EXHIBIT (H) (II) UNDER FORM N-1A
EXHIBIT 10 UNDER ITEM 601/REG. S-K
AGREEMENT
FOR
ADMINISTRATIVE SERVICES
This AGREEMENT is made, severally and not jointly, as of November 1, 2003, by
each of the investment companies listed on Exhibit A hereto, each having its
principal office and place of business at 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxx 00000-0000 (collectively, the "Investment Company"), and FEDERATED
ADMINISTRATIVE SERVICES, a Delaware statutory trust, having its principal office
and place of business at Federated Investors Tower, Pittsburgh, Pennsylvania
15222-3779 (the "Company").
WHEREAS, each investment company is registered as a management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
with authorized and issued shares of capital stock or beneficial interest
("Shares");
WHEREAS, certain investment companies subject to this Agreement are "series
companies" as defined in Rule 18f-2 under the 1940 Act and, as used in this
Agreement, the term "Fund" refers to either (i) an individual portfolio of such
a series company or (ii) an investment company that is not organized as a series
company, and the terms "Funds" refers to all such portfolios and investment
companies, collectively; and
WHEREAS, Shares of each Fund may be subdivided into classes (each a "Class")
as provided in Rule 18f-3 under the 1940 Act;
WHEREAS, the Investment Company wishes to appoint the Company as its
administrator to provide it with Administrative Services (as herein defined)
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:
ARTICLE 1. APPOINTMENT.
The Investment Company hereby appoints the Company as Administrator
for the period on the terms and conditions set forth in this Agreement.
The Company hereby accepts such appointment and agrees to furnish the
services set forth in Article 2 of this Agreement in return for the
compensation set forth in Article 5 of this Agreement.
ARTICLE 2. THE COMPANY'S DUTIES.
As Administrator, and subject to the supervision and control of the
Investment Company's Board of Trustees/Directors (the "Board"), the
Company will provide facilities, equipment, and personnel to carry out
the following administrative services for operation of the business and
affairs of the Investment Company and each of its Funds:
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A. prepare, file, and maintain the Investment Company's governing
documents and any amendments thereto, including the charter
documents, the by-laws and minutes of meetings of the Board,
Board Committees and Shareholders;
B. prepare and file with the Securities and Exchange Commission
(the "SEC") and the appropriate state securities authorities:
(i) the registration statements for the Investment Company and
the Investment Company's Shares and all amendments thereto,
(ii) reports to the SEC and shareholders, (iii) prospectuses,
(iv) routine proxy statements; and (v) such other documents all
as may be necessary to enable the Investment Company to
continuously offer its shares;
C. prepare and administer contracts on behalf of the Investment
Company with, among others, the Investment Company's investment
advisers, sub-advisers, fund accountants, custodians, transfer
agents and distributors, subject to any terms and conditions
established by the Board and the requirements of the 1940 Act;
D. negotiate and secure for the Investment Company and its
directors and officers: (i) a fidelity bond in an amount that
is at least adequate to satisfy the requirements of the 1940
Act, (ii) directors and officer's coverage and (iii)
professional liability or errors and omissions coverage, in
each case, under terms that are acceptable to the Board;
E. prepare and file the Investment Company's tax returns;
F. coordinate the layout, printing and electronic delivery of
publicly disseminated prospectuses and shareholder reports,
make recommendations to improve their effectiveness or reduce
expenses;
G. perform internal audit examinations in accordance with a
charter adopted by the Investment Company;
H. develop and recommend changes in the investment strategy and
operation of the Investment Company, that may be in the
interest of its Shareholders;
I. provide individuals reasonably acceptable to the Board for
nomination, appointment, or election as the following officers
of the Investment Company, who will be responsible for the
management of certain of the Investment Company's affairs as
specified in the Investment Company's charter documents and by-
laws, subject to direction by the Investment Company's Board:
(i) the president and principal executive officer, (ii) the
treasurer and principal financial and accounting officer;
(iii) the secretary, and (iv) such other officers as are
mutually agreeable;
J. subject to the Board's direction, coordinate meetings of
the Board (and its committees), including: (i) the
creation of notices, agendas, legal memoranda and
administrative reports, and (ii) the review and
compilation of other materials prepared by the Investment
Company's adviser, distributor, portfolio accountant,
custodian, transfer agent, auditor, independent counsel
or other service providers to support the Board's
discussions and actions taken;
K. evaluate and obtain custody services from a financial
institution that meets the requirements of the 1940 Act;
L. monitor trading activity to help identify market timers
and recommend policies to deter market timing;
