Exhibit (h)iii under Form N-1A
Exhibit (10) under Item 601/Reg. S-K
Amendment #2 to EXHIBIT 1
to the Agreement for
Fund Accounting Services,
Administrative Services
and
Transfer Agency Services
The Agreement for Fund Accounting Services, Administrative Services and
Transfer Agency Services dated September 14, 1998 between Hibernia Funds and
FEDERATED SERVICES COMPANY shall apply to the following Portfolios:
Hibernia Capital Appreciation Fund
Class A Shares
Class B Shares
Hibernia Cash Reserve Fund
Class A Shares
Class B Shares
Hibernia Louisiana Municipal Income Fund
Class A Shares
Class B Shares
Hibernia Mid-Cap Fund
Class A Shares
Class B Shares
Hibernia Total Return Bond Fund
Hibernia U.S. Government Income Fund
Hibernia U.S. Treasury Money Market Fund
I. Administrative Services
For Administrative, Services provided pursuant to this Agreement, the
Investment Company agrees to pay and the Company hereby agrees to accept as
full compensation for its services rendered hereunder a fee at an annual rate
per Fund, payable daily, as follows:
Maximum Administrative Fee Average Daily Net Assets
of the Investment Company
.15% on the first $250 million
.125% on the next $250 million
.100% on the next $250 million
.075% on assets in excess of
$750 million
However, the administrative fee received during any year of this Agreement
shall not be less than, or be paid at a rate less than would aggregate,
$50,000, per Fund. In addition to the foregoing minimum, with respect to a
Fund that becomes effective with the SEC after the date of this Agreement and
offers multiple classes of shares, the Company will impose a minimum of
$30,000 for each additional class of shares. With respect to any Fund that
becomes effective with the SEC during the first twenty-four months of this
Agreement, these minimums will not be imposed until the Fund has been
effective for six months.
II. Fund Accounting Services Fee
For Fund Accounting Services provided pursuant to this Agreement, the
Investment Company agrees to pay and the Company agrees to accept as full
compensation for its services rendered hereunder a fee as follows:
ASSETS
First $100 Million 3.0 Basis Points
Next $200 Million 2.0 Basis Points
Next $200 Million 1.0 Basis Points
Excess 0.5 Basis
Points
Minimum fee per year* $39,000
Additional class of shares per year* $12,000
*Minimums will not be imposed with respect to any Fund or class that becomes
effective within the first twenty-four months of this Agreement until such
Fund or class has been effective for six months.
III. Fund Accounting Services Out-of-Pocket Expenses
Out-of-pocket expenses include, but are not limited to, the following:
postage (including overnight courier service), statement stock, envelopes,
telephones, telecommunication charges (including FAX), travel, duplicating,
forms, supplies, microfiche, computer access charges, client specific system
enhancements, access to the shareholder recordkeeping system, security
pricing services, variable rate change notification services, paydown factor
notification services
IV. Transfer Agency Services Fee
For Transfer Agency Services provided pursuant to this Agreement, the
Investment Company agrees to pay and the Company hereby agrees to accept as
full compensation for its services rendered hereunder a fee as follows:
Account Fee (Annual account charge)
(includes system access and funds control and reconcilement)
- Daily dividend fund $16.65
- Monthly dividend fund $ 8.75
- Quarterly dividend fund $ 8.75
- Contingent Deferred Sales Charge (Additionally)
(monthly and quarterly funds only) $ 5.00
- Closed Accounts (per account per month) $00.10
Minimum charges: The monthly maintenance charge for each class will be the
actual account fee or $2,000, whichever is greater.
V. Transfer Agency Services Out-of-Pocket Expenses
Out-of-pocket expenses include but are not limited to postage (including
overnight courier service), statement stock, envelopes, telecommunication
charges (including Fax), travel, duplicating, forms, supplies, microfiche,
computer access charges, client specific enhancements, disaster recovery,
closed account fees, processing fees (including check encoding), and expenses
incurred at the specific direction of the Fund. Postage for mass mailings is
due seven days in advance of the mailing date.
VI. Payment
All fees are annualized and will be prorated on a monthly basis for billing
purposes. Payment is due thirty days after the date of the invoice.
IN WITNESS WHEREOF, the parties hereto have caused this Exhibit 1 to be
executed in their names and on their behalf under their seals by and through
their duly authorized officers, as of September 10, 2001.
HIBERNIA FUNDS
By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: President
FEDERATED SERVICES COMPANY
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
Amendment to
Agreement for Fund Accounting Services,
Administrative Services, and
Transfer Agency Services
between
Hibernia Funds
and
Federated Services Company
This Amendment to the Agreement for Fund Accounting Services,
Administrative Services and Transfer Agency Services ("Agreement") between
Hibernia Funds ("Funds") and Federated Services Company ("Transfer Agent") is
made and entered into as of the 9th day of September, 2003.
WHEREAS, the Funds have entered into the Agreement with the Transfer
Agent;
WHEREAS, the Securities and Exchange Commission and the United States
Treasury Department (the "Treasury Department") have adopted a series of
rules and regulations arising out of the USA PATRIOT Act (together with such
rules and regulations, the "Applicable Law"), specifically requiring certain
financial institutions including the Funds, to establish a written anti-money
laundering and customer identification program (a "Program");
WHEREAS, in establishing requirements for registered investment
companies, Applicable Law provides that it is permissible for a mutual fund
to contractually delegate the implementation and operation of its Program to
another affiliated or unaffiliated service provider, such as Transfer Agent,
but that any mutual fund delegating responsibility for such aspects of its
Program to a third party must obtain written consent from the third party
ensuring the ability of federal examiners to (a) obtain information and
records relating to the Program, and (b) inspect the third party for purposes
of the Program; and
WHEREAS, the Funds have established a Program and wish to amend the
Agreement to (a) reflect the existence of such Program, (b) delegate
responsibility for performance under the Funds' Program to the Transfer
Agent, and (c) to make such other changes as are required by Applicable Law.
NOW, THEREFORE, the parties intending to be legally bound agree as
follows:
1. The Funds represent and warrant to the other that they have
established, and covenant that during the term of the Agreement they will
maintain, a Program in compliance with Applicable Law.
2. The Funds hereby delegate to the Transfer Agent, the responsibility to
perform or contract for the performance of, for and on behalf of the
Funds, all required activities under the Funds' Program.
3. The Transfer Agent hereby accepts such delegation and represents and
warrants that (a) it has implemented, and will continue to (i) monitor the
operation of, (ii) assess the effectiveness of, and (iii) modify, as
appropriate or as required by Applicable Law, procedures necessary to
effectuate the Program (b) it will annually certify, in a manner
acceptable to the Funds under Applicable Law, that it has implemented the
Program and that it will perform or cause to be performed the customer
identification and other activities required by Applicable Law and the
Program, and (c) it will provide such other information and reports to the
Funds' designated Compliance Officer, as may from time to time be
requested, and will provide such Compliance Officer with notice of any
contact by any regulatory authority with respect to the operation of the
Program.
4. The Transfer Agent does hereby covenant that (a) it will provide to any
federal examiners of the Funds such information and records relating to
Program as may be requested, and (b) it will allow such examiners to
inspect the Transfer Agent for purposes of examining the Program and its
operation to the full extent required by Applicable Law.
In all other respects, the Agreement first referenced above shall remain in
full force and effect.
WITNESS the due execution hereof this 9th day of September, 2003.
HIBERNIA FUNDS
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
FEDERATED SERVICES COMPANY
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Senior Vice President
