SERVICES AGREEMENT
Exhibit
(h)(13) on Form N-1A
Exhibit
(10) Under Item 601/REG. S-K
THIS
AGREEMENT, dated and effective as of January 1, 2004 (this “Agreement”) between
FEDERATED INVESTMENT MANAGEMENT COMPANY, a Delaware statutory trust (the
“Adviser”), and FEDERATED ADVISORY SERVICES COMPANY, a Delaware statutory trust
(“FASC”),
WITNESSETH:
WHEREAS,
the Adviser serves pursuant to advisory or subadvisory agreements (“Advisory
Agreements”) as investment advisor or subadvisor to investment companies
registered under the Investment Company Act of 1940 (the “1940 Act”) and/or
separate accounts not required to be so registered (collectively, “Accounts”);
and
WHEREAS,
the Adviser desires to engage FASC to provide certain services to Adviser in
connection with the services to be provided by the Adviser under the Advisory
Agreements;
NOW,
THEREFORE, the parties hereto, intending to be legally bound, agree as
follows:
1. Services. FASC
agrees to provide to the Adviser the services indicated in Exhibit A to this
Agreement (the “Services”).
2. Fees. For
its Services under this Agreement, Adviser agrees to pay FASC the Services Fees
calculated and payable in accordance with Exhibit B to this
Agreement.
3. Records. FASC
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 and the rules thereunder, as the same
may be amended from time to time, pertaining to the Services performed by it and
not otherwise created and maintained by another party. Where
applicable, such records shall be maintained by FASC for the periods and in the
places required by Rule 31a-2 under the 1940 Act. The books and
records pertaining to any Account which are in the possession of FAS shall be
the property of such Account. The Account, or its owners or
authorized representatives, shall have access to such books and records at all
times during FASC's normal business hours. Upon reasonable request,
copies of any such books and records shall be provided promptly by FASC to the
Account or the Account's owners or authorized representatives.
4. Limitation of Liability and
Indemnification.
(a) FASC
shall not be responsible for any error of judgment or mistake of law or for any
loss suffered by the Advisor or any Account in connection with the matters to
which this Agreement relates, except a loss resulting from willful malfeasance,
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.
(b) The
Adviser shall indemnify FASC and shall hold FASC harmless from and against any
liability to any Account or to any other person which may incurred by or
asserted against FASC for any action taken or omitted by it in performing the
Services in accordance with the above standards, and any expenses (including the
reasonable fees and expenses of its counsel) which may be incurred by FASC in
investigating or defending itself against the assertion of any such
liability. FASC shall give prompt notice to the Adviser of the
assertion of any claim or liability which is reasonably likely to result in a
claim for indemnification under this Section; provided that the failure to give
such notice, or any delay in giving such notice, shall not lessen the obligation
of the Adviser to indemnify FASC except to the extent it results in actual
prejudice. The Adviser shall have the option, by notice to FASC, to
assume the defense of any claim which may be the subject of indemnification
hereunder. In the event such notice is given, the Adviser shall
assume the defense of the claim, and FASC shall cooperate with the Adviser in
such defense, subject to the obligation of the Adviser to reimburse FASC for the
expenses resulting therefrom. In the event Adviser gives notice that
it will assume the defense of any claim, the Adviser shall not be obligated to
indemnify FASC for any further legal or other expenses incurred in investigating
or defending such claim, except those incurred at the request of the Adviser or
its counsel. FASC shall in no event compromise or settle any claim
for which it may seek indemnification hereunder, except with the prior written
consent of the Adviser or unless the Adviser fails, within 30 days after notice
of the terms of such settlement, to notify FASC that it has assumed the defense
of such claim and will indemnify FASC for any liability resulting
therefrom.
(c) The
Adviser and FASC are each hereby expressly put on notice of the limitation of
liability set forth in the Declaration of Trust of the other
party. Each party agrees that the obligations of the other party
pursuant to this Agreement shall be limited solely to such party and its assets,
and neither party shall seek satisfaction of any such obligation from the
shareholders, trustees, officers, employees or agents of the other party, or any
of them.
5. Duration and
Termination.
(a) Subject
to the remaining provisions of this Section, the term of this Agreement shall
begin on the effective date first above written and shall continue until
terminated by mutual agreement of the parties hereto or by either party on not
less than 60 days’ written notice to the other party hereto.