M. review and recommend changes to the transfer agent's
policies and procedures to mitigate fraud, enhance
Shareholder services or reduce expenses;
N. review and recommend changes to policies and procedures
designed to reduce Fund expenses;
O. monitor changes in applicable regulations and make
corresponding changes in, or develop new, policies and
procedures for the Fund or for the applicable service
provider;
P. compare, as applicable, the fund accountant's calculation
of the Investment Company's net asset value, yield,
average maturity, dividends and total assets with the
fund accountant's previous calculations and with changes
in the relevant securities market on a daily basis for
reasonableness of changes;
Q. evaluate and recommend the pricing services used by the
Investment Company; participate in the fair valuation of
portfolio securities as required by the Investment
Company's fair valuation procedures; review and recommend
changes to the Investment Company's fair valuation
procedures;
R. compare the fund accountant's calculations of the
Investment Company's distribution pool balances with the
fund accountant's previous calculations for
reasonableness of changes;
S. perform weekly comparison, as applicable, of the fund
accountant's amortized cost monitor with the previous
amortized cost monitor for reasonableness of changes to
the net asset value calculation; notify designated
parties, as necessary, of deviations in compliance with
the Investment Company's Rule 2a-7 procedures;
T. perform monthly comparison of the fund accountant's
performance calculations and projected annual fund
expenses with previous calculations and projections for
reasonableness of changes;
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U. review fund expense reports prepared by the fund
accountant;
V. compare the fund accountant's calculation of dividend and
capital gains recommendations with previous
recommendations for reasonableness of changes; consult
with portfolio managers concerning fixed dividend
recommendations;
W. review the fund accountant's calculation of shareholder
tax reports at least annually;
X. monitor the Investment Company's status as a regulated
investment company under the Internal Revenue Code of
1986, as amended ("IRC");
Y. prepare, review and negotiate standard forms of
indentures, guarantees, agreements, certificates,
confirmations and other documentation relating to the
legal terms of securities eligible for purchase by money
market funds, provided that the Company shall not have
any obligation to: (i) provide any written legal opinions
regarding such securities or (ii) prepare, review or
negotiate any document for which a standard form has not
been developed and accepted for use by the investment
company industry;
Z. provide office space, telephone, office equipment and
supplies for the Investment Company; and
AA. respond to all inquiries or other communications from
Shareholders and other parties or, if the inquiry is more
properly responded to by another of the Investment
Company's service providers, referring the individual
making the inquiry to the appropriate person.
BB. See Amd. #1, dated 7/1/04
CC. See Amd. #2, dated 9/1/04
The foregoing, along with any additional services that the Company
shall agree in writing to perform for the Investment Company shall
hereinafter be referred to as "Administrative Services."
ARTICLE 3. RECORDS.
The Company shall create and maintain all necessary books and
records in accordance with all applicable laws, rules and regulations,
including but not limited to records required by Section 31(a) of the
1940 Act, pertaining to the Administrative Services performed by it and
not otherwise created and maintained by another party pursuant to
contract with the Investment Company. Where applicable, such records
shall be maintained by the Company for the periods and in the places
required by Rule 31a-2 under the 1940 Act. The books and records
pertaining to the Investment Company which are in the possession of the
Company shall be the property of the Investment Company. The
Investment Company, or the Investment Company's authorized
representatives, shall have access to such books and records at all
times during the Company's normal business hours. Upon the reasonable
request of the Investment Company, copies of any such books and records
shall be provided promptly by the Company to the Investment Company or
the Investment Company's authorized representatives.
ARTICLE 4. EXPENSES.
The Company shall be responsible for expenses incurred in providing
office space, equipment, and personnel as may be necessary or
convenient to provide the Administrative Services to the Investment
Company, including the compensation of the Company employees who serve
as trustees or directors or officers of the Investment Company. Each
Fund shall be solely responsible for all other expenses incurred by the
Company on its behalf, including without limitation postage and courier
expenses, printing expenses, travel expenses, registration fees, filing
fees, taxes, fees of outside counsel (other than counsel sub-contracted
with by the Company to perform services under this Agreement) and
independent auditors, or other professional services, organizational
expenses, insurance premiums, fees payable to persons who are not the
Company's employees, trade association dues, and other expenses
properly payable by the Funds ("Out of Pocket Expenses").
