Exhibit 9(i) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
AMENDED AND RESTATED
SHAREHOLDER SERVICES AGREEMENT
THIS AGREEMENT, amended and restated as of the first day of
September, 1995, (originally made and enterered into as of the first
day of March, 1994), by and between those investment companies listed
on Exhibit 1, as may be amended from time to time, having their
principal office and place of business at Federated Xxxxxxxxx Xxxxx,
Xxxxxxxxxx, XX 00000-0000 and who have approved this form of Agreement
(individually referred to herein as a "Fund" and collectively as
"Funds") and Federated Shareholder Services, 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' Boards of Trustees or
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.
3. This Agreement shall continue in effect for one year from the
date of its execution, and thereafter for successive periods of
one year only if the form of this Agreement is approved at least
annually by the Board of each Fund, including a majority of the
members of the Board of the Fund who are not interested persons
of the Fund ("Independent Board Members") cast in person at a
meeting called for that purpose.
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 as
set forth in the Declaration of Trust of each Fund that is a
Massachusetts business trust and agrees that the obligations
assumed by each such Fund pursuant to this Agreement shall be
limited in any case to such Fund and its assets and that FSS
shall not seek satisfaction of any such obligations from the
shareholders of such Fund, the Trustees, Officers, Employees or
Agents of such Fund, or any of them.
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:
Federated Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000-0000, Attention:
President 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.
Investment
Companies (listed on Exhibit 1)
Attest: /S/XXXX X. XXXXXXXXX By: /S/XXXX X. XXXXXXX
Xxxx X. XxXxxxxxx Xxxx X. Xxxxxxx
Secretary Chairman
Federated Shareholder Services
Attest: /S/XXXX X. XXXXXXXXX By: /S/XXXX X. XXXXXXX
Secretary President
EXHIBIT 1
Federated Stock Trust
