will be responsible for the management of certain of
the
Investment Company's affairs as specified in the Investment Company's
charter documents and by-laws, subject to direction by the Investment
Company’s Board: (i) the president and principal executive officer,
(ii) the treasurer and principal financial and accounting officer;
(iii) the secretary, and (iv) such other officers as are mutually
agreeable;
|
|
J.
|
subject
to the Board’s direction, coordinate meetings of the Board (and its
committees), including: (i) the creation of notices, agendas, legal
memoranda and administrative reports, and (ii) the review and compilation
of other materials prepared by the Investment Company’s adviser,
distributor, portfolio accountant, custodian, transfer agent, auditor,
independent counsel or other service providers to support the Board’s
discussions and actions taken;
|
|
K.
|
evaluate
and obtain custody services from a financial institution that meets
the
requirements of the 1940 Act;
|
|
L.
|
monitor
trading activity to help identify market timers and recommend policies
to
deter market timing;
|
|
M.
|
review
and recommend changes to the transfer agent’s policies and procedures to
mitigate fraud, enhance Shareholder services or reduce expenses;
|
|
N.
|
review
and recommend changes to policies and procedures designed to reduce
Fund
expenses;
|
|
O.
|
monitor
changes in applicable regulations and make corresponding changes
in, or
develop new, policies and procedures for the Fund or for the applicable
service provider;
|
|
P.
|
compare,
as applicable, the fund accountant’s calculation of the Investment
Company’s net asset value, yield, average maturity, dividends and total
assets with the fund accountant’s previous calculations and with changes
in the relevant securities market on a daily basis for reasonableness
of
changes;
|
|
Q.
|
evaluate
and recommend the pricing services used by the Investment Company;
participate in the fair valuation of portfolio securities as required
by
the Investment Company’s fair valuation procedures; review and recommend
changes to the Investment Company’s fair valuation procedures;
|
|
R.
|
compare
the fund accountant’s calculations of the Investment Company’s
distribution pool balances with the fund accountant’s previous
calculations for reasonableness of
changes;
|
|
S.
|
perform
weekly comparison, as applicable, of the fund accountant’s amortized cost
monitor with the previous amortized cost monitor for reasonableness
of
changes to the net asset value calculation; notify designated parties,
as
necessary, of deviations in compliance with the Investment Company’s Rule
2a-7 procedures;
|
|
T.
|
perform
monthly comparison of the fund accountant’s performance calculations and
projected annual fund expenses with previous calculations and projections
for reasonableness of changes;
|
|
U.
|
review
fund expense reports prepared by the fund
accountant;
|
|
V.
|
compare
the fund accountant’s calculation of dividend and capital gains
recommendations with previous recommendations for reasonableness
of
changes; consult with portfolio managers concerning fixed dividend
recommendations;
|
|
W.
|
review
the fund accountant’s calculation of shareholder tax reports at least
annually;
|
|
X.
|
monitor
the Investment Company’s status as a regulated investment company under
the Internal Revenue Code of 1986, as amended
(“IRC”);
|
|
Y.
|
prepare,
review and negotiate standard forms of indentures, guarantees, agreements,
certificates, confirmations and other documentation relating to the
legal
terms of securities eligible for purchase by money market funds,
provided
that the Company shall not have any obligation to: (i) provide any
written
legal opinions regarding such securities or (ii) prepare, review
or
negotiate any document for which a standard form has not been developed
and accepted for use by the investment company industry;
|
|
Z.
|
provide
office space, telephone, office equipment and supplies for the Investment
Company; and
|
|
AA.
|
respond
to all inquiries or other communications from Shareholders and other
parties or, if the inquiry is more properly responded to by another
of the
Investment Company’s service providers, referring the individual making
the inquiry to the appropriate
person.
|
|
BB.
|
See
Amd. #1, dated 7/1/04
|
|
CC.
|
See
Amd. #2, dated 9/1/04
|
The
foregoing, along with any additional services that the Company shall agree
in
writing to perform for the Investment Company shall hereinafter be referred
to
as "Administrative Services."
