AMENDMENT TO CUSTODIAN CONTRACT
Exhibit
23(g)(viii) under Form N-1A
Exhibit
10 under Item 601/Reg. S-K
AMENDMENT
TO CUSTODIAN CONTRACT
THIS
AMENDMENT (this “Amendment”)
to
that certain Custodian Contract dated as of December 1, 1993, as amended,
modified and supplemented from time to time (the “Custodian
Contract”),
is
entered into as of July 3, 2007, by and among each of the Federated investment
companies party to the Custodian Contract, Federated Services Company, and
State
Street Bank and Trust company (the “Custodian”).
WHEREAS,
the parties hereto wish to amend the terms of the Custodian Contract with
respect to the investment in or purchase of interests or participations in
structured trade finance loans by the Funds (as defined in the Custodian
Contract) listed on Annex A attached hereto;
NOW,
THEREFORE, in consideration of the covenants and agreements set forth herein,
and for other good and valuable consideration, the receipt and sufficiency
of
which are hereby acknowledged, the parties hereto agree as follows:
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Amendment
to Custodian Contract.
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The
Custodian Contract is hereby amended to add the following new Section
10A:
SECTION
10A. LOAN
SERVICING PROVISIONS
SECTION
10A.1 GENERAL.
The
following provisions shall apply with respect to investments, property or assets
in the nature of loans, or interests or participations in loans, including
without limitation interests in syndicated bank loans and bank loan
participations, whether in the U.S. or outside the U.S. (collective,
“Loans”)
entered into by a Trust or one or more of its Funds listed on Annex A hereto
(each such Trust or Fund is referred to in this Section 10A as a
“Fund”).
SECTION
10A.2 SAFEKEEPING.
Instruments, certificates, agreements and/or other documents which the Custodian
may receive with respect to Loans, if any (collectively “Financing
Documents”),
from
time to time, shall be held by the Custodian at its offices in Boston,
Massachusetts.
SECTION
10A.3 DUTIES
OF THE CUSTODIAN.
The
Custodian shall accept such Financing Document, if any, with respect to Loans
as
may be delivered to it from time to time by the Fund. The Custodian shall be
under no obligation to examine the contents or determine the sufficiency of
any
such Financing Documents or to provide any certification with respect thereto,
whether received by the Custodian as original documents, photocopies, by
facsimile or otherwise. Without limiting the foregoing, the Custodian is under
no duty to examine any such Financing Documents to determine whether necessary
steps have been take or requirements met with respect to the assignment or
transfer of the related Loan or applicable interest or participation in such
Loan. The Custodian shall be entitled to assume the genuineness, sufficiency
and
completeness of any Financing Documents received, and the genuineness and due
authority of any signature appearing on such documents. Notwithstanding any
term
of this Agreement to the contrary, with respect to any Loans, (i) the Custodian
shall be under no obligation to determine, and shall have no liability for,
the
sufficiency of, or to require delivery of, any instrument, document or agreement
constituting, evidencing or representing such Loan, other than to receive such
Financing Documents, if any, as may be delivered or cause to be delivered to
it
by the Fund (or its investment manager acting on its behalf), (ii) without
limiting the generality of the foregoing, delivery of any such Loan (including
without limitation, for purposes of Section 2.8 above) may be made to the
Custodian by, and may be represented solely by, delivery to the Custodian of
a
facsimile or photocopy of an assignment (an “Assignment
Agreement”)
or a
confirmation or certification from the Fund (or the investment manager) to
the
effect that it has acquired such Loan and/or has received or will receive,
and
will deliver to the Custodian, appropriate Financing Documents constituting,
evidencing or representing such Loan (such confirmation or certification,
together with any Assignment Agreement, collectively, an “Assignment
Agreement or Confirmation”),
in
any case without delivery of any promissory note, participation certificate
or
similar instrument (collectively, an “Instrument”),
(iii)
if an original Instrument shall be or shall become available with respect to
any
such Loan, it shall be the sole responsibility of the Fund (or the investment
manager acting on its behalf) to make or cause delivery thereof to the
Custodian, and the Custodian shall be under no obligation at any time or times
to determine whether any such original Instrument has bee issued or made
available with respect to such Loan, and shall not be under any obligation
to
compel compliance by the Fund to make or cause delivery of such Instrument
to
the Custodian, and (iv) any reference to Financing Documents appearing in this
Section 10A shall be deemed to include, without limitation, any such Instrument
and/or Assignment Agreement or Confirmation.
If
payments with respect to a Loan (“Loan
Payment”)
are
not received by the Custodian on the date on which they are due, as reflected
in
the Payment Schedule (as such term is defined in Section 10A.4 below) of the
Loan (“Payment
Date”),
or in
the case of interest payments, not received either on a scheduled interest
payable date, as reported to the Custodian by the Fund (or the investment
manager acting on its behalf) for the Loan (the “Interest
Payable Date”),
or in
the amount of their accrued interest payable, the Custodian shall promptly,
but
in no event later than one business day after the Payment Date or the Interest
Payable Date, give telephonic notice to the party obligated under the Financing
Documents to make such Loan Payment (the “Obligor”)
of its
failure to make timely payment, and (2) if such payment is not received within
three business days of its due date, shall notify the Fund (or its investment
manager on its behalf) of such Obligor’s failure to make the Loan Payment. The
Custodian shall have no responsibility with respect to the collection of Loan
Payments which are past due, other than the duty to notify the Obligor and
the
Fund (or the investment manager acting on its behalf) as provided
herein.
