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Exhibit 8(b)
AGREEMENT
FOR
FUND ACCOUNTING SERVICES
AGREEMENT made as of April 1, 1997, 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 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx,
Xxxxxxxxxx 00000 (the "Investment Company"), on behalf of the portfolios
(individually referred to herein as a "Fund" and collectively as "Funds") of the
Investment Company, and FEDERATED SERVICES COMPANY, a Pennsylvania corporation,
having its principal office and place of business at Federated Tower, 0000
Xxxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 on behalf of itself and its
subsidiaries named herein (the "Company").
WHEREAS, the Investment Company is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), with authorized and issued shares of or beneficial interest
("Shares");
WHEREAS, the Investment Company desires to retain the Company as fund
accountant to provide fund accounting services (as herein defined) including
certain pricing, accounting and recordkeeping services for each of the Funds,
including any classes of shares issued by any Fund ("Classes") if so indicated
on Exhibit 1, 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:
SECTION ONE: FUND ACCOUNTING SERVICES
ARTICLE 1. APPOINTMENT.
The Investment Company hereby appoints the Company to provide fund
accounting services to the Funds, and/or the Classes, for the period and on the
terms set forth in this Agreement. The Company accepts such appointment and
agrees to furnish the services herein set forth in return for the compensation
as provided in Article 3 of this Section.
ARTICLE 2. THE COMPANY'S DUTIES.
Subject to the supervision and control of the Investment Company's Board of
Trustees ("Board") and that of Xxxxxxx Xxxxxx Investment Management Company
("CSIM"), the Company will perform the following specific services for the
Investment Company, and/or the Funds, and/or the Classes.
A. Value the assets of the Funds in accordance with the procedures of the
Investment Company in effect from time to time and delivered to the
Company, and in accordance with any Proper Instructions (as defined
below) received by the Company from CSIM or the Funds, and the
prospectus and statement of additional information of the Investment
Company in effect from time to time (the "Prospectus") The Company's
obligation with regard to the prices received from outside pricing
services and designated brokers or any other outside source, is to
exercise reasonable care in the supervision of the pricing agent. The
Company is not the guarantor of the securities prices received from
such agents and the Company is not liable to the Fund for errors in
valuing a Fund's assets or calculating the net asset value per share
of such Fund or Class to the extent the errors result from erroneous
information provided by such agents. The Company will provide daily to
CSIM by 7:00 p.m. via fax, the securities prices used in calculating
the net asset value of each Fund, for its use in preparing exception
reports for those prices on which CSIM has a comment. Further, upon
receipt of the exception reports generated by CSIM, the Company will
diligently pursue communication regarding exception reports with the
designated pricing agents;
B. Determine the net asset value per share of each Fund and/or Class by
7:00 p.m. each business day;
C. Calculate the net income of each of the Funds, if any;
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D. Calculate realized capital gains or losses of each of the Funds
resulting from sale or disposition of assets, if any;
E. Maintain the general ledger and other accounts, books and financial
records of the Investment Company, including for each Fund, and/or
Class, as required under Section 31(a) of the 1940 Act and the Rules
thereunder in connection with the services provided by the Company;
F. Preserve for the periods prescribed by Rule 31a-2 under the 1940 Act
the records to be maintained by Rule 31a-1 under the 1940 Act in
connection with the services provided by the Company. The Company
further agrees that all such records it maintains for the Investment
Company are the property of the Investment Company and further agrees
to surrender at the Company's office promptly to the Investment
Company such records upon the Investment Company's request; and
G. Those enhanced accounting services attached hereto as Exhibit 2 as may
be amended from time to time. The foregoing, along with any additional
services mutually agreed upon in writing by the parties, shall
hereafter be referred to as "Fund Accounting Services."
ARTICLE 3. COMPENSATION AND ALLOCATION OF EXPENSES.
A. Each Fund will compensate the Company for Fund Accounting Services in
accordance with the fees agreed upon from time to time between the
parties hereto, as indicated on Schedule A attached hereto. Such fees
do not include: the Company's monthly base charge to cover the cost of
its pricing operations; or, third-party pricing service charges and
other out-of-pocket expenses of the Company. Each Fund will pay the
Company the monthly base charge for pricing operations in accordance
with the fee agreed upon from time to time between the parties hereto,
as indicated on Schedule A attached hereto. In addition, each Fund
shall reimburse the Company for reasonable out-of-pocket expenses
incurred by the Company. Other out-of-pocket expenses shall include
the items identified as such on Schedule A, and other items as may be
agreed upon by the parties from time to time, but will not include
legal fees or expenses unless agreed to in advance by the Fund.