Article
3. Records.
The
Company shall create and maintain all necessary books and records in accordance
with all applicable laws, rules and regulations, including but not limited
to
records required by Section 31(a) of the 1940 Act, pertaining to the
Administrative Services performed by it and not otherwise created and maintained
by another party pursuant to contract with the Investment Company. Where
applicable, such records shall be maintained by the Company for the periods
and
in the places required by Rule 31a-2 under the 1940 Act. The books and records
pertaining to the Investment Company which are in the possession of the Company
shall be the property of the Investment Company. The Investment Company, or
the
Investment Company's authorized representatives, shall have access to such
books
and records at all times during the Company's normal business hours. Upon the
reasonable request of the Investment Company, copies of any such books and
records shall be provided promptly by the Company to the Investment
Company or
the
Investment Company's authorized representatives.
Article
4. Expenses.
The
Company shall be responsible for expenses incurred in providing office space,
equipment, and personnel as may be necessary or convenient to provide the
Administrative Services to the Investment Company, including the compensation
of
the Company employees who serve as trustees or directors or officers of the
Investment Company. Each Fund shall be solely responsible for all other expenses
incurred by the Company on its behalf, including without limitation postage
and
courier expenses, printing expenses, travel expenses, registration fees, filing
fees, taxes, fees of outside counsel (other than counsel sub-contracted with
by
the Company to perform services under this Agreement) and independent auditors,
or other professional services, organizational expenses, insurance premiums,
fees payable to persons who are not the Company’s employees, trade association
dues, and other expenses properly payable by the Funds (“Out of Pocket
Expenses”).
Article
5. Compensation.
In
addition to Out of Pocket Expenses, for the Administrative Services provided,
the Investment Company hereby agrees to pay and the Company hereby agrees to
accept as full compensation for its services rendered hereunder an
administrative fee at an annual rate per Fund, as specified below.
|
Admin.
Fee
|
Average
Daily Net Assets
of
the Investment Company
|
|
.150%
|
on
the first $5 billion
|
|
.125%
|
on
the next $5 billion
|
|
.100%
|
on
the next $10 billion
|
|
.075%
|
on
assets over $20 billion
|
(Average
daily net asset break points are on a complex-wide basis)
However,
in no event shall the above administrative fee received during any year of
the
Agreement be less than, or be paid at a rate less than would aggregate $150,000
per Fund and $40,000 per Class. The foregoing minimum fee may increase annually
upon each July 1 anniversary of this Agreement over the minimum fee during
the
prior 12 months, as calculated under this Agreement, in an amount equal to
the
increase in Pittsburgh Consumer Price Index (not to exceed 6% annually) as
last
reported by the U.S. Bureau of Labor Statistics for the twelve months
immediately preceding such anniversary.
The
compensation and Out of Pocket Expenses attributable to each Fund shall be
accrued by such Fund and paid to the Company no less frequently than monthly,
and shall be paid daily upon request of the Company. The Company will maintain
detailed information about the compensation and Out of Pocket Expenses paid
by
each Fund.
Article
6. Standard of Care and Indemnification.
| A. |
The
Company shall not be liable for any error of judgment or mistake
of law or
for any loss suffered by the Investment Company in connection with
the
matters to which this Agreement relates, except a loss resulting
from
willful misfeasance, bad faith or gross negligence on its part in
the
performance of its duties or from reckless disregard by it of its
duties
under this Agreement. Any person, even though also an officer, director,
trustee, partner, employee or agent of the Company, who may be or
become
an officer, director, trustee, partner, employee or agent of the
Investment Company, shall be deemed, when rendering services to the
Investment Company or acting on any business of the Investment Company
(other than services or business in connection with the duties of
the
Company hereunder) to be rendering such services to or acting solely
for
the Investment Company and not as an officer, director, trustee,
partner,
employee or agent or one under the control or direction of the Company,
even though paid by the Company.
|
|
B.
|
The
Company shall be kept indemnified by the Investment Company and be
without
liability for any action taken or thing done by it in performing
the
Administrative Services in accordance with the above
standards.
|
|
C.
|
The
Company shall not be responsible for and the Investment Company or
Fund
shall indemnify and hold the Company, including its officers, directors,
shareholders and their agents, employees and affiliates, harmless
against
any and all losses, damages, costs, charges, counsel fees, payments,
expenses and liabilities arising out of or attributable
to:
|
|
(1)
|
The
acts or omissions of any custodian, adviser, sub-adviser, fund accountant,
distributor, transfer agent or other party contracted by or approved
by
the Investment Company or Fund.