The
Custodian shall no responsibilities or duties whatsoever under this Agreement,
with respect to Loans or the Financing Documents, except for such
responsibilities as are expressly set forth herein. Without limiting the
generality of the foregoing, the Custodian shall have no obligation to preserve
any rights against prior parties or to exercise any right or perform any
obligation in connection with the Loans or any Financing Documents (including,
without limitation, no obligation to take any action in respect of or upon
receipt of any consent solicitation, notice of default or similar notice
received from any bank agent or Obligor, except that the Custodian shall
undertake reasonable efforts to forward any such notice to the fund or the
investment manager acting on its behalf). In case any question arises as to
its
duties hereunder, the Custodian may request instructions from the Fund and
shall
be entitled at all times to refrain from taking any action unless it has
received Proper Instructions from the Fund or the investment manager and the
Custodian shall in all events have no liability, risk or cost for any action
taken, with respect to a Loan, pursuant to and in compliance with the Proper
Instructions of such parties.
The
Custodian shall be only responsible and accountable for Loan Payments actually
received by it and identified as for the account of the fund; any and all
credits and payments credited to the Fund, with respect to Loans, shall be
conditional upon clearance and actual receipt by the Custodian of final payment
thereon.
The
Custodian shall promptly, upon the Fund’s request, release to the Fund’s
investment manager or to any party as the Fund or the Fund’s investment manager
may specify, any Financing Documents being held on behalf of the Fund. Without
limiting the foregoing, the Custodian shall not be deemed to have or be charged
with knowledge of the same of any Loan, unless and except to the extent it
shall
have received written notice and instruction from the Fund (or the investment
manager acting on its behalf) with respect thereto, and except to the extent
it
shall have received the sale proceeds thereof. Notwithstanding any other
provision of this Agreement, the Custodian shall have no responsibility to
ensure that any investment by the Fund with respect to Loans has been
authorized.
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In
no
event shall the Custodian be under any obligation or liability to make any
advance of its own funds with respect to any Loan.
SECTION
10A.4 RESPONSIBILITY
OF THE FUND.
With
respect to each Loan held by the Custodian hereunder in accordance with the
provisions hereof, the Fund shall (a) cause the Financing Documents evidencing
such Loan to be delivered to the Custodian; (b) include with such Financing
Documents an amortization schedule of payments (the “Payment
Schedule”)
identifying the amount and due dates of scheduled principal payments, the
Interest Payable Date(s) and related payment amount information, and such other
information with respect to the related Loan and Financing Documents as the
Custodians reasonably may require in order to perform its services hereunder
(collectively, “Loan
Information”),
in
such form and format as the Custodian reasonably may require; (c) take, or
cause
the investment manager to take, all actions necessary to acquire good title
to
such Loan (or the participation in such Loan, as the case may be), as and to
the
extent intended to be acquired; and (d) cause the Custodian to be named as
its
nominee for payment purposes under the Financing Documents or otherwise provide
for the direct payment of the Payments to the Custodian. The Custodian shall
be
entitled to rely upon the Loan Information provided to it by the Fund (or the
investment manager acting on its behalf) without any obligation on the part
of
the Custodian independently to verify, investigate, recalculate, update or
otherwise confirm the accuracy or completeness thereof; and the Custodian shall
have no liability for any delay or failure on the part of the Fund in providing
necessary Loan Information to the Custodian, or for the inaccuracy therein
or
incompleteness thereof. With respect to each such Loan, the Custodian shall
be
entitled to rely on any information or notices it may receive from time to
time
from the related bank agent, Obligor or similar party with respect to the
related Loan, and shall be entitled to update its records on the bases of such
information or notices received, without any obligation on its part
independently to verify, investigate or recalculate such
information.
SECTION
10A.5 ATTACHMENT.
In case
any portion of the Loans or the Financing Documents shall be attached or levied
upon pursuant to any order of court, or the delivery or disbursement thereof
shall be stayed or enjoined by any order of court, or any other order, judgment
or decrees shall be made or entered by any court affecting the property of
the
Fund or any act of the Custodian relating thereto, the Custodian is hereby
expressly authorized in its sole discretion to obey and comply with all orders,
judgments or decrees so entered or issued, without the necessity of inquire
whether such court had jurisdiction, and, in case the Custodian obeys or
complied with any such order, judgment or decree, it shall not be liable to
anyone by reason of such compliance.
2. No
Other Modifications.
Except
the extent amended hereby, the terms of the Custodian Contract shall remain
unchanged and unaffected hereby and shall remain in full force and effect to
the
extent of, and in accordance with, its terms.
3. Governing
Law.
This
Amendment shall be governed by and construed in accordance with the laws of
The
Commonwealth of Massachusetts.
4. Counterparts.
This
Amendment may be signed in counterparts, which take together shall constitute
one and the same instrument.
IN
WITNESS WHEREOF, each
of
the parties have caused this Amendment to be executed in its name and on its
behalf by its duly authorized representative as of the date first set forth
above.
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FOR
EACH OF THE FEDERATED INVESTMENT
COMPANIES
PARTY TO THE CUSTODIAN CONTRACT
By:
/s/ J. Xxxxxxxxxxx
Xxxxxxx
Name:
J. Xxxxxxxxxxx Xxxxxxx
Title:
President
FEDERATED
SERVICES COMPANY
By:
/s/ Xxxxx XxXxxxx
III
Name:
Xxxxx XxXxxxx III
Title:
Senior Vice President
STATE
STREET BANK AND TRUST COMPANY
By:
/s/ Xxxxxx X.
Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title:
Executive Vice President
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Annex
A
LOAN
SERVICING
FUNDS
Federated
World Investment Series, Inc.
Federated
International High Income Fund
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