(b) Notwithstanding
the foregoing, to the extent that the Services to be provided with respect to
any Account which is registered as an investment company under the 1940 Act
(herein referred to as a “registered investment company”) are services referred
to in the definition of “investment advisor” under Section 202(a)(11) of the
Investment Company Act of 1940 (herein referred to as “investment advisory
services”), then with respect to such Account, this Agreement:
(i) shall
not commence until the effective date of its approval by the board of directors
or trustees (“Board”) of such Account;
(ii) shall
continue from year to year thereafter, subject to the provisions for termination
and all other terms and conditions hereof, only if such continuation shall be
specifically approved at least annually by a majority of the Board, including a
majority of the members of the Board who are not parties to this Agreement or
interested persons of any such party (other than as members of the Board) cast
in person at a meeting called for that purpose;
(iii) may
be terminated at any time without the payment of any penalty by the Board or by
a vote of a majority of the outstanding voting securities (as defined in Section
2(a)(42) of the 0000 Xxx) of the Account on 60 days’ written notice to the
Adviser;
(iv) shall
automatically terminate in the event of (A) its assignment (as defined in the
0000 Xxx) or (B) termination of the Advisory Agreement for any reason
whatsoever.
6. Amendment. This
Agreement may be amended at any time by mutual written agreement of the parties
hereto; provided, however, that no Amendment to this Agreement shall be
effective with respect to any investment advisory services to be provided to any
Account which is registered investment company unless, to the extent required by
Section 15(a)(2) of the 1940 Act, such amendment has been approved both by the
vote of a majority of the Board of the Account, including a majority of the
members of the Board who are not parties to this Agreement or interested persons
of any such party (other than as members of the Board), cast in person at a
meeting called for that purpose and, where required by Section 15(a)(2) of the
1940 Act, on behalf of the Account by a majority of the outstanding voting
securities of such Account as defined in Section 2(a)(42) of the 1940
Act.
7. Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
8. Section Headings;
Counterparts. The underlined Section headings in this
Agreement are for convenience of reference only and shall not affect its
construction or interpretation. This Agreement may be executed in one
or more counterparts, each of which will be deemed to be an original copy of
this Agreement and all of which, when taken together, will be deemed to
constitute one and the same agreement.
IN
WITNESS WHEREOF, the parties hereto, through their duly authorized officers,
have executed this Agreement as of the effective date first above
written.
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FEDERATED
INVESTMENT MANAGEMENT COMPANY
By: /s/ G. Xxxxxx
Xxxxxxxxx
Name:G.
Xxxxxx Xxxxxxxxx
Title: Vice
President
|
FEDERATED
ADVISORY SERVICES COMPANY
By: /s/ Xxxxx X.
Xxxxxxxxx
Name: Xxxxx
X. Xxxxxxxxx
Title: President
|
EXHIBIT
A
DESCRIPTION
OF SERVICES
The
following are the categories of Services to be provided by FASC to the Adviser
pursuant to the Agreement:
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1.
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Performance
attribution. Performance attribution enables portfolio
managers and senior management to identify the specific drivers behind
each portfolio’s performance. Performance attribution analysts
are responsible for data integrity, creation of attribution reports and
maintenance of attribution models.
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|
2.
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Administration and Risk
Management. Employees of Federated Advisory Services
Company provide support to portfolio managers and other employees of
affiliated advisers. Such services may include development of
risk management programs, production of portfolio and compliance reports
for clients and/or fund Boards, completion of required broker and custody
documentation, development and documentation of operational procedures,
coordination of proxy voting activities, on-site support of hardware and
software, etc.
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Categories
1 and 2 above shall not be treated as “investment advisory services” for
purposes of Section 5(b) of the Agreement.
EXHIBIT
B
CALCULATION
AND PAYMENT OF SERVICES FEES
For each
Category of Services referenced in Exhibit A, Adviser shall pay FASC a Services
Fee, payable monthly in arrears, determined according to the following
formula:
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Services
Fee
|
=
|
Cost
of Services
|
x
|
Adviser’s Assets under
Management
Total
Assets Under Management
|
x
|
(1
+ Applicable Margin)
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Where:
“Cost of
Services” is FASC’s total Operating Costs incurred in providing the applicable
Category of Services during the month to all investment advisers for which FASC
provides that Category of Services.
“Adviser’s
Assets under Management” is the total average assets under management for the
month for all Accounts or portions thereof for which the Adviser acts as
investment adviser or subadvisor and which utilize the Category of
Services.
“Total
Assets under Management” is the total average assets under management for the
month for all Accounts or portions thereof for which all investment advisers
(including the Adviser) to which FASC provides that Category of Services act as
investment adviser or subadviser and which utilize the Category of
Services.
“Applicable
Margin” is 0.10.
“Operating
Costs” means all operating expenses and non-operating expenses of FASC for the
cost center(s) providing the applicable Category of Services.