|
|
(2)
|
The
reliance on or use by the Company or its agents or subcontractors
of
information, records and documents in proper form
which:
|
|
(a)
|
are
received by the Company or its agents or subcontractors from any
adviser,
sub-adviser, fund accountant, distributor, transfer agent or other
third
party contracted by or approved by the Investment Company or Fund
for use
in the performance of services under this Agreement;
or
|
|
(b)
|
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 the Company or its agents or
subcontractors of a Proper Instruction of the Investment Company
or the
Fund.
|
“Proper
Instruction” means a writing signed or initialed by one or more person or
persons as the Board shall have from time to time authorized. Each such writing
shall set forth the specific transaction or type of transaction involved. Oral
instructions will be deemed to be Proper Instructions if (a) the Company
reasonably believes them to have been given by a person previously authorized
in
Proper Instructions to give such instructions with respect to the transaction
involved, and (b) the Investment Company, or the Fund, and the Company promptly
cause such oral instructions to be confirmed in writing. Proper Instructions
may
include communications effected directly between electro-mechanical or
electronic devices provided that the Investment Company, or the Fund, and the
Company are satisfied that such procedures afford adequate safeguards for the
Fund's assets. Proper Instructions may only be amended in writing.
|
(4)
|
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.
|
|
(5)
|
Any
untrue statement or alleged untrue statement of a material fact contained
in the Investment Company’s registration statement, any prospectus or
statement of additional information (“SAI”) (as from time to time amended
or supplemented) or the omission or alleged omission therefrom of
a
material fact required to be stated therein or necessary to make
the
statements therein not misleading, unless such statement or omission
was
made in reliance upon and in conformity with written information
furnished
to the Investment Company about the Company by or on behalf of the
Company
expressly for the use in the registration statement, any prospectus
or
SAI, or any amendment or supplement
thereof.
|
Provided,
however, that the Company shall not be protected by this Article 6.C. from
liability for any act or omission resulting from the Company's willful
misfeasance, bad faith, gross negligence in the performance of or reckless
disregard of its duties under this Agreement.
|
D.
|
At
any time the Company may apply to any officer of the Investment Company
or
Fund for instructions, and may consult with legal counsel or the
Investment Company’s independent accountants with respect to any matter
arising in connection with the services to be performed by the Company
under this Agreement, and the Company and its agents or subcontractors
shall not be liable and shall be indemnified by the Investment Company
or
the appropriate Fund for any action reasonably taken or omitted by
it in
reliance upon such instructions or upon the opinion of such counsel
or
independent accountant provided such action is not in violation of
applicable federal or state laws or regulations.
|
|
E.
|
The
Investment Company or Fund shall not be responsible for and the Company
shall indemnify and hold the Investment Company or Fund harmless
against
any and all losses, damages, costs, charges, counsel fees, payments,
expenses and liabilities arising out of or attributable to the Company’s
willful misfeasance, bad faith or gross negligence on its part in
the
performance of its duties or reckless disregard by it of its duties
under
this Agreement.
|
|
F.
|
In
order that the indemnification provisions contained in this Article
6
shall apply, upon the assertion of a claim for which any party may
be
required to indemnify another, the party seeking indemnification
(the
“Claimant”), shall promptly notify the indemnifying party (the
“Indemnifier”) of such assertion. It is further understood that each party
will use all reasonable care to identify and notify the Indemnifier
promptly concerning any situation that presents or appears likely
to
present the probability of such a claim for indemnification against
the
Indemnifier, provided that the failure to give notice as required
by this
paragraph 6.F. in a timely fashion shall not result in a waiver of
any
right to indemnification hereunder unless the Indemnifier is prejudiced
thereby and then only to the extent of such prejudice. The Claimant
shall
permit the Indemnifier to assume the defense of any such claim or
any
litigation resulting from it, provided that Indemnifier’s counsel that is
conducting the defense of such claim or litigation shall be approved
by
the Claimant (which approval shall not be unreasonably withheld),
and that
the Claimant may participate in such defense at its expense.
|
The
Indemnifier, in the defense of any such claim or litigation, shall not, without
the consent of the Claimant, consent to entry of any judgment or enter into
any
settlement that does not include as an unconditional term the giving by the
alleging party or plaintiff to the Claimant of a release from all liability
in
respect to such claim or litigation.
