Exhibit (h) (i) under Form N-1A
Exhibit 10 under Item 601/ Reg. S-K
AGREEMENT
for
ADMINISTRATIVE 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 (the
"Investment Company"), a Delaware business trust having its principal
office and place of business at 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX
00000-0000. The 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. The 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 interests
("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
administrator to provide the Administrative Services described in this
Agreement either exclusively or in conjunction with one or more
co-administrators or sub-administrators, and Federated desires to provide
such services in return for the compensation identified in this Agreement
and the related Administrative Services Fee Exhibit;
WHEREAS, Federated and the Investment Company propose to enter into a
Sub-Administrative Services Agreement with CB Capital Management, Inc.
("Citizens") under which Citizens will provide certain sub-administrative
services and for which the Investment Company will compensate Citizens;
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 Administrator.
The Investment Company appoints Federated as Administrator, and
Federated accepts such appointment under the terms of this Agreement.
Article 2. Federated's Duties as Administrator.
In accordance with Proper Instructions (as defined hereafter) from the
Investment Company, Federated 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. In all cases, Federated shall remain subject to the supervision and
control of the Investment Company's Board of Trustees ("Board"). Federated
shall exclusively or in conjunction with any other Fund administrator:
A. prepare, file, and maintain the Investment Company's governing
documents and any amendments thereto, including the Declaration of
Trust (which has already been prepared and filed) and By-laws
(collectively, the "Charter Documents"), and minutes of Board and
Fund shareholder meetings;
B. prepare and file with the Securities and Exchange Commission ("SEC")
and the appropriate state securities authorities: (i) 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"); (ii) reports to regulatory authorities
and Fund shareholders; (iii) routine proxy statements; and (iv) such
other documents necessary for the Investment Company to continuously
offer its shares unless the Investment Company has directed another
service provider to be responsible for such document preparation and
filing;
C. prepare, negotiate, and administer contracts on behalf of the
Investment Company with, among others, the Investment Company's
investment advisers, sub-investment advisers, fund accountants,
custodians, and distributors, subject to any applicable restrictions
of the Board or the 1940 Act;
D. coordinate the layout and printing of Prospectuses and other
publicly disseminated reports;
E. perform internal audit examinations in accordance with a charter to
be adopted by the Parties;
F. assist with the design, development, and operation of the Investment
Company;
G. provide individuals reasonably acceptable to the Board for
nomination, appointment, or election as Investment Company officers,
who will manage certain of the Investment Company's affairs as
determined by the Board;
H. consult with the Investment Company, its Board, and any other
administrators on matters concerning the Investment Company and its
affairs;
I. perform periodic oversight of the Investment Company's custodian and
fund accountant in the maintenance of each Fund's general ledger and
in the preparation of each Fund's financial statements, including
oversight of expense accruals and payments, of the determination of
each Fund's net asset value and of the declaration and payment of a
Fund's dividends and other shareholder distributions; and
J. oversee calculation of performance data of each Fund for dissemination
to information services covering the investment company industry.
The foregoing, along with any additional services that Federated shall
agree in writing to perform for the Investment Company under this
Agreement, shall hereafter be referred to as "Administrative Services."
Federated's oversight of other service providers (including the custodian
and fund accountant as noted above) shall not create any liability of
Federated for errors or omissions of these service providers in performing
their functions.
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 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 Administrative 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 Administrative Services Fee
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 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), envelopes,
travel, duplicating, supplies, microfiche, disaster recovery, and expenses
incurred at the specific direction of the Fund. 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 Administrative 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 Administrative 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 Charter Documents;
(2) A copy of the Board resolution authorizing this Agreement;
(3) A copy of each Fund's Prospectus.
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 an administrator 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 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 distribution
of a Fund's offering document and its Registration Statement and for
complying with all applicable requirements of the Internal Revenue Code,
and any other laws, rules and regulations of government authorities having
jurisdiction.
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 gross 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 Administrative Services with
Federated Administrative Services, a wholly-owned subsidiary of
Federated, or with any other subsidiary owned or controlled by
Federated Investors, Inc. 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,
transfer agent, or 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 from advisers, sub-advisers, custodian,
fund accountant, transfer agent, administrator other
than Federated, 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
(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 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 12A. from liability for any act or omission resulting from
Federated's willful misfeasance, bad faith, gross 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 Federated and its agents or
subcontractors 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.
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.
In addition, this Agreement shall terminate with respect to the
Investment Company or to a Fund upon the transfer of substantially all of
the assets of the Investment Company or such Fund, as the case may be, to
one or more investment companies advised by any subsidiary owned or
controlled by Federated Investors, Inc.
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, XX 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: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
FEDERATED SERVICES COMPANY
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
INVESTMENT COMPANY EXHIBIT
Contract Date Golden Oak(R) Family of Funds
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, 2002 Golden Oak(R) Michigan 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
ADMINISTRATIVE SERVICES FEE EXHIBIT
The Investment Company agrees to pay and Federated hereby agrees to
accept as full compensation for its Administrative Services under this
Agreement an administrative fee at the following annual rate:
Fee Rate Average Daily Net Assets of the Funds
.125% on the first $400 million
.100% on the next $250 million
.075% on assets in excess of $650 million
There is a minimum annual fee of $50,000 per Fund, and $10,000 for each
additional Share Class created after the date of this Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Administrative
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: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
FEDERATED SERVICES COMPANY
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