ARTICLE 5. COMPENSATION.
In addition to Out of Pocket Expenses, for the Administrative
Services provided, the Investment Company hereby agrees to pay and the
Company hereby agrees to accept as full compensation for its services
rendered hereunder an administrative fee at an annual rate per Fund, as
specified below.
A. Admin.Average Daily Net Assets
FEE OF THE INVESTMENT COMPANY
.150% on the first $5 billion
.125% on the next $5 billion
.100% on the next $10 billion
.075% on assets over $20 billion
(Average daily net asset break points are on a complex-wide basis)
However, in no event shall the above administrative fee received
during any year of the Agreement be less than, or be paid at a rate
less than would aggregate $150,000 per Fund and $40,000 per Class. The
foregoing minimum fee may increase annually upon each July 1
anniversary of this Agreement over the minimum fee during the prior 12
months, as calculated under this Agreement, in an amount equal to the
increase in Pittsburgh Consumer Price Index (not to exceed 6%
annually) as last reported by the U.S. Bureau of Labor Statistics for
the twelve months immediately preceding such anniversary.
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The compensation and Out of Pocket Expenses attributable to each
Fund shall be accrued by such Fund and paid to the Company no less
frequently than monthly, and shall be paid daily upon request of the
Company. The Company will maintain detailed information about the
compensation and Out of Pocket Expenses paid by each Fund.
ARTICLE 6. STANDARD OF CARE AND INDEMNIFICATION.
A. The Company shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Investment
Company 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 duties under
this Agreement. Any person, even though also an officer,
director, trustee, partner, employee or agent of the Company,
who may be or become an officer, director, trustee, partner,
employee or agent of the Investment Company, shall be deemed,
when rendering services to the Investment Company or acting on
any business of the Investment Company (other than services or
business in connection with the duties of the Company
hereunder) to be rendering such services to or acting solely
for the Investment Company and not as an officer, director,
trustee, partner, employee or agent or one under the control or
direction of the Company, even though paid by the Company.
B. The Company shall be kept indemnified by the Investment Company and be
without liability for any action taken or thing done by it in
performing the Administrative Services in accordance with the above
standards.
C. The Company shall not be responsible for and the Investment Company or
Fund shall 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, counsel
fees, payments, expenses and liabilities arising out of or
attributable to:
(1) The acts or omissions of any custodian, adviser, sub-adviser, fund
accountant, distributor, transfer agent or other party contracted
by or approved by the Investment Company or Fund.
(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 from any adviser, sub-adviser, fund
accountant, distributor, transfer agent or other third
party contracted by or approved by the Investment Company
or Fund for use in the performance of services under this
Agreement; or
(b) have been prepared and/or maintained by the Investment
Company or its affiliates or any other person or firm on
behalf of the Investment Company.
(3)The reliance on, or the carrying out by the Company or its agents
or subcontractors of a Proper Instruction of the Investment
Company or the Fund.
"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 such procedures afford adequate
safeguards for the Fund's assets. Proper Instructions may only be
amended in writing.
(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.
(5)Any untrue statement or alleged untrue statement of a material
fact contained in the Investment Company's registration
statement, any prospectus or statement of additional information
("SAI") (as from time to time amended or supplemented) or the
omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the
statements therein not misleading, unless such statement or
omission was made in reliance upon and in conformity with
written information furnished to the Investment Company about
the Company by or on behalf of the Company expressly for the use
in the registration statement, any prospectus or SAI, or any
amendment or supplement thereof.
Provided, however, that the Company shall not be protected by this
Article 6.C. from liability for any act or omission resulting from
the Company's willful misfeasance, bad faith, gross negligence in
the performance of or reckless disregard of its duties under this
Agreement.
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B. At any time the Company may apply to any officer of the Investment
Company or Fund for instructions, and may consult with legal counsel
or the Investment Company's independent accountants 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 and shall be indemnified by the
Investment Company or the appropriate Fund for any action reasonably
taken or omitted by it in reliance upon such instructions or upon the
opinion of such counsel or independent accountant provided such action
is not in violation of applicable federal or state laws or
regulations.
C. The Investment Company or Fund shall not be responsible for and the
Company shall indemnify and hold the Investment Company or Fund
harmless against any and all losses, damages, costs, charges, counsel
fees, payments, expenses and liabilities arising out of or
attributable to the Company's willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or reckless
disregard by it of its duties under this Agreement.