Article
7. Sub-contractors and Assignment.
| A. |
This
Agreement shall inure to the benefit of and be binding upon the parties
and their respective permitted successors and
assigns.
|
| B. |
The
Company may without further consent on the part of the Investment
Company
subcontract for the performance of Administrative Services with a
sub-contractor selected by the Company. The Company shall be as fully
responsible to the Investment Company for the acts and omissions
of any
subcontractor as it is for its own acts and
omissions.
|
|
C.
|
|
|
D.
|
The
Company may, without further consent on the part of the Investment
Company, assign its rights and obligations under this Agreement to
any
entity ultimately controlled by Federated Investors,
Inc.
|
|
E.
|
Except
as provided in Paragraph 7.D., the Company may not assign its rights
and
obligations under this Agreement, whether directly or by operation
of law,
without the prior written consent of the Investment Company, which
consent
may not be unreasonably withheld.
|
Article
8. Representations and Warranties.
The
Company represents and warrants to the Investment Company that:
|
(1)
|
It
is a statutory trust duly organized and existing and in good standing
under the laws of the state of
Delaware;
|
|
(2)
|
It
is duly qualified to carry on its business in each jurisdiction where
the
nature of its business requires such qualification, and in the state
of
Delaware;
|
|
(3)
|
It
is empowered under applicable laws and by its Declaration of Trust
and
by-laws to enter into and perform this Agreement;
and
|
|
(4)
|
All
requisite corporate proceedings have been taken to authorize it to
enter
into and perform its obligations under this
Agreement.
|
Article
9. Term and Termination of Agreement.
This
Agreement shall be effective from the date set forth above and shall continue
for a period of four years. Thereafter, the Agreement will continue for
consecutive three-year terms. The Agreement can be terminated upon eighteen
months notice to be effective as of the end of any term. In the event, however,
of willful misfeasance, bad faith, gross negligence or reckless disregard of
its
duties by the Company, the Investment Company has the right to terminate the
Agreement upon 60 days written notice, if the Company has not cured such willful
misfeasance, bad faith, gross negligence or reckless disregard of its duties
within 60 days from the receipt of such notice. Investment Companies that merge
or dissolve during the Term, shall, upon payment of all outstanding fees and
Out
of Pocket Expenses, cease to be a party on the effective date of such merger
or
dissolution.
Articles
6 and 19, 20 and 21 shall survive the termination of this
Agreement.
Article
10. Amendment.
This
Agreement may be amended or modified by a written agreement executed by both
parties.
Article
11. Interpretive and Additional Provisions.
In
connection with the operation of this Agreement, the Company and the Investment
Company may from time to time agree on such provisions interpretive of or in
addition to the provisions of this Agreement as may in their joint opinion
be
consistent with the general tenor of this Agreement. Any such interpretive
or
additional provisions shall be in a writing signed by both parties and shall
be
annexed hereto, provided that no such interpretive or additional provisions
shall contravene any applicable federal or state regulations or any provision
of
any charter document.
Article
12. Governing Law.
This
Agreement shall be construed and the provisions hereof interpreted under and
in
accordance with the laws of the Commonwealth of Pennsylvania.
Article
13. Notices.
Except
as
otherwise specifically provided herein, notices and other writings delivered
or
mailed postage prepaid to the Investment Company at 0000 Xxxxxxxxx Xxxxx,
Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000, or to the Company at Federated Investors
Tower, Pittsburgh, Pennsylvania, 15222-3779, or to such other address as the
Investment Company or the Company may hereafter specify, shall be deemed to
have
been properly delivered or given hereunder to the respective
address.
Article
14. Counterparts.
This
Agreement may be executed simultaneously in two or more counterparts, each
of
which shall be deemed an original.
Article
15. Merger of Agreement.
This
Agreement constitutes the entire agreement between the parties hereto and
supersedes any prior agreement with respect to the subject hereof whether oral
or written.
Article
16. Successor Administrator.
If
a
successor Administrator for the Investment Company shall be appointed by the
Investment Company, the Company shall upon termination of this Agreement deliver
to such successor Administrator at the office of the Company all properties
of
the Investment Company held by it hereunder. If no such successor Administrator
shall be appointed, the Company shall at its office upon receipt of Proper
Instructions deliver such properties in accordance with such
instructions.
Each
Fund
will bear all out-of-pocket expenses arising from the transition of
Administrative Services to a successor Administrator, including without
limitation the expenses of moving or transmitting materials to the successor
Administrator.