LIMITED POWER OF
ATTORNEY
KNOW ALL
MEN BY THESE PRESENTS, dated as of January 1, 2004, that FEDERATED INVESTMENT MANAGEMENT
COMPANY, a statutory trust duly organized under the laws of the State of
Delaware (the “Adviser”), does hereby nominate, constitute and appoint FEDERATED ADVISORY SERVICES
COMPANY, a statutory trust duly organized under the laws of the State of
Delaware ("FASC"), to act hereunder as the true and lawful agent and
attorney-in-fact of the Adviser, acting on behalf of each of the funds or
accounts for which Adviser acts as investment adviser or subadviser shown on
Schedule 1 attached hereto and incorporated by reference herein (each such fund
or account being hereinafter referred to as a "Fund" and collectively as the
"Funds"), for the specific purpose of executing and delivering all such
agreements, instruments, contracts, assignments, bond powers, stock powers,
transfer instructions, receipts, waivers, consents and other documents, and
performing all such acts, as Adviser, or FASC acting as agent for the Adviser
pursuant to the Services Agreement dated as of January 1, 2004 between the
Adviser and FASC (such agreement, as may be amended, supplemented or otherwise
modified from time to time is hereinafter referred to as the “Services
Agreement”), may deem necessary or reasonably desirable, related to the
acquisition, disposition and/or reinvestment of the funds and assets of a Fund
in accordance with Adviser's supervision of the investment, sale and
reinvestment of the funds and assets of each Fund pursuant to the authority
granted to the Adviser as investment adviser or subadviser of each Fund under
the Adviser’s investment advisory or subadvisory contract for such Fund (such
investment advisory or subadvisory contract, as may be amended, supplemented or
otherwise modified from time to time is hereinafter referred to as the
"Investment Advisory Contract").
The
Adviser hereby ratifies and confirms as good and effectual, at law or in equity,
all that FASC, and its officers and employees, may do by virtue
hereof. However, despite the above provisions, nothing herein
shall be construed as imposing a duty on FASC to act or assume responsibility
for any matters referred to above or other matters even though FASC may have
power or authority hereunder to do so. Nothing in this Limited Power
of Attorney shall be construed (i) to be an amendment or modifications of, or
supplement to, the Investment Advisory Contract, (ii) to amend, modify, limit or
denigrate any duties, obligations or liabilities of the Adviser under the terms
of the Investment Advisory Contract or (iii) exonerate, relieve or release
the Adviser from any losses, obligations, penalties, actions, judgments and
suits and other costs, expenses and disbursements of any kind or nature
whatsoever which may be imposed on, incurred by or asserted against the Adviser
(x) under the terms of the Investment Advisory Contract or (y) at law, or in
equity, for the performance of its duties as the investment adviser or
subadviser of any of the Funds.
The
Adviser hereby agrees to indemnify and save harmless FASC and its trustees,
officers and employees (each of the foregoing an "Indemnified Party" and
collectively the "Indemnified Parties") against and from any and all losses,
obligations, penalties, actions, judgments and suits and other costs, expenses
and disbursements of any kind or nature whatsoever which may be imposed on,
incurred by or asserted against an Indemnified Party, other than as a
consequence of gross negligence or willful misconduct on the part of an
Indemnified Party, arising out of or in connection with this Limited Power of
Attorney or any other agreement, instrument or document executed in connection
with the exercise of the authority granted to FASC herein to act on behalf of
the Adviser, including without limitation the reasonable costs, expenses and
disbursements in connection with defending such Indemnified Party against any
claim or liability related to the exercise or performance of any of FASC's
powers or duties under this Limited Power of Attorney or any of the other
agreements, instruments or documents executed in connection with the exercise of
the authority granted to FASC herein to act on behalf of the Adviser, or the
taking of any action under or in connection with any of the
foregoing. The obligations of the Adviser under this paragraph shall
survive the termination of this Limited Power of Attorney with respect to
actions taken by FASC on behalf of the Adviser during the term of this Limited
Power of Attorney.
Any
person, partnership, corporation or other legal entity dealing with FASC in its
capacity as attorney-in-fact hereunder for the Adviser on behalf of any Fund is
hereby expressly put on notice that FASC is acting solely in the capacity as an
agent of the Adviser as agent for the Fund and that any such person,
partnership, corporation or other legal entity must look solely to the Fund in
question for enforcement of any claim against the Fund, as FASC assumes no
personal liability whatsoever for obligations of the Fund entered into by FASC
in its capacity as attorney-in-fact for the Adviser.