D. In order that the indemnification provisions contained in this Article
6 shall apply, upon the assertion of a claim for which any party may
be required to indemnify another, the party seeking indemnification
(the "Claimant"), shall promptly notify the indemnifying party (the
"Indemnifier") of such assertion. It is further understood that each
party will use all reasonable care to identify and notify the
Indemnifier promptly concerning any situation that presents or appears
likely to present the probability of such a claim for indemnification
against the Indemnifier, provided that the failure to give notice as
required by this paragraph 6.F. in a timely fashion shall not result
in a waiver of any right to indemnification hereunder unless the
Indemnifier is prejudiced thereby and then only to the extent of such
prejudice. The Claimant shall permit the Indemnifier to assume the
defense of any such claim or any litigation resulting from it,
provided that Indemnifier's counsel that is conducting the defense of
such claim or litigation shall be approved by the Claimant (which
approval shall not be unreasonably withheld), and that the Claimant
may participate in such defense at its expense.
The Indemnifier, in the defense of any such claim or litigation, shall
not, without the consent of the Claimant, consent to entry of any
judgment or enter into any settlement that does not include as an
unconditional term the giving by the alleging party or plaintiff to
the Claimant of a release from all liability in respect to such claim
or litigation.
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ARTICLE 7. SUB-CONTRACTORS AND ASSIGNMENT.
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 Administrative Services with
a sub-contractor selected by the Company. The Company shall be as fully
responsible to the Investment Company for the acts and omissions of any
subcontractor as it is for its own acts and omissions.
C. The Company shall upon instruction from the Investment Company
subcontract for the performance of services under this Agreement with an
agent selected by the Investment Company, other than as described in
7.B. above, provided, however, that the Company shall in no way be
responsible to the Investment Company for the acts and omissions of the
agent; provided however, the Company shall remain responsible to the
Investment Company for the acts and omissions of ClearSky arising from
ClearSky's performance of its duties under any sub-contract that it has
entered into with the Company prior to the date of this Agreement. SEE
AMD. #3, DATED 6/1/05
D. The Company may, without further consent on the part of the Investment
Company, assign its rights and obligations under this Agreement to any
entity ultimately controlled by Federated Investors, Inc.
E. Except as provided in Paragraph 7.D., the Company may not assign its
rights and obligations under this Agreement, whether directly or by
operation of law, without the prior written consent of the Investment
Company, which consent may not be unreasonably withheld.
ARTICLE 8. REPRESENTATIONS AND WARRANTIES.
The Company represents and warrants to the Investment Company that:
(1) It is a statutory trust duly organized and existing and in good
standing under the laws of the state of Delaware;
(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 state of Delaware;
(3) It is empowered under applicable laws and by its Declaration of
Trust and by-laws to enter into and perform this Agreement; and
(4) All requisite corporate proceedings have been taken to authorize
it to enter into and perform its obligations under this
Agreement.
ARTICLE 9. TERM AND TERMINATION OF AGREEMENT.
This Agreement shall be effective from the date set forth above and shall
continue for a period of four years. Thereafter, the Agreement will continue
for consecutive three-year terms. The Agreement can be terminated upon
eighteen months notice to be effective as of the end of any term. In the
event, however, of willful misfeasance, bad faith, gross negligence or
reckless disregard of its duties by the Company, the Investment Company has
the right to terminate the Agreement upon 60 days written notice, if the
Company has not cured such willful misfeasance, bad faith, gross negligence or
reckless disregard of its duties within 60 days from the receipt of such
notice. Investment Companies that merge or dissolve during the Term, shall,
upon payment of all outstanding fees and Out of Pocket Expenses, cease to be a
party on the effective date of such merger or dissolution.
Articles 6 and 19, 20 and 21 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. INTERPRETIVE AND ADDITIONAL PROVISIONS.
In connection with the operation of this Agreement, the Company and the
Investment Company may from time to time agree on such provisions interpretive
of or in addition to the provisions of this Agreement as may in their joint
opinion be consistent with the general tenor of this Agreement. Any such
interpretive or additional provisions shall be in a writing signed by both
parties and shall be annexed hereto, provided that no such interpretive or
additional provisions shall contravene any applicable federal or state
regulations or any provision of any charter document.
ARTICLE 12. GOVERNING LAW.
This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the Commonwealth of Pennsylvania.
ARTICLE 13. NOTICES.