Article
17. Force Majeure.
If
either
party is unable to carry out any of its obligations under this Agreement because
of conditions beyond its reasonable control, including, but not limited to,
acts
of war or terrorism, work stoppages, fire, civil disobedience, delays associated
with hardware malfunction or availability, riots, rebellions, storms, electrical
failures, acts of God, and similar occurrences (“Force Majeure”), this Agreement
will remain in effect and the non-performing party’s obligations shall be
suspended without liability for a period equal to the period of the continuing
Force Majeure (which such period shall not exceed fifteen (15) business days),
provided that:
| (1) |
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;
|
| (2) |
the
suspension of obligations is of no greater scope and of no longer
duration
than is required by the Force
Majeure;
|
| (3) |
no
obligations of either party that accrued before the Force Majeure
are
excused as a result of the Force Majeure;
and
|
| (4) |
the
non-performing Party uses reasonable efforts to remedy its inability
to
perform as quickly as possible.
|
Article
18. Severability.
In
the
event any provision of this Agreement is held illegal, void or unenforceable,
the balance shall remain in effect.
Article
19. Limitations of Liability of the Board and Shareholders of
the Investment Company.
The
execution and delivery of this Agreement have been authorized by the Board
of
the Investment Company and signed by an authorized officer of the Investment
Company, acting as such, and neither such authorization by the Board nor such
execution and delivery by such officer shall be deemed to have been made by
any
of them individually or to impose any liability on any of them personally,
and
the obligations of this Agreement are not binding upon any member of the Board
or Shareholders of the Investment Company, but bind only the property of the
Fund, or Class, as provided in the Declaration of Trust.
Article
20. Limitations of Liability of Trustees and Shareholders of the
Company.
The
execution and delivery of this Agreement have been authorized by the Trustees
of
the Company and signed by an authorized officer of the Company, acting as such,
and neither such authorization by such Trustees nor such execution and delivery
by such officer shall be deemed to have been made by any of them individually
or
to impose any liability on any of them personally, and the obligations of this
Agreement are not binding upon any of the Trustees or Shareholders of the
Company, but bind only the property of the Company, as provided in the Company’s
Declaration of Trust.
Article
21. Privacy Policy.
A. The
parties acknowledge that:
|
(1)
|
The
SEC, has adopted Regulation S-P at 17 CFR Part 248 to protect the
privacy
of individuals who obtain a financial product or service for personal,
family or household use;
|
|
(2)
|
Regulation
S-P permits financial institutions, such as the Investment Company,
to
disclose “nonpublic personal information” (“NPI”) of its “customers” and
“consumers” (as those terms are therein defined in Regulation S-P) to
affiliated and nonaffiliated third parties of the Investment Company,
without giving such customers and consumers the ability to opt out
of such
disclosure, for the limited purposes of processing and servicing
transactions (17 CFR § 248.14) (“Section 248.14 NPI”); for specified law
enforcement and miscellaneous purposes (17 CFR § 248.15) (“Section 248.15
NPI”) ; and to service providers or in connection with joint marketing
arrangements (17 CFR § 248.13) (“Section 248.13 NPI”);
and
|
|
(3)
|
Regulation
S-P provides that the right of a customer and consumer to opt out
of
having his or her NPI disclosed pursuant to 17 CFR § 248.7 and 17 CFR §
248.10 does not apply when the NPI is disclosed to service providers
or in
connection with joint marketing arrangements, provided the Investment
Company and third party enter into a contractual agreement that prohibits
the third party from disclosing or using the information other than
to
carry out the purposes for which the Investment Company disclosed
the
information (17 CFR § 248.13).
|
|
B.