Each
person, partnership, corporation or other legal entity which deals with a Fund
through FASC in its capacity as agent and attorney-in-fact of the Adviser, is
hereby expressly put on notice (i) that all persons or entities dealing with the
Fund must look solely to the assets of the Fund on whose behalf FASC is acting
pursuant to its powers hereunder for enforcement of any claim against the Fund,
as the trustees, officers and/or agents of such Fund, the shareholders of the
various classes of shares of the Fund, and the other Funds of the trust or
corporation of which a Fund may be a series, assume no personal liability
whatsoever for obligations entered into on behalf of such Fund, and (ii) that
the rights, liabilities and obligations of any one Fund are separate and
distinct from those of any other Fund.
The
execution of this Limited Power of Attorney by the Adviser acting on behalf of
the several Funds shall not be deemed to evidence the existence of any express
or implied joint undertaking or appointment by and among any or all of the
Funds. Liability for or recourse under or upon any undertaking of
FASC pursuant to the power or authority granted to FASC under this Limited Power
of Attorney under any rule of law, statute or constitution or by the enforcement
of any assessment or penalty or by legal or equitable proceedings or otherwise
shall be limited only to the assets of the Fund on whose behalf FASC was acting
pursuant to the authority granted hereunder.
The
Adviser hereby agrees that no person, partnership, corporation or other legal
entity dealing with FASC shall be bound to inquire into FASC's power and
authority hereunder and any such person, partnership, corporation or other legal
entity shall be fully protected in relying on such power or authority unless
such person, partnership, corporation or other legal entity has received prior
written notice from the Adviser that this Limited Power of Attorney has been
revoked. This Limited Power of Attorney shall be revoked and
terminated automatically upon the cancellation or termination of the Services
Agreement or as to any Fund upon the cancellation or termination of the
Adviser’s Investment Advisory Contract for such Fund. Except as
provided in the immediately preceding sentence, the powers and authorities
herein granted may be revoked or terminated by the Adviser at any time provided
that no such revocation or termination shall be effective until FASC has
received actual notice of such revocation or termination in writing from the
Adviser.
This
Limited Power of Attorney constitutes the entire agreement between the Adviser
and FASC and may be changed only by a writing signed by both of them,
except that the Adviser may at any time change the list of Funds to which this
Limited Power of Attorney relates by executing and delivering to FASC a later
dated version of Schedule 1. This Limited Power of Attorney shall
bind and benefit the respective successors and assigns of the Adviser and FASC;
provided, however, that FASC shall have no power or authority hereunder to
appoint a successor or substitute attorney in fact for the Adviser or any
Fund.
This
Limited Power of Attorney shall be governed and construed in accordance with the
laws of the Commonwealth of Pennsylvania without reference to principles of
conflicts of laws. If any provision hereof, or any power or authority
conferred upon FASC herein, would be invalid or unexercisable under applicable
law, then such provision, power or authority shall be deemed modified to the
extent necessary to render it valid or exercisable while most nearly preserving
its original intent, and no provision hereof, or power or authority conferred
upon FASC herein, shall be affected by the invalidity or the non-exercisability
of another provision hereof, or of another power or authority conferred
herein.
This
Limited Power of Attorney may be executed in as many identical counterparts as
may be convenient and by the different parties hereto on separate
counterparts. This Limited Power of Attorney shall become binding on
the Adviser when the Adviser shall have executed at least one counterpart and
FASC shall have accepted its appointment by executing this Limited Power of
Attorney. Immediately after the execution of a counterpart original
of this Limited Power of Attorney and solely for the convenience of the parties
hereto, the Adviser and FASC will execute sufficient counterparts so that FASC
shall have a counterpart executed by it and the Adviser, and the Adviser shall
have a counterpart executed by the Adviser and FASC. Each counterpart
shall be deemed an original and all such taken together shall constitute but one
and the same instrument, and it shall not be necessary in making proof of this
Limited Power of Attorney to produce or account for more than one such
counterpart.
IN
WITNESS WHEREOF, the Adviser has caused this Limited Power of Attorney to be
executed by its duly authorized officer as of the date first written
above.
FEDERATED
INVESTMENT MANAGEMENT COMPANY
By: /s/ Xxxxx X.
Xxxxxxxxx
Name Xxxxx
X. Xxxxxxxxx
Title: President
Accepted
and agreed to this
January
1, 2004
FEDERATED
ADVISORY SERVICES COMPANY
By: /s/ G. Xxxxxx
Xxxxxxxxx
Name: G.
Xxxxxx Xxxxxxxxx
Title: Vice
President
Schedule
1
to
Limited Power of Attorney
dated as
of June 1, 2008
by FEDERATED INVESTMENT MANAGEMENT
COMPANY (the Adviser "),
acting on
behalf of each of the funds and accounts listed below, and
appointing
FEDERATED
ADVISORY SERVICES COMPANY
the
attorney-in-fact of the Adviser
List of Funds and
Accounts
Treasury
Cash Series II
