Exhibit 9(xii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SHAREHOLDER SERVICES AGREEMENT
AGREEMENT made as of the 1st day of August, 1996, by and between the
Xxxxxxxx Funds, Inc., and those portfolios of the Fund (collectively the
`Funds'') listed on Exhibit 1, as may be amended from time to time, having
their principal office and place of business at Federated Xxxxxxxxx Xxxxx,
Xxxxxxxxxx, XX 00000-0000 and who have approved this form of Agreement
(individually referred to herein as a "Fund" and collectively as "Funds") and
Federated Shareholder Services Company, a Delaware business trust, having its
principal office and place of business at Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779 ("FSS").
1. The Funds hereby appoint FSS to render or cause to be rendered personal
services to shareholders of the Funds and/or the maintenance of accounts of
shareholders of the Funds ("Services"). In addition to providing Services
directly to shareholders of the Funds, FSS is hereby appointed the Funds' agent
to select, negotiate and subcontract for the performance of Services. FSS
hereby accepts such appointments. FSS agrees to provide or cause to be provided
Services which, in its best judgment (subject to supervision and control of the
Funds' Boards of Trustees or Directors, as applicable), are necessary or
desirable for shareholders of the Funds. FSS further agrees to provide the
Funds, upon request, a written description of the Services which FSS is
providing hereunder.
2. During the term of this Agreement, each Fund will pay FSS and FSS agrees to
accept as full compensation for its services rendered hereunder a fee at an
annual rate, calculated daily and payable monthly, up to 0.25% of 1% of average
net assets of each Fund.
For the payment period in which this Agreement becomes effective or terminates
with respect to any Fund, there shall be an appropriate proration of the monthly
fee on the basis of the number of days that this Agreement is in effect with
respect to such Fund during the month. To enable the Funds to comply with an
applicable exemptive order, FSS represents that the fees received pursuant to
this Agreement will be disclosed to and authorized by any person or entity
receiving Services, and will not result in an excessive fee to FSS.
3. This Agreement shall continue in effect for one year from the date of its
execution, and thereafter for successive periods of one year only if the form of
this Agreement is approved at least annually by the Board of each Fund,
including a majority of the members of the Board of the Fund who are not
interested persons of the Fund ("Independent Board Members") cast in person at a
meeting called for that purpose.
4. Notwithstanding paragraph 3, this Agreement may be terminated as follows:
(a) at any time, without the payment of any penalty, by the vote of a
majority of the Independent Board Members of any Fund or by a vote
of a majority of the outstanding voting securities of any Fund as
defined in the Investment Company Act of 1940 on sixty (60) days'
written notice to the parties to this Agreement;
(b) automatically in the event of the Agreement's assignment as defined
in the Investment Company Act of 1940; and
(c) by any party to the Agreement without cause by giving the other
party at least sixty (60) days' written notice of its intention to
terminate.
5. FSS agrees to obtain any taxpayer identification number certification from
each shareholder of the Funds to which it provides Services that is required
under Section 3406 of the Internal Revenue Code, and any applicable Treasury
regulations, and to provide each Fund or its designee with timely written notice
of any failure to obtain such taxpayer identification number certification in
order to enable the implementation of any required backup withholding.
6. FSS shall not be liable for any error of judgment or mistake of law or for
any loss suffered by any Fund 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 obligations and duties under this Agreement.
FSS shall be entitled to rely on and may act upon advice of counsel (who may be
counsel for such Fund) on all matters, and shall be without liability for any
action reasonably taken or omitted pursuant to such advice. Any person, even
though also an officer, trustee, partner, employee or agent of FSS, who may be
or become a member of such Fund's Board, officer, employee or agent of any Fund,
shall be deemed, when rendering services to such Fund or acting on any business
of such Fund (other than services or business in connection with the duties of
FSS hereunder) to be rendering such services to or acting solely for such Fund
and not as an officer, trustee, partner, employee or agent or one under the
control or direction of FSS even though paid by FSS.
This Section 6 shall survive termination of this Agreement.
7. No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which an enforcement of the change, waiver, discharge or termination is
sought.
8. FSS is expressly put on notice of the limitation of liability as set forth
in the Declaration of Trust of each Fund that is a Massachusetts business trust
and agrees that the obligations assumed by each such Fund pursuant to this
Agreement shall be limited in any case to such Fund and its assets and that FSS
shall not seek satisfaction of any such obligations from the shareholders of
such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of
them.
9. The execution and delivery of this Agreement have been authorized by the
Trustees of FSS and signed by an authorized officer of FSS, 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 FSS, but
bind only the trust property of FSS as provided in the Declaration of Trust of
FSS.
10. Notices of any kind to be given hereunder shall be in writing (including
facsimile communication) and shall be duly given if delivered to any Fund and to
such Fund at the following address: Federated Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX
00000-0000, Attention: Xxxxxx X. Xxxxx, Vice President and if delivered to FSS
at Federated Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000-0000, Attention: President.
11. 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. If any provision of this Agreement shall be held or made
invalid by a court or regulatory agency decision, statute, rule or otherwise,
the remainder of this Agreement shall not be affected thereby. Subject to the
provisions of Sections 3 and 4, hereof, this Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and shall be governed by Pennsylvania law; provided, however, that nothing
herein shall be construed in a manner inconsistent with the Investment Company
Act of 1940 or any rule or regulation promulgated by the Securities and Exchange
Commission thereunder.
12. This Agreement may be executed by different parties on separate
counterparts, each of which, when so executed and delivered, shall be an
original, and all such counterparts shall together constitute one and the same
instrument.
13. This Agreement shall not be assigned by any party without the prior written
consent of FSS in the case of assignment by any Fund, or of the Funds in the
case of assignment by FSS, except that any party may assign to a successor all
of or a substantial portion of its business to a party controlling, controlled
by, or under common control with such party. Nothing in this Section 14 shall
prevent FSS from delegating its responsibilities to another entity to the extent
provided herein.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
Xxxxxxxx Funds, Inc. (portfolios listed on Exhibit
1)
By: /s/ X X Xxxxxxxx
Xxxxxx X. Xxxxxxxx
Title:Chairman
Federated Shareholder Services Company
By: /s/ Xxxxx X. Xxxxx
Title:Chairman
EXHIBIT 1
SHAREHOLDER SERVICES AGREEMENT
Xxxxxxxx Equity Income Fund
Xxxxxxxx Government Income Fund
Xxxxxxxx Intermediate Bond Fund
Xxxxxxxx Intermediate Tax-Free Fund
Xxxxxxxx International Stock Fund
Xxxxxxxx Mid-Cap Stock Fund
Marshall Short-Term Income Fund
Xxxxxxxx Small-Cap Stock Fund
Xxxxxxxx Stock Fund
Xxxxxxxx Value Equity Fund