|
Therefore,
the parties agree as follows:
|
| (1) |
The
Investment Company may disclose shareholder NPI to the Company as
agent of
the Investment Company and solely in furtherance of fulfilling the
Company’s contractual obligations under this Agreement in the ordinary
course of business to support the Investment Company and its
shareholders;
|
|
(2)
|
The
Company hereby agrees to be bound to use and redisclose such NPI
only for
the limited purpose of fulfilling its duties and obligations under
this
Agreement, for law enforcement and miscellaneous purposes as permitted
in
17 CFR §§ 248.15, or in connection with joint marketing arrangements that
the Investment Company may establish with the Investment Company
in
accordance with the limited exception set forth in 17 CFR §
248.13;
|
| (3) |
The
Company further represents and warrants that, in accordance with
17 CFR §
248.30, it has implemented, and will continue to carry out for the
term of
this Agreement, policies and procedures reasonably designed
to:
|
| (a) |
insure
the security and confidentiality of records and NPI of Investment
Company
customers;
|
| (b) |
protect
against any anticipated threats or hazards to the security or integrity
of
Investment Company customer records and NPI; and
|
| (c) |
protect
against unauthorized access to or use of such Investment Company
customer
records or NPI that could result in substantial harm or inconvenience
to
any Investment Company customer;
|
| (4) |
The
Company may redisclose Section 248.13 NPI only to: (a) the Investment
Company and affiliated persons of the Investment Company (“Investment
Company Affiliates”); (b) affiliated persons of the Company (“Company
Affiliates”) (which in turn may disclose or use the information only to
the extent permitted under the original receipt); (c) a third party
not
affiliated with the Company or Investment Company (“Nonaffiliated Third
Party”) under the service and processing (§248.14) or miscellaneous
(§248.15) exceptions, but only in the ordinary course of business to
carry
out the activity covered by the exception under which the Company
received
the information in the first instance; and (d) a Nonaffiliated Third
Party
under the service provider and joint marketing exception (§248.13),
provided the Company enters into a written contract with the Nonaffiliated
Third Party that prohibits the Nonaffiliated Third Party from disclosing
or using the information other than to carry out the purposes for
which
the Investment Company disclosed the information in the first instance;
and
|
| (5) |
The
Company may redisclose Section 248.14 NPI and Section 248.15 NPI
to: (a)
the Investment Company and Investment Company Affiliates; (b) Company
Affiliates (which in turn may disclose the information to the same
extent
permitted under the original receipt); and (c) a Nonaffiliated Third
Party
to whom the Investment Company might lawfully have disclosed NPI
directly.
|
Article
22. Further Assurance.
Each
party agrees to promptly sign all documents and take any additional actions
reasonably requested by the other to accomplish the purposes of this
Agreement.
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be executed in their names and
on
their behalf under their seals by and through their duly authorized officers,
as
of the day and year first above written.
INVESTMENT
COMPANIES
(listed
on Exhibit A hereto)
By:
/s/
Xxxx X. XxXxxxxxx
Name:
Xxxx X. XxXxxxxxx
Title:
Executive Vice President
FEDERATED
ADMINISTRATIVE SERVICES
By:
/s/
Xxxxxx X.
Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title:
President
Amendment
Number 1 to
Agreement
for Administrative Services
between
Federated
Administrative Services
and
the
Investment Company
This
Amendment Number 1 (the “Amendment”) to the Agreement for Administrative
Services (“Agreement”)
between each of the investment companies listed on Exhibit A thereto
(collectively, the “Investment Company”) and Federated Administrative Services
(“Company”) is made and entered into as of the 1st day of
July,
2004. Terms used as defined terms herein, which are not otherwise defined
herein, shall have the meanings ascribed thereto in the Agreement.
WHEREAS,
the Investment Company has entered into the Agreement with the Company;
and
WHEREAS,
Investment Company and Company wish to amend the Agreement on the terms and
conditions set forth herein.
NOW,
THEREFORE, in consideration of the premises and mutual covenants herein
contained, and intending to be legally bound hereby, the parties hereto agree
as
follows:
1
Amendments
to the Agreement.
The
Agreement is hereby amended by adding the following additional sub-Section
BB to
the end of the provisions of Section 2 thereof:
(BB) perform
the following services, either itself or through its affiliate, Federated
Services company; (i) select and perform due diligence regarding proposed new
owners of omnibus accounts as proposed recordkeeping agents for the Investment
Company, (ii) enter into agreements as agent for the Investment Company, or
any
of them, substantially in the form of Attachment 1 hereto, with the registered
owners of omnibus accounts for the provision of services necessary for the
recordkeeping or sub-accounting of share positions held in underlying
sub-accounts (“Recordkeeping Agreements”), together with such changes thereto as
may be agreed to by Company so long as such changes do not (a) increase the
fees
payable by the Investment Company under the Recordkeeping Agreements, (b) alter
the indemnity obligations of the Investment Company owing to or from the
Investment Company thereunder or (c) otherwise materially alter the obligations
of the Investment Company under the Recordkeeping Agreements, (iii) agree,
on
behalf of the Investment Company, to make payments for services rendered under
Recordkeeping Agreements out of the assets of the Investment Company in amounts
not to exceed the amounts determined from time to time by the Board of the
Investment Company, and (iv) give instructions to the transfer agent of the
Investment Company (the “Transfer Agent”), for and on behalf of the Investment
Company as “Proper Instructions” of the Investment Company under and pursuant to
the agreement for transfer agency services with the Transfer Agent, to perform
the services of Company and/or the Investment Company under each such
Recordkeeping Agreement, excepting only the indemnity obligations owning from
the Investment Company or Company thereunder.
|
2.
|
No
Other Amendments.