Except as otherwise specifically provided herein, notices and other
writings delivered or mailed postage prepaid to the Investment Company at 0000
Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000, or to the Company at
Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or to such
other address as the Investment Company or the Company may hereafter specify,
shall be deemed to have been properly delivered or given hereunder to the
respective address.
ARTICLE 14. COUNTERPARTS.
This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original.
ARTICLE 15. 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 16. SUCCESSOR ADMINISTRATOR.
If a successor Administrator for the Investment Company shall be appointed
by the Investment Company, the Company shall upon termination of this
Agreement deliver to such successor Administrator at the office of the Company
all properties of the Investment Company held by it hereunder. If no such
successor Administrator shall be appointed, the Company shall at its office
upon receipt of Proper Instructions deliver such properties in accordance with
such instructions.
Each Fund will bear all out-of-pocket expenses arising from the transition
of Administrative Services to a successor Administrator, including without
limitation the expenses of moving or transmitting materials to the successor
Administrator.
ARTICLE 17. FORCE MAJEURE.
If either party is unable to carry out any of its obligations under this
Agreement because of conditions beyond its reasonable control, including, but
not limited to, acts of war or terrorism, work stoppages, fire, civil
disobedience, delays associated with hardware malfunction or availability,
riots, rebellions, storms, electrical failures, acts of God, and similar
occurrences ("Force Majeure"), this Agreement will remain in effect and the non-
performing party's obligations shall be suspended without liability for a period
equal to the period of the continuing Force Majeure (which such period shall not
exceed fifteen (15) business days), provided that:
(1) the non-performing party gives the other party prompt notice describing
the Force Majeure, including the nature of the occurrence and its
expected duration and, where reasonably practicable, continues to
furnish regular reports with respect thereto during the period of Force
Majeure;
(2) the suspension of obligations is of no greater scope and of no longer
duration than is required by the Force Majeure;
(3) no obligations of either party that accrued before the Force Majeure
are excused as a result of the Force Majeure; and
(4) the non-performing Party uses reasonable efforts to remedy its
inability to perform as quickly as possible.
ARTICLE 18. SEVERABILITY.
In the event any provision of this Agreement is held illegal, void or
unenforceable, the balance shall remain in effect.
ARTICLE 19. LIMITATIONS OF LIABILITY OF THE BOARD AND SHAREHOLDERS OF
THE INVESTMENT COMPANY.
The execution and delivery of this Agreement have been authorized by the
Board of the Investment Company and signed by an authorized officer of the
Investment Company, acting as such, and neither such authorization by the
Board 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 member of the Board or Shareholders of the Investment Company, but bind
only the property of the Fund, or Class, as provided in the Declaration of
Trust.
ARTICLE 20. LIMITATIONS OF LIABILITY OF TRUSTEES AND SHAREHOLDERS OF THE
COMPANY.
The execution and delivery of this Agreement have been authorized by the
Trustees of the Company and signed by an authorized officer of the Company,
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 the Company, but bind only the property of the Company, as
provided in the Company's Declaration of Trust.
ARTICLE 21. PRIVACY POLICY.
A. The parties acknowledge that:
(1) The SEC, has adopted Regulation S-P at 17 CFR Part 248 to protect
the privacy of individuals who obtain a financial product or service
for personal, family or household use;
(2) Regulation S-P permits financial institutions, such as the
Investment Company, to disclose "nonpublic personal information"
("NPI") of its "customers" and "consumers" (as those terms are
therein defined in Regulation S-P) to affiliated and nonaffiliated
third parties of the Investment Company, without giving such
customers and consumers the ability to opt out of such disclosure,
for the limited purposes of processing and servicing transactions
(17 CFR {section} 248.14) ("Section 248.14 NPI"); for specified law
enforcement and miscellaneous purposes (17 CFR {section} 248.15)
("Section 248.15 NPI") ; and to service providers or in connection
with joint marketing arrangements (17 CFR {section} 248.13)
("Section 248.13 NPI"); and
(3) Regulation S-P provides that the right of a customer and consumer to
opt out of having his or her NPI disclosed pursuant to 17 CFR
{section} 248.7 and 17 CFR {section} 248.10 does not apply when the
NPI is disclosed to service providers or in connection with joint
marketing arrangements, provided the Investment Company and third
party enter into a contractual agreement that prohibits the third
party from disclosing or using the information other than to carry
out the purposes for which the Investment Company disclosed the
information (17 CFR {section} 248.13).
