Exhibit (h)(iv) 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 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (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:
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;
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.
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.
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.
D. 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.
E. 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.
F. 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.
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.
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.
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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.
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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 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇,
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.
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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.
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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 ss. 248.14) ("Section 248.14 NPI"); for
specified law enforcement and miscellaneous purposes (17
CFR ss. 248.15) ("Section 248.15 NPI") ; and to service
providers or in connection with joint marketing
arrangements (17 CFR ss. 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 ss. 248.7 and 17 CFR ss. 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 ss.
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 ▇▇.▇▇. 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 ss. 248.13;
(3) The Company further represents and warrants that, in
accordance with 17 CFR ss. 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 (ss.248.14) or miscellaneous (ss.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 (ss.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
(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
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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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Executive Vice President
FEDERATED ADMINISTRATIVE SERVICES
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
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. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: J. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
FEDERATED ADMINISTRATIVE SERVICES
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Treasurer
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.
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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Executive Vice President
FEDERATED ADMINISTRATIVE SERVICES
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
Title: President