B. In addition to the fees for Fund Accounting Services, the monthly base
charge for pricing operations, third-party pricing service charges,
and other out-of-pocket disbursements set forth in Article 3.A. above,
each Fund, and not the Company, shall bear the cost of: custodial
expenses; membership dues in the Investment Company Institute or any
similar organization; transfer agency expenses; investment advisory
expenses; costs of printing and mailing stock certificates,
Prospectuses, shareholder reports and notices; Fund administrative
expenses; interest on borrowed money; brokerage commissions; taxes and
fees payable to federal, state and other governmental agencies; fees
of Trustees of the Investment Company; independent auditors expenses;
Fund legal and audit department expenses (of a nature specifically
agreed to by the Investment Company); law firm expenses incurred by
the Investment Company; Fund organizational expenses; or other
expenses not specified in this Article 3 incurred by the Funds and/or
Classes.
C. The Fund Accounting Services fees, pricing charges, other
out-of-pocket expenses, and items as identified in Article 3.B.,
attributable to the Fund, shall be accrued by the Fund, billed and
shall be paid to the Company in accordance with Schedule A attached
hereto. The Company will maintain detailed information about the
compensation and allocated expenses described in Article 3.A. and 3.B.
by Fund and Class.
D. Any schedule of compensation agreed to hereunder, as may be adjusted
from time to time, shall be dated and signed by a duly authorized
officer of the Investment Company and a duly authorized officer of the
Company.
E. The fee for the period from the date Fund Accounting Services are
first provided under this Agreement with respect to a Fund or a Class
to the end of the initial month shall be prorated according to the
proportion that such period bears to the full month period. Upon any
termination of this Agreement before the end of any month, the fee for
such period shall be prorated according to the proportion which
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such period bears to the full month period. For purposes of
determining fees payable to the Company, the value of the Fund's net
assets shall be computed at the time and in the manner specified in
the Fund's Prospectus.
F. The Company, in its sole discretion, may from time to time subcontract
to, employ or associate with itself such person or persons as the
Company may believe to be particularly suited to assist it in
performing Fund Accounting Services (e.g. pricing vendors, computer
systems vendors, etc.). Such person or persons may be affiliates of
the Company, third-party service providers, or they may be officers
and employees who are employed by both the Company and the Investment
Company; provided, however, that the Company shall be as fully
responsible to each Fund for the acts and omissions of any such
subcontractor as it is for its own acts and omissions. The
compensation of such person or persons shall be paid by the Company
and no obligation shall be incurred on behalf of the Investment
Company, the Funds, or the Classes in such respect. Notwithstanding
any provision in this Article 3.F to the contrary, the Company will
only provide the Fund Accounting Services listed on Exhibit 2 to the
Funds listed on Exhibit 1 through a subcontractor that is not an
affiliate, if CSIM has previously approved, in writing, the Company's
doing so.
SECTION TWO: GENERAL PROVISIONS.
ARTICLE 4. PROPER INSTRUCTIONS.
As used throughout this Agreement, a "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 there are
procedures in place to afford adequate safeguards for the Fund's assets.
Proper Instructions may only be amended in writing.
ARTICLE 5. ASSIGNMENT.
Except as provided in Article 3.F. and 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. 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 Fund Accounting Services
with Federated Administrative Services, a wholly-owned subsidiary of
the Company.
C. The Company shall upon Proper Instructions from the Investment Company
subcontract for the performance of Fund Accounting Services under this
Agreement with an agent selected by the Investment Company above;
provided, however, that the Company shall in no way be responsible to
the Investment Company for the acts and omissions of such agent. The
compensation of such agent shall be paid by the Investment Company and
no obligation shall be incurred on behalf of the Company in such
respect.
ARTICLE 6. DOCUMENTS.
A. In connection with the appointment of the Company under this
Agreement, the Investment Company shall file with the Company the
following documents:
(1) A copy of the Declaration of Trust and By-Laws of the
Investment Company and all amendments thereto;
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(2) A copy of the resolution of the Board authorizing this
Agreement; and
(3) A copy of the current Prospectus for each Fund.