B. Therefore, the parties agree as follows:
(1) The Investment Company may disclose shareholder NPI to the Company
as agent of the Investment Company and solely in furtherance of
fulfilling the Company's contractual obligations under this
Agreement in the ordinary course of business to support the
Investment Company and its shareholders;
(2) The Company hereby agrees to be bound to use and redisclose such NPI
only for the limited purpose of fulfilling its duties and
obligations under this Agreement, for law enforcement and
miscellaneous purposes as permitted in 17 CFR {section}{section}
248.15, or in connection with joint marketing arrangements that the
Investment Company may establish with the Investment Company in
accordance with the limited exception set forth in 17 CFR {section}
248.13;
(3) The Company further represents and warrants that, in accordance with
17 CFR {section} 248.30, it has implemented, and will continue to
carry out for the term of this Agreement, policies and procedures
reasonably designed to:
(a)insure the security and confidentiality of records and NPI of
Investment Company customers;
(b) protect against any anticipated threats or hazards to the
security or integrity of Investment Company customer records
and NPI; and
(c) protect against unauthorized access to or use of such
Investment Company customer records or NPI that could result
in substantial harm or inconvenience to any Investment Company
customer;
(4) The Company may redisclose Section 248.13 NPI only to: (a) the
Investment Company and affiliated persons of the Investment Company
("Investment Company Affiliates"); (b) affiliated persons of the
Company ("Company Affiliates") (which in turn may disclose or use
the information only to the extent permitted under the original
receipt); (c) a third party not affiliated with the Company or
Investment Company ("Nonaffiliated Third Party") under the service
and processing ({section}248.14) or miscellaneous ({section}248.15)
exceptions, but only in the ordinary course of business to carry out
the activity covered by the exception under which the Company
received the information in the first instance; and (d) a
Nonaffiliated Third Party under the service provider and joint
marketing exception ({section}248.13), provided the Company enters
into a written contract with the Nonaffiliated Third Party that
prohibits the Nonaffiliated Third Party from disclosing or using the
information other than to carry out the purposes for which the
Investment Company disclosed the information in the first instance;
and
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(5) The Company may redisclose Section 248.14 NPI and Section 248.15 NPI
to: (a) the Investment Company and Investment Company Affiliates;
(b) Company Affiliates (which in turn may disclose the information
to the same extent permitted under the original receipt); and (c) a
Nonaffiliated Third Party to whom the Investment Company might
lawfully have disclosed NPI directly.
ARTICLE 22. FURTHER ASSURANCE. Each party agrees to promptly sign all
documents and take any additional actions reasonably requested by the other to
accomplish the purposes of this Agreement.
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 A HERETO)
By: /s/ Xxxx X. XxXxxxxxx
Name: Xxxx X. XxXxxxxxx
Title: Executive Vice President
FEDERATED ADMINISTRATIVE SERVICES
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
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AMENDMENT NUMBER 1 TO
AGREEMENT FOR ADMINISTRATIVE SERVICES
BETWEEN
FEDERATED ADMINISTRATIVE SERVICES
AND
THE INVESTMENT COMPANY
This Amendment Number 1 (the "Amendment") to the Agreement for
Administrative Services ("AGREEMENT") between each of the investment companies
listed on Exhibit A thereto (collectively, the "Investment Company") and
Federated Administrative Services ("Company") is made and entered into as of the
1st day of
July, 2004. Terms used as defined terms herein, which are not otherwise defined
herein, shall have the meanings ascribed thereto in the Agreement.
WHEREAS, the Investment Company has entered into the Agreement with the
Company; and
WHEREAS, Investment Company and Company wish to amend the Agreement on the
terms and conditions set forth herein.
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:
1 Amendments to the Agreement. The Agreement is hereby amended by adding
the following additional sub-Section BB to the end of the provisions of
Section 2 thereof:
(BB) perform the following services, either itself or through its
affiliate, Federated Services company; (i) select and perform due
diligence regarding proposed new owners of omnibus accounts as
proposed recordkeeping agents for the Investment Company, (ii) enter
into agreements as agent for the Investment Company, or any of them,
substantially in the form of Attachment 1 hereto, with the
registered owners of omnibus accounts for the provision of services
necessary for the recordkeeping or sub-accounting of share positions
held in underlying sub-accounts ("Recordkeeping Agreements"),
together with such changes thereto as may be agreed to by Company so
long as such changes do not (a) increase the fees payable by the
Investment Company under the Recordkeeping Agreements, (b) alter the
indemnity obligations of the Investment Company owing to or from the
Investment Company thereunder or (c) otherwise materially alter the
obligations of the Investment Company under the Recordkeeping
Agreements, (iii) agree, on behalf of the Investment Company, to
make payments for services rendered under Recordkeeping Agreements
out of the assets of the Investment Company in amounts not to exceed
the amounts determined from time to time by the Board of the
Investment Company, and (iv) give instructions to the transfer agent
of the Investment Company (the "Transfer Agent"), for and on behalf
of the Investment Company as "Proper Instructions" of the Investment
Company under and pursuant to the agreement for transfer agency
services with the Transfer Agent, to perform the services of Company
and/or the Investment Company under each such Recordkeeping
Agreement, excepting only the indemnity obligations owning from the
Investment Company or Company thereunder.