Except as expressly amended hereby, the Agreement shall continue
in full
force and effect in accordance with its
terms.
|
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
in
their names and on their behalf by and through their duly authorized officers,
as of the day and year first above written.
INVESTMENT
COMPANIES
(listed
on Exhibit A hereto)
By:
/s/
J. Xxxxxxxxxxx Xxxxxxx
Name:
J.
Xxxxxxxxxx Xxxxxxx
Title:
President
FEDERATED
ADMINISTRATIVE SERVICES
By:
/s/
Xxxxxx X.
Xxxxxxx
Name:
Xxxxxx X. Xxxxxxx
Title:
Treasurer
Amendment
Number 2 to
Agreement
for Administrative Services
between
Federated
Administrative Services
and
the
Investment Company
This
Amendment Number 2 (the “Amendment”) to the Agreement for Administrative
Services (“Agreement”)
between each of the investment companies listed on Exhibit A thereto
(collectively, the “Investment Company”) and Federated Administrative Services
(“Company”) is made and entered into as of the 1st day of September, 2004. Terms
used as defined terms herein, which are not otherwise defined herein, shall
have
the meanings ascribed thereto in the Agreement.
WHEREAS,
the Investment Company has entered into the Agreement with the Company;
and
WHEREAS,
Investment Company and Company wish to amend the Agreement on the terms and
conditions set forth herein.
NOW,
THEREFORE, in consideration of the premises and mutual covenants herein
contained, and intending to be legally bound hereby, the parties hereto agree
as
follows:
1. Amendments
to the Agreement.
The
Agreement is hereby amended by adding the following additional sub-Section
CC to
the end of the provisions of Section 2 thereof:
(CC) perform
the following “blue sky” services, either itself or through one or more
affiliated or unaffiliated service providers: (1) provide a system to monitor
the total number of Shares of the Investment Company (and/or Class) sold in
each
State, (2) monitor the total number of Shares of such Investment Company (and/or
Class) sold in each State and, where appropriate, increase the number of Shares
registered in such State, (3) with respect to shareholders of the Investment
Company whose shareholdings are fully-disclosed on the transfer agent’s
recordkeeping system, (a) identify those transactions and assets to be treated
as exempt from blue sky reporting for each State and (ii) verify the
classification of transactions for each State on the transfer agent’s
recordkeeping system, and (4) with respect to shareholders of the Investment
Company whose shareholdings are not fully-disclosed on the transfer agent’s
recordkeeping system, rely upon information provided by the relevant financial
intermediary transacting for such holder of Shares in performing the obligations
set forth in subsection (CC)(2) above.
|
2.
|
No
Other Amendments.
Except as expressly amended hereby, the Agreement shall continue
in full
force and effect in accordance with its
terms.
|
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
in
their names and on their behalf by and through their duly authorized officers,
as of the day and year first above written.
INVESTMENT
COMPANIES
(listed
on Exhibit A hereto)
By:/s/
Xxxx X.
XxXxxxxxx
Name:
Xxxx X. XxXxxxxxx
Title:
Executive Vice President
FEDERATED
ADMINISTRATIVE SERVICES
By:
/s/
Xxxxxxxx X. Xxxxxxx, III
Name:
Xxxxxxxx X. Xxxxxxx, III
Title:
President
Amendment
Number 3 to
Agreement
for Administrative Services
between
Federated
Administrative Services
and
the
Investment Company
This
Amendment Number 3 (the “Amendment”) to the Agreement for Administrative
Services (“Agreement”)
between each of the investment companies listed on Exhibit A thereto
(collectively, the “Investment Company”) and Federated Administrative Services
(“Company”) is made and entered into as of the 1st day of June, 2005. Terms used
as defined terms herein, which are not otherwise defined herein, shall have
the
meanings ascribed thereto in the Agreement.
WHEREAS,
the Investment Company has entered into the Agreement with the Company;
and
WHEREAS,
Investment Company and Company wish to amend the Agreement on the terms and
conditions set forth herein.
NOW,
THEREFORE, in consideration of the premises and mutual covenants herein
contained, and intending to be legally bound hereby, the parties hereto agree
as
follows:
1. Amendment
to the Agreement.
