Exhibit 9v under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SHAREHOLDER SERVICES AGREEMENT
(AMENDED AND RESTATED)
AGREEMENT made as of the 1st day of October, 1996, and amended and restated the
29th day of October, 1997, by and between those portfolios listed on Exhibit 1,
as may be amended from time to time, having their principal office and place of
business at 2 World Financial Center, Building B, 25th Floor, New York, New York
10281-1198 and who have approved this form of Agreement (individually referred
to herein as a "Fund" and collectively as "Funds") and Federated Shareholder
Services Company, a Delaware business trust, having its principal office and
place of business at Federated Investors Tower, Pittsburgh, Pennsylvania
15222-3779 ("FSS"). 1. The Funds hereby appoint FSS to render or cause to be
rendered personal services to shareholders of the Funds and/or the maintenance
of accounts of shareholders of the Funds ("Services"). In addition to providing
Services directly to shareholders of the Funds, FSS is hereby appointed the
Funds' agent to select, negotiate and subcontract for the performance of
Services. FSS hereby accepts such appointments. FSS agrees to provide or cause
to be provided Services which, in its best judgment (subject to supervision and
control of the Funds' Board of Directors, as applicable), are necessary or
desirable for shareholders of the Funds. FSS further agrees to provide the
Funds, upon request, a written description of the Services which FSS is
providing hereunder. 2. During the term of this Agreement, each Fund will pay
FSS and FSS agrees to accept as full compensation for its services rendered
hereunder a fee at an annual rate, calculated daily and payable monthly, up to
0.25% of 1% of average net assets of each Fund. For the payment period in which
this Agreement becomes effective or terminates with respect to any Fund, there
shall be an appropriate proration of the monthly fee on the basis of the number
of days that this Agreement is in effect with respect to such Fund during the
month. To enable the Funds to comply with an applicable exemptive order, FSS
represents that the fees received pursuant to this Agreement will be disclosed
to and authorized by any person or entity receiving Services, and will not
result in an excessive fee to FSS. 3. This Agreement shall continue in effect
for one year from the date of its execution, and thereafter for successive
periods of one year, provided, however, that either party may terminate this
Agreement upon one hundred twenty (120) days written notice. 4. Notwithstanding
paragraph 3, this Agreement may be terminated as follows:
(a) at any time, without the payment of any penalty, by the vote of a
majority of the Independent Board Members of any Fund or by a vote
of a majority of the outstanding voting securities of any Fund as
defined in the Investment Company Act of 1940 on sixty (60) days'
written notice to the parties to this Agreement;
(b) automatically in the event of the Agreement's assignment as defined
in the Investment Company Act of 1940; and
(c) by any party to the Agreement without cause by giving the other
party at least sixty (60) days' written notice of its intention to
terminate.
5. FSS agrees to obtain any taxpayer identification number certification from
each shareholder of the Funds to which it provides Services that is required
under Section 3406 of the Internal Revenue Code, and any applicable Treasury
regulations, and to provide each Fund or its designee with timely written notice
of any failure to obtain such taxpayer identification number certification in
order to enable the implementation of any required backup withholding. 6. FSS
shall not be liable for any error of judgment or mistake of law or for any loss
suffered by any Fund in connection with the matters to which this Agreement
relates, except a loss resulting from willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement. FSS shall be
entitled to rely on and may act upon advice of counsel (who may be counsel for
such Fund) on all matters, and shall be without liability for any action
reasonably taken or omitted pursuant to such advice. Any person, even though
also an officer, trustee, partner, employee or agent of FSS, who may be or
become a member of such Fund's Board, officer, employee or agent of any Fund,
shall be deemed, when rendering services to such Fund or acting on any business
of such Fund (other than services or business in connection with the duties of
FSS hereunder) to be rendering such services to or acting solely for such Fund
and not as an officer, trustee, partner, employee or agent or one under the
control or direction of FSS even though paid by FSS. This Section 6 shall
survive termination of this Agreement. 7. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which an enforcement of the change, waiver,
discharge or termination is sought. 8. FSS is expressly put on notice of the
limitation of liability and agrees that the obligations assumed by each such
Fund pursuant to this Agreement shall be limited in any case to such Fund and
its assets and that FSS shall not seek satisfaction of any such obligations from
the shareholders of such Fund, the Directors, Officers, Employees or Agents of
such Fund, or any of them. 9. The execution and delivery of this Agreement have
been authorized by the Trustees of FSS and signed by an authorized officer of
FSS, 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 FSS, but bind only the trust property of FSS as provided in the
Declaration of Trust of FSS. 10. Notices of any kind to be given hereunder shall
be in writing (including facsimile communication) and shall be duly given if
delivered to any Fund and to such Fund at the following address: 2 World
Financial Center, Building B, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 and if
delivered to FSS at Federated Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000-0000,
Attention: President. 11. 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. If any provision of this Agreement
shall be held or made invalid by a court or regulatory agency decision, statute,
rule or otherwise, the remainder of this Agreement shall not be affected
thereby. Subject to the provisions of Sections 3 and 4, hereof, this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors and shall be governed by Pennsylvania law; provided,
however, that nothing herein shall be construed in a manner inconsistent with
the Investment Company Act of 1940 or any rule or regulation promulgated by the
Securities and Exchange Commission thereunder. 12. This Agreement may be
executed by different parties on separate counterparts, each of which, when so
executed and delivered, shall be an original, and all such counterparts shall
together constitute one and the same instrument. 13. This Agreement shall not be
assigned by any party without the prior written consent of FSS in the case of
assignment by any Fund, or of the Funds in the case of assignment by FSS, except
that any party may assign to a successor all of or a substantial portion of its
business to a party controlling, controlled by, or under common control with
such party. Nothing in this Section 14 shall prevent FSS from delegating its
responsibilities to another entity to the extent provided herein. IN WITNESS
WHEREOF, the parties hereto have caused this instrument to be executed by their
officers designated below as of the day and year first above written.
BATTERY PARK FUNDS, INC.
By: /S/ XXXXX X. XXXXXX
Name: Xxxxx X. Xxxxxx
Title: Treasurer
FEDERATED SHAREHOLDER SERVICES
By: /S/ XXXXX X. XXXXXX
Name: Xxxxx X. Xxxxxx
Title: Vice President
EXHIBIT 1
SHAREHOLDER SERVICES AGREEMENT
Battery Park High Yield Fund
Class A Shares