B. The Fund will also furnish from time to time the following documents:
(1) Each Registration Statement filed with the SEC and
amendments thereof and orders relating thereto in effect
with respect to the sale of Shares of any Fund, and/or
Class;
(2) A certified copy of each amendment to the governing document
and the By-Laws of the Investment Company;
(3) Certified copies of each vote of the Board authorizing
officers to give Proper Instructions;
(4) Such other certificates, documents or opinions which the
Company may, in its reasonable discretion, deem necessary or
appropriate in the proper performance of its duties; and
(5) Revisions to the Prospectus of each Fund.
ARTICLE 7. REPRESENTATIONS AND WARRANTIES.
A. Representations and Warranties of the Company.
The Company represents and warrants to the Fund that:
(1) It is a corporation duly organized and 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, and in the Commonwealth of Pennsylvania;
(3) It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this
Agreement;
(4) All requisite corporate proceedings have been taken to
authorize it to enter into and perform its obligations under
this Agreement;
(5) It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties
and obligations under this Agreement; and
(6) It is in compliance with federal securities law requirements
and in good standing as an administrator and fund
accountant.
B. Representations and Warranties of the Investment Company.
The Investment Company represents and warrants to the Company that:
(1) It is an investment company duly organized and existing
under the laws of its state of organization;
(2) It is empowered under applicable laws and by its Declaration
of Trust and By-Laws to enter into and perform its
obligations under this Agreement;
(3) All corporate proceedings required by said Declaration of
Trust and By-Laws have been taken to authorize it to enter
into and perform its obligations under this Agreement;
(4) The Investment Company is an open-end investment company
registered under the 1940 Act; and
(5) A registration statement under the 1933 Act will be
effective, and appropriate state securities law filings have
been made and will continue to be made, with respect to all
Shares of each Fund being offered for sale.
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ARTICLE 8. STANDARD OF CARE AND INDEMNIFICATION.
A. Standard of Care.
The Company shall be held to a standard of reasonable care in
carrying out the provisions of this Contract.
B. Indemnification by Investment Company.
The Company shall not be responsible for and the Investment Company
shall, subject to the proviso set forth immediately after
sub-paragraph 8.B.(4) below including specifically the last sentence
of this Article 8.B., 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, reasonable counsel fees, payments, reasonable expenses, and
liabilities (collectively, "Losses") to the extent arising out of or
attributable to:
(1) The acts or omissions of any person or entity acting as
custodian, adviser, sub-adviser, transfer agent,
administrator or other party that the Investment Company or
Fund has instructed the Company to use and that is not an
affiliate of the Company, or a subcontractor appointed by the
Company under Article 3.F.
(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 and furnished by or on behalf of the
Fund, its shareholders or investors, otherwise than by
any person or entity that is an affiliate of the
Company, regarding the purchase, redemption or transfer
of Shares and shareholder account information;
(b) are received by the Company from independent pricing
services or sources for use in valuing the assets of the
Funds;
(c) are received by the Company or its agents or
subcontractors from agents of the Investment Company
other than affiliates of the Company, or from advisers,
sub-advisers or other third parties that the Investment
Company or Fund has instructed the Company to use ,
other than affiliates of the Company, in the performance
of services under this Agreement; or
(d) have been prepared and/or maintained by the Fund or its
affiliates or any other person or firm, other than
affiliates of the Company, or subcontractors appointed
by the Company under Article 3.F, on behalf of the
Investment Company.
(3) The reliance on, or the carrying out by the Company or its
agents or subcontractors of Proper Instructions of the
Investment Company or the 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 the Company shall not be protected by this
Article 8 from any Losses if and to the extent such Losses result
from any failure by the Company to exercise reasonable care in
carrying out any provision of this Agreement or from any negligence,
bad faith or willful misfeasance on the part of the Company or any of
its affiliates, agents or employees, including any subcontractor or
third party service provider to the Company other than those
subcontractors and/or third parties that are not affiliates of the
Company and that the Investment Company ,or its agents, or the Funds
have instructed the Company to use. In addition, under no
circumstances will the Investment Company or any Fund
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be liable for, or be required to indemnify the Company or any other
person against, any indirect, consequential, special, or speculative
damages or Losses of any kind.