The
Agreement is hereby amended by deleting Article 7, subparagraph (C) and
inserting in its place the following:
|
C.
|
The
Company shall upon instruction from the Investment Company subcontract
for
the performance of services under this Agreement with an agent selected
by
the Investment Company, other than as described in 7.B. above, provided
however, that the Company shall in no way be responsible to the Investment
Company for the acts and omissions of the
agent.
|
2.
No
Other Amendments.
Except
as expressly amended hereby, the Agreement shall continue in full force and
effect in accordance with its terms.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
in
their names and on their behalf by and through their duly authorized officers,
as of the day and year first above written.
INVESTMENT
COMPANIES
(listed
on
Exhibit A to the Agreement)
By:
/s/
Xxxx X.
XxXxxxxxx
Name:
Xxxx X. XxXxxxxxx
Title:
Executive Vice President
FEDERATED
ADMINISTRATIVE SERVICES
By:
/s/
Xxxxxxxx X. Xxxxxxx, III
Name:
Xxxxxxxx X. Xxxxxxx, III
Title:
President
Amendment
Number 4 to
Agreement
for Administrative Services
between
Federated
Administrative Services
and
the
Investment Company
This
Amendment Number 4 (the “Amendment”) to the Agreement for Administrative
Services, dated November 1, 2003 (“Agreement”)
between Federated Core Trust (the “Investment Company”) on behalf of its
portfolios Federated Mortgage Core Portfolio and High Yield Bond Portfolio
(the
“Funds”) and Federated Administrative Services (“Company”) is made and entered
into as of the 1st day of September, 2006. Terms used as defined terms herein,
which are not otherwise defined herein, shall have the meanings ascribed thereto
in the Agreement.
WHEREAS,
the Investment Company has entered into the Agreement with the Company;
and
WHEREAS,
Investment Company and Company wish to amend the Agreement on the terms and
conditions set forth herein.
NOW,
THEREFORE, in consideration of the premises and mutual covenants herein
contained, and intending to be legally bound hereby, the parties hereto agree
as
follows:
1.
Amendment
to the Agreement.
The
Agreement is hereby amended by deleting Article 5 in its entirety and replacing
it with the following:
Article
5. Compensation.
The
Company shall not charge a fee for its services to the Funds rendered
hereunder.
2.
The
Amendments set forth herein shall become effective as to each Fund as of the
date of initial investment by a portfolio of Federated Managed Pool Series
in
such Fund.
3.
No
Other Amendments.
Except
as expressly amended hereby, the Agreement shall continue in full force and
effect in accordance with its terms.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
in
their names and on their behalf by and through their duly authorized officers,
as of the day and year first above written.
FEDERATED
CORE TRUST,
on behalf of its
portfolios,
Federated Mortgage Core Portfolio
and
High Yield Bond Portfolio
By:
/s/
Xxxx X.
Xxxxxx
Name:
Xxxx X. Xxxxxx
Title:
President
FEDERATED
ADMINISTRATIVE SERVICES
By:
Xxxxxxxx X. Xxxxxxx,
III
Name:
Xxxxxxxx X. Xxxxxxx, III
Title:
President
Agreement
for Administrative Services
EXHIBIT
1
This
contract is for federated funds only.
(revised
as of 9/17/07)
|
CONTRACT
DATE
|
INVESTMENT
COMPANY
|
|
11/1/03
|
Federated
World Investment Series, Inc.
|
|
11/1/03
|
Federated
International Capital Appreciation Fund
|
|
11/1/03
|
Class
A Shares
|
|
11/1/03
|
Class
B Shares
|
|
11/1/03
|
Class
C Shares
|
|
11/1/03
|
Federated
International High Income Fund
|
|
11/1/03
|
Class
A Shares
|
|
11/1/03
|
Class
B Shares
|
|
11/1/03
|
Class
C Shares
|
|
5/29/07
|
Class
F Shares
|
|
11/1/03
|
Federated
International Small Company Fund
|
|
11/1/03
|
Class
A Shares
|
|
11/1/03
|
Class
B Shares
|
|
11/1/03
|
Class
C Shares
|
|
11/1/03
|
Federated
International Value Fund
|
|
11/1/03
|
Class
A Shares
|
|
11/1/03
|
Class
B Shares
|
|
11/1/03
|
Class
C Shares
|