2. No Other Amendments. Except as expressly amended hereby, the Agreement
shall continue in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
INVESTMENT COMPANIES
(LISTED ON EXHIBIT A HERETO)
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Name: J. Xxxxxxxxxx Xxxxxxx
Title: President
FEDERATED ADMINISTRATIVE SERVICES
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Treasurer
- 8 -
AMENDMENT NUMBER 2 TO
AGREEMENT FOR ADMINISTRATIVE SERVICES
BETWEEN
FEDERATED ADMINISTRATIVE SERVICES
AND
THE INVESTMENT COMPANY
This Amendment Number 2 (the "Amendment") to the Agreement for
Administrative Services ("AGREEMENT") between each of the investment companies
listed on Exhibit A thereto (collectively, the "Investment Company") and
Federated Administrative Services ("Company") is made and entered into as of the
1st day of September, 2004. Terms used as defined terms herein, which are not
otherwise defined herein, shall have the meanings ascribed thereto in the
Agreement.
WHEREAS, the Investment Company has entered into the Agreement with the
Company; and
WHEREAS, Investment Company and Company wish to amend the Agreement on the
terms and conditions set forth herein.
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:
1. Amendments to the Agreement. The Agreement is hereby amended by adding the
following additional sub-Section CC to the end of the provisions of Section 2
thereof:
(CC) perform the following "blue sky" services, either itself or
through one or more affiliated or unaffiliated service providers:
(1) provide a system to monitor the total number of Shares of the
Investment Company (and/or Class) sold in each State, (2) monitor
the total number of Shares of such Investment Company (and/or Class)
sold in each State and, where appropriate, increase the number of
Shares registered in such State, (3) with respect to shareholders of
the Investment Company whose shareholdings are fully-disclosed on
the transfer agent's recordkeeping system, (a) identify those
transactions and assets to be treated as exempt from blue sky
reporting for each State and (ii) verify the classification of
transactions for each State on the transfer agent's recordkeeping
system, and (4) with respect to shareholders of the Investment
Company whose shareholdings are not fully-disclosed on the transfer
agent's recordkeeping system, rely upon information provided by the
relevant financial intermediary transacting for such holder of
Shares in performing the obligations set forth in subsection (CC)(2)
above.
- 9 -
2. No Other Amendments. Except as expressly amended hereby, the Agreement
shall continue in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
INVESTMENT COMPANIES
(LISTED ON EXHIBIT A HERETO)
By:/s/ Xxxx X. XxXxxxxxx
Name: Xxxx X. XxXxxxxxx
Title: Executive Vice President
FEDERATED ADMINISTRATIVE SERVICES
By: /s/ Xxxxxxxx X. Xxxxxxx, III
Name: Xxxxxxxx X. Xxxxxxx, III
Title: President
- 10 -
AMENDMENT NUMBER 3 TO
AGREEMENT FOR ADMINISTRATIVE SERVICES
BETWEEN
FEDERATED ADMINISTRATIVE SERVICES
AND
THE INVESTMENT COMPANY
This Amendment Number 3 (the "Amendment") to the Agreement for
Administrative Services ("AGREEMENT") between each of the investment companies
listed on Exhibit A thereto (collectively, the "Investment Company") and
Federated Administrative Services ("Company") is made and entered into as of the
1st day of June, 2005. Terms used as defined terms herein, which are not
otherwise defined herein, shall have the meanings ascribed thereto in the
Agreement.
WHEREAS, the Investment Company has entered into the Agreement with the
Company; and
WHEREAS, Investment Company and Company wish to amend the Agreement on the
terms and conditions set forth herein.