C. Reliance.
At any time the Company may apply to any officer of the Investment
Company for instructions, and the Company shall be entitled to rely
on and may act upon such instructions, provided they constitute
Proper Instructions, and upon advice of counsel (such advice to be
approved by the Investment Company) on all matters relating to the
Fund Accounting Services provided by the Company under this
agreement, and may consult with such legal counsel 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 for any action reasonably taken or
omitted by it in good faith in reliance upon such instructions or
upon the opinion of such counsel provided such action is not in
violation of applicable federal or state laws or regulations.
D. Notification.
In order that the indemnification provisions contained in this
Article 8 shall apply, upon the assertion of a claim for which either
party may be required to indemnify the other, the party seeking
indemnification shall promptly notify the other party of such
assertion, and shall keep the other party advised with respect to all
developments concerning such claim. The Investment Company will be
entitled to participate at its own expense in the defense, or, if it
so elects, to assume the defense, of any suit or other proceeding
which might be the subject of the indemnification provided above. In
the event the Investment Company elects to assume the defense of any
such suit or other proceeding and retain such counsel, the Company or
any other person entitled to such indemnification, named as defendant
or defendants in the suit or other proceeding, may retain additional
counsel but shall bear the fees and expenses of such counsel unless
the Investment Company shall have specifically authorized the
retaining of such counsel.
ARTICLE 9. TERM AND TERMINATION OF AGREEMENT.
The period of service under this Agreement shall begin effective as of
April 1, 1997 and shall continue for a period of three (3) years until March 31,
2000 ("Term"). Thereafter, the Agreement will continue in effect, unless either
party provides 60 days prior written notice to the other of its intent to
terminate the Agreement with respect to any or all of the Funds. In the event,
however, of willful misfeasance, bad faith, negligence or reckless disregard of
its duties by the Company at any time during the term of this Agreement, the
Investment Company has the right to terminate the Agreement, with respect to any
or all of the Funds, immediately upon notice to the Company; provided however
that to the extent that the Investment Company's right under this sentence to
terminate the Agreement arises solely due to negligence, then the Investment
Company may terminate this Agreement only if the Company fails to eliminate such
negligence immediately upon demand from the Investment Company. If the Board
approves of a cure period, the Company shall take all commercially reasonable
steps promptly following such demand (but in any event within 30 days
thereafter) to preclude the recurrence of such negligence. If such negligence is
not cured within the 30 day period this Agreement shall terminate effective as
of the first day following the cure period. The termination date for all
original or after-added Funds which are, or become, a party to this Agreement
shall be coterminous. Funds that merge into another fund or dissolve during the
Term, shall cease to be a party on the effective date of such merger or
dissolution.
Should the Investment Company exercise its rights to terminate, all
reasonable out-of-pocket expenses associated with the delivery of records and
materials will be borne by the Investment Company or the appropriate Fund.
Additionally, the Company reserves the right to charge for any other reasonable
conversion expenses associated with such termination; provided however, that
such termination is not due to the Company's willful misfeasance, bad faith,
negligence or reckless disregard of its duties. In no event will the Company
delay, hinder, or refuse to perform any act necessary in connection with any
such conversion for any reason whatsoever, including without limitation any
reason relating to any dispute as to the amount of such expenses to
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be paid by the Investment Company, whether any such expenses are payable by the
Investment Company, or any similar matter. The provisions of Article 8 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. GOVERNING LAW.
This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the Commonwealth of Pennsylvania
without regard to principles of conflict of law.
ARTICLE 12. NOTICES.
Except as otherwise specifically provided herein, notices and other
writings delivered or mailed postage prepaid to the Investment Company at 000
Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, Attn: Xxxxxxx Xxxx, or to
the Company Federated Tower, 0000 Xxxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxxxxxx
00000-0000, Attn: Xxxxxxx X. Xxxx, or to such other address as the Investment
Company or the Company may hereafter specify, shall be deemed to have been
delivered upon receipt.
ARTICLE 13. COUNTERPARTS.
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original.
ARTICLE 14. 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 15. SUCCESSOR AGENT.
If a successor agent for the Investment Company shall be appointed by the
Investment Company, the Company shall upon termination of this Agreement deliver
to such successor agent at the office of the Company all properties of the
Investment Company held by it hereunder. If no such successor agent shall be
appointed, the Company shall at its office upon receipt of Proper Instructions
deliver such properties in accordance with such instructions.
