Exhibit h (vi) under Form N-1A
Exhibit 10 under Item 601/Reg.S-K
SERVICING AGREEMENT
The parties to this Agreement are Federated Investment Management
Company ("FIMCO"), a Delaware business trust, and Deutsche Asset Management,
Inc. ("XxXX, Inc."), a corporation organized under the laws of the State of
Delaware. This Agreement is made as of February 22, 2002.
WITNESS
WHEREAS: Federated Large Cap Index Fund ("Fund"), a series of Federated
Index Trust ("Company"), an open-end investment company registered under the
Investment Company Act of 1940 ("1940 Act"), invests substantially all of its
assets in Equity 500 Index Portfolio ("Portfolio"), an open-end investment
company registered under the 1940 Act;
WHEREAS: XxXX, Inc. serves as investment adviser for, and provides other
services to, the Portfolio;
WHEREAS: FIMCO provides supervisory and administrative services to the
Fund, including, but not limited to, establishing and maintaining investment
accounts, providing other information relating to the Fund, and providing
processing and transfer arrangements for the investment and reinvestment of
assets in the Fund ("Services"); and
WHEREAS: In order to facilitate the investment of assets in the Fund,
and thus the Portfolio, XxXX, Inc. desires that FIMCO provide Services to
beneficial owners and potential beneficial owners of interests in the
Portfolio;
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, the parties hereby agree as follows:
1. Appointment of FIMCO; Procedural Matters: XxXX, Inc. hereby appoints
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FIMCO to provide Services to current and potential beneficial owners of
interests in the Portfolio. FIMCO agrees to provide the following
Services to current and potential beneficial owners of interests in the
Portfolio:
(a) provide information relating to the Portfolio or its relationship
with the Fund, as the case may be, to current or prospective
beneficial owners of interests in the Portfolio;
(b) assist Fund shareholders in opening, or maintaining, accounts with
the Fund; and
(c) maintain and preserve all records as required by law to be
maintained and preserved in connection with providing the Services.
Upon request of the Portfolio or XxXX, Inc. (and at their expense,
respectively), FIMCO shall provide copies of all records relating
to the Portfolio or the Fund as may be reasonably requested to
enable the Portfolio or XxXX, Inc., their representatives or agents
to: comply with any request or inquiry of a government body,
self-regulatory agency or auditor; comply with applicable laws or
regulations; monitor and review the performance of FIMCO or its
compliance with applicable laws, regulations and procedures; or
resolve disputes and reconcile records.
2. Fees: In consideration for the Services to be provided by FIMCO pursuant
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to this Agreement, FIMCO will be entitled to receive from XxXX, Inc. the
fees set forth in Schedule A to this Agreement. Fees shall be paid
monthly. XxXX, Inc., or its agents, will calculate the amount of such
monthly payment. The parties agree that such fees are for administrative
and related services provided by FIMCO, and are not for investment
advisory services.
3. Representations by FIMCO. FIMCO represents that:
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(a) it shall at all times, comply with all laws, rules and regulations
applicable to it by virtue of entering into, and providing the
Services called for by this Agreement;
(b) it has full power and authority under applicable laws, and has
taken all action necessary to enter into and perform this Agreement;
(c) its receipt of fees under this Agreement will not constitute a
"prohibited transaction" as such term is defined in Section 406 of
the Employee Retirement Income Security Act of 1974 and Section
4975 of the Internal Revenue Code of 1986;
(d) it will promptly notify XxXX, Inc. in the event that it is unable
to perform any of its obligations under this Agreement.
4. Representations by XxXX, Inc. XxXX, Inc. represents that:
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(a) XxXX, Inc. and the Portfolio shall, at all times, comply with all
laws, rules and regulations applicable to each of them by virtue of
entering into this Agreement;
(b) it has full power and authority under applicable laws, and has
taken all action necessary to enter into and perform this Agreement;
(c) the Portfolio is registered under the 1940 Act; and
(d) it will promptly notify FIMCO in the event that it is unable to
perform any of its obligations under this Agreement.
5. Non-Exclusivity. XxXX, Inc. acknowledges and agrees that FIMCO may enter
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into agreements similar to this Agreement with organizations other than
XxXX, Inc. which also serve as transfer agents and/or service providers
for mutual funds. FIMCO acknowledges and agrees that nothing contained
herein shall prohibit XxXX, Inc. or any affiliate of XxXX, Inc. from
providing administrative, sub-accounting or record keeping services or
from soliciting any client or entity to enter into any arrangement with
XxXX, Inc. or any affiliate of XxXX, Inc. for such services.
6. Use of Names. Except as otherwise expressly provided for in this
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Agreement, FIMCO shall not use, nor shall it allow its employees or
agents to use, the name or logo of XxXX, Inc. or the Portfolio, or any
products or services sponsored, managed, advised or administered by
XxXX, Inc. or any of its affiliates, for advertising, trade, or other
commercial or non-commercial purposes without the consent of XxXX, Inc.
or the Portfolio.
7. Representations. FIMCO and its agents shall not make any representations
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concerning XxXX, Inc. or the Portfolio except those contained in the
then-current registration statement of the Fund or Portfolio, materials
created by FIMCO and approved by XxXX, Inc. or the Portfolio prior to
use, or materials created by or on behalf of XxXX, Inc. or the Portfolio.
8. Termination of Agreement. This Agreement shall terminate at such time as
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the Fund no longer holds an interest in the Portfolio. In the event of
termination, XxXX, Inc. shall pay FIMCO fees to the date of such
termination, which shall be computed pro rata based on the period during
which the Agreement was in effect.
9. Notices. Unless otherwise specified, all notices and other
communications hereunder shall be in writing and shall be hand
delivered, mailed by certified mail, or sent by overnight courier to the
other party at the following address or such other address as each party
may give notice to the other:
If to FIMCO:
Federated Investment Management Company
Federated Investors Tower
0000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
Attention: General Counsel
If to XxXX, Inc.:
Global Fund ServicesOne Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxx
With a copy to:
XxXX, Inc.
000 Xxxxxxx Xxxxxx, Xxxxxxxx _______________
Xxx Xxxx, XX 00000
Attention: ____________________
10. Amendment, Assignment and Other Matters. This Agreement may not be
amended except by a written agreement signed by all parties. This
Agreement shall not be assigned by either party without the written
consent of the other party. This Agreement may be executed in several
counterparts, each of which shall be an original but all of which
together shall constitute one and the same instrument. The headings in
this Agreement are for reference only and shall not affect the
interpretation or construction of this Agreement. This Agreement
contains the entire agreement of the parties as to the subject matter
hereof and supersedes any prior agreements, written or oral. This
Agreement shall be governed by and construed in accordance with the laws
of the State of New York, without giving effect to the principles of
conflicts of law thereof.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first above written.
FIMCO XxXX, Inc.
By: _____________________________ By: _____________________________
Name: _____________________________ Name: _____________________________
Title: _____________________________
Title: _____________________________
SCHEDULE A
Compensation
For the services rendered or to be rendered under this Agreement, XxXX
shall pay FIMCO the following servicing fees effective February 22, 2002:
For assets under $500,000,000, 0.0225% basis points; for assets of
$500,000,000 or more, 0.035%.
.
The fee payable each month shall be an amount equal to
the Fund's average daily net assets invested in the
Portfolio during the month, multiplied by the
applicable per annum rate described above, multiplied
by a fraction, the numerator of which is the number of
days in the month and the denominator of which is 365.