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:
1. Amendment to the Agreement. The Agreement is hereby amended by deleting
Article 7, subparagraph (C) and inserting in its place the following:
C. The Company shall upon instruction from the Investment Company
subcontract for the performance of services under this Agreement
with an agent selected by the Investment Company, other than as
described in 7.B. above, provided however, that the Company shall in
no way be responsible to the Investment Company for the acts and
omissions of the agent.
2. No Other Amendments. Except as expressly amended hereby, the
Agreement shall continue in full force and effect in accordance with
its terms.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
INVESTMENT COMPANIES
(listed on Exhibit A to the Agreement)
By: /s/ Xxxx X. XxXxxxxxx
Name: Xxxx X. XxXxxxxxx
Title: Executive Vice President
FEDERATED ADMINISTRATIVE SERVICES
By: /s/ Xxxxxxxx X. Xxxxxxx, III
Name: Xxxxxxxx X. Xxxxxxx, III
Title: President
AMENDMENT NUMBER 4 TO
AGREEMENT FOR ADMINISTRATIVE SERVICES
BETWEEN
FEDERATED ADMINISTRATIVE SERVICES
AND
THE INVESTMENT COMPANY
This Amendment Number 4 (the "Amendment") to the Agreement for
Administrative Services, dated November 1, 2003 ("AGREEMENT") between Federated
Core Trust (the "Investment Company") on behalf of its portfolios Federated
Mortgage Core Portfolio and High Yield Bond Portfolio (the "Funds") and
Federated Administrative Services ("Company") is made and entered into as of the
1st day of September, 2006. Terms used as defined terms herein, which are not
otherwise defined herein, shall have the meanings ascribed thereto in the
Agreement.
WHEREAS, the Investment Company has entered into the Agreement with the
Company; and
WHEREAS, Investment Company and Company wish to amend the Agreement on the
terms and conditions set forth herein.
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:
1. Amendment to the Agreement. The Agreement is hereby amended by deleting
Article 5 in its entirety and replacing it with the following:
ARTICLE 5. COMPENSATION.
The Company shall not charge a fee for its services to the Funds rendered
hereunder.
2. The Amendments set forth herein shall become effective as to each
Fund as of the date of initial investment by a portfolio of
Federated Managed Pool Series in such Fund.
3. No Other Amendments. Except as expressly amended hereby, the
Agreement shall continue in full force and effect in accordance with
its terms.
- 11 -
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
FEDERATED CORE TRUST, ON BEHALF OF ITS
PORTFOLIOS, FEDERATED MORTGAGE CORE PORTFOLIO
AND HIGH YIELD BOND PORTFOLIO
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: President
FEDERATED ADMINISTRATIVE SERVICES
By: Xxxxxxxx X. Xxxxxxx, III
Name: Xxxxxxxx X. Xxxxxxx, III
Title: President
- 12 -
AGREEMENT FOR ADMINISTRATIVE SERVICES
EXHIBIT 1
(revised as of 03/01/07)
CONTRACT
DATE INVESTMENT COMPANY
7/31/06 FEDERATED MDT SERIES
7/31/06 Federated MDT All Cap Core Fund
7/31/06 Class A Shares
7/31/06 Class C Shares
9/1/06 Class K Shares
7/31/06 Institutional Shares
7/31/06 Federated MDT Balanced Fund
7/31/06 Class A Shares
7/31/06 Class C Shares
9/1/06 Class K Shares
7/31/06 Institutional Shares
7/31/06 Federated MDT Large Cap Growth Fund
7/31/06 Class A Shares
3/1/07 CLASS B SHARES
7/31/06 Class C Shares
7/31/06 Institutional Shares
7/31/06 Federated MDT Mid Cap Growth Fund
7/31/06 Class A Shares
7/31/06 Class C Shares
7/31/06 Institutional Shares
7/31/06 Federated MDT Small Cap Value Fund
7/31/06 Class A Shares
7/31/06 Class C Shares
7/31/06 Institutional Shares
7/31/06 Federated MDT Small Cap Core Fund
7/31/06 Class A Shares
7/31/06 Class C Shares
7/31/06 Institutional Shares
7/31/06 Federated MDT Small Cap Growth Fund
7/31/06 Class A Shares
7/31/06 Class C Shares
7/31/06 Institutional Shares
7/31/06 Federated MDT Tax Aware/All Cap Core Fund
7/31/06 Class A Shares
7/31/06 Class C Shares
7/31/06 Institutional Shares
- 13 -