ARTICLE 16. FORCE MAJEURE.
The Company shall have no liability for cessation of services hereunder or any
damages resulting therefrom to the Fund and/or 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; provided however that the power or mechanical failure,
communication disruption, or other impossibility of performance giving rise to
such cessation of services or damages was in fact beyond the reasonable control
of the Company.
ARTICLE 17. SEVERABILITY.
In the event any provision of this Agreement is held illegal, void or
unenforceable, the balance shall remain in effect.
ARTICLE 18. WARRANTY OF AUTHORIZATION.
The parties to this Agreement warrant that the execution and delivery of
this Agreement is lawful and duly authorized by each of them.
ARTICLE 19. FUND OBLIGATIONS.
The parties agree that, notwithstanding any other provision of this
Agreement: (i) the Investment Company is executing this Agreement on behalf of
each of the Funds separately, and this Agreement shall for all purposes be and
be deemed to be a separate Agreement between the Company and the Investment
Company on behalf of each Fund listed on Exhibit 1 as if only such Fund were
listed on such Exhibit; and (ii) the obligations of the Investment Company
arising under this Agreement shall only be obligations of the Fund in respect of
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which the obligations arise and shall not be the obligations of any other Fund
or of the Investment Company as a whole.
ARTICLE 20. TRUSTEE LIABILITY.
A copy of the Declaration of Trust of the Investment Company is on file
with the Secretary of The Commonwealth of Massachusetts, and notice is hereby
given that this Agreement (including exhibits and schedules) is executed on
behalf of the Trustees of the Investment Company as Trustees and not
individually and that the obligations of this instrument are not binding upon
any of the Trustees or shareholders individually but are binding only upon the
assets and property of the Fund in question.
ARTICLE 21. CONFIDENTIALITY.
The Company agrees to keep confidential all records of the Investment
Company and information relative to each Fund and its shareholders (past,
present and potential), unless the release of such records or information is
otherwise consented to, in writing, by a Fund. The Investment Company agrees
that such consent shall not be unreasonable withheld. The Investment Company
further agrees that, should the Company be required to provide such information
or records to duly constituted authorities (who may institute civil or criminal
contempt proceedings for failure to comply), the Company shall not be required
to seek the Investment Company's consent prior to disclosing such information,
but shall provide prior notice to the Company prior to such disclosure.
ARTICLE 22. COOPERATION WITH ACCOUNTANTS AND CUSTODIANS.
The Company shall cooperate with the Investment Company's independent
public accountants and custodians and shall take all reasonable action in the
performance of its obligations under this Agreement to ensure that the necessary
information is made available to such accountants and custodians for the
expression of their opinion or performance of their services, as required by the
Investment Company.
ARTICLE 23. DISASTER RECOVERY.
The Company shall enter into and shall maintain in effect with appropriate
parties one or more agreements making reasonable provision for emergency use of
electronic data processing equipment to the extent appropriate equipment is
available. In the event of equipment failure, the Company shall take all
commercially reasonable steps to minimize service interruptions, but shall have
not liability with respect thereto.
ARTICLE 24. COMPLIANCE WITH GOVERNMENT RULES AND REGULATIONS.
The Company undertakes to comply with all applicable requirements of
the 1933 Act, the 1934 Act, the 1940 Act, and any laws, rules and regulations of
governmental authorities having jurisdiction with respect to all duties to be
performed by the Company hereunder. Except as specifically set forth herein, the
Company assumes no responsibility for such compliance by any Fund.
(Space intentionally left blank.)
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ARTICLE 25. RECORDS.
The books and records pertaining to any Fund, which are in the possession
of the Company, shall be the property of the Investment Company. Such books and
records shall be prepared and maintained as required by the 1940 Act and other
applicable securities laws; rules and regulations. The Investment Company or any
of the Investment Company's authorized persons, shall have access to such books
and records at all times during the Company's normal business hours. Upon the
reasonable request of any Fund, copies of any such books and records shall be
provided by the Company to the Fund or to an authorized person of the Fund, at
the Fund's expense.
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 1)
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President &
Chief Operating Officer
FEDERATED SERVICES COMPANY
By: /s/ Xxxxxxx X. Xxxx
---------------------------------
Name: Xxxxxxx X. Xxxx
Title: Senior Vice President
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EXHIBIT 1
INVESTMENT COMPANIES
XXXXXX CAPITAL TRUST
Schwab Asset Director - High Growth Fund
Schwab Asset Director - Balanced Growth Fund
Schwab Asset Director - Conservative Growth Fund
Schwab International Index Fund
Schwab Small-Cap Index Fund
Schwab OneSource Portfolios - International
Schwab OneSource Portfolios - Growth Allocation
Schwab OneSource Portfolios - Balanced Allocation
SCHWAB ANNUITY PORTFOLIOS
Schwab Asset Director - High Growth Portfolio
INVESTMENT COMPANIES
(LISTED ON EXHIBIT 1)
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President &
Chief Operating Officer
FEDERATED SERVICES COMPANY
By: /s/ Xxxxxxx X. Xxxx
---------------------------------
Name: Xxxxxxx X. Xxxx
Title: Senior Vice President
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EXHIBIT 2
ENHANCED ACCOUNTING SERVICES
- Monthly diversification and short-short calculation
- Calculate total returns and yields including external distribution of the
information
- Assist in development of trial balances, statement of investments and
quarterly financial statements
- Coordinate annual audit with external auditors
- Maintain book/tax differences
- Calculate fund distribution for both excise and income taxes
- Perform calculations for N-SAR, 24F-2
INVESTMENT COMPANIES
(LISTED ON EXHIBIT 1)
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President &
Chief Operating Officer
FEDERATED SERVICES COMPANY
By: /s/ Xxxxxxx X. Xxxx
---------------------------------
Name: Xxxxxxx X. Xxxx
Title: Senior Vice President
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SCHEDULE A
FEES FOR FUND ACCOUNTING SERVICES/PRICING CHARGES/OTHER OUT-OF-POCKET EXPENSES
I. ANNUAL FEES FOR FUND ACCOUNTING SERVICES
ASSET BASED FEES:
Per Annum
---------
First $2,000,000,000 3.00 basis points
Next $2,000,000,000 2.00 basis points
Next $1,000,000,000 1.00 basis points
Next $5,000,000,000 0.75 basis points
Over $10,000,000,000 0.50 basis points
Additional Class of Shares $12,000
(Plus pricing charges and other out-of-pocket expenses)
ENHANCED ACCOUNTING SERVICES
With respect to those enhanced accounting services set forth on Exhibit 2,
the Funds shall pay to Company a .25 basis points per annum fee.
Note: The above fees will be calculated and paid on monthly based upon the
average net assets of the Funds, in aggregate, for which the Company is
providing Fund Accounting Services under this agreement.
NEW FUNDS
New Funds (i.e. Funds added to Exhibit 1 after the execution of
this Agreement) will be assessed an annual fee of $30,000 commencing on the
first business day of the fourth month that such new Fund has been serviced by
the Company
II. PRICING CHARGES
MONTHLY BASE PRICING CHARGE: $375 per month/fund
In addition, each Fund shall reimburse the Company for third-party
pricing service charges.
III. OTHER OUT-OF-POCKET EXPENSES
Other out-of-pocket expenses include the following: SAS70 audit
reports, postage (including overnight courier service), telephones,
telecommunication charges (including FAX), travel made at the client's request,
duplicating, forms, supplies, microfiche, computer access charges for client
specific interfaces, client specific system enhancements, access to the
shareholder recordkeeping system, security pricing services, variable rate
change notification services, paydown factor notification services. The Company
shall provide documentation supporting out-of-pocket expenses upon the
Investment Company's or CSIM's request.
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IV. PAYMENT
Payment of the fees for Fund Accounting Services, pricing charges, other
out-of-pocket expenses, and the expenses identified in Article 3.B is due thirty
days after the date of the invoice.
V. TERM OF SCHEDULE
The parties agree that this fee schedule shall become effective April 1,
1997 and will remain in effect until it is revised as a result of negotiations
initiated by either party; provided however, that the parties may agree to
review this fee schedule every twelve (12) months from the effective date of the
Agreement upon sixty days notice. If the parties have not agreed upon changes
during the 60 day notice period, this fee schedule will remain in effect.
INVESTMENT COMPANIES
(LISTED ON EXHIBIT 1)
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President &
Chief Operating Officer
FEDERATED SERVICES COMPANY
By: /s/ Xxxxxxx X. Xxxx
---------------------------------
Name: Xxxxxxx X. Xxxx
Title: Senior Vice President
13
