Exhibit 9(iv) under form N-1A
Exhibit 10(iv) under Item 601 /Reg.S-K
SHAREHOLDER SERVICES AGREEMENT
This Agreement is made between the Financial Institution executing this
Agreement ("Provider") and Federated Administrative Services ("FAS") for
The Biltmore Funds and The Biltmore Municipal Funds (the "Trusts"), on
behalf of the portfolios listed in Exhibit A hereto (the "Funds"), who have
approved this form of Agreement. In consideration of the mutual covenants
hereinafter contained, it is hereby agreed by and between the parties
hereto as follows:
1. FAS hereby appoints Provider 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"). Provider agrees to
provide Services which, in its best judgment, are necessary or desirable
for its customers who are investors in the Funds. Provider further agrees
to provide FAS, upon request, a written description of the Services which
Provider is providing hereunder.
2. The Services to be provided under Paragraph 1 may include, but are
not limited to, the following:
(a) communicating account openings through computer terminals
located on the Provider's premises ("computer terminals"), through a
toll-free telephone number or otherwise;
(b) communicating account closings via the computer terminals,
through a toll-free telephone number or otherwise;
(c) entering purchase transactions through the computer terminals,
through a toll-free telephone number or otherwise;
(d) entering redemption transactions through the computer
terminals, through a toll-free telephone number or otherwise;
(e) electronically transferring and receiving funds for Fund Share
purchases and redemptions, and confirming and reconciling all such
transactions;
(f) reviewing the activity in Fund accounts;
(g) providing training and supervision of its personnel; and
(h) responding to customers' and potential customers' questions
about the Funds.
The Services listed above are illustrative. The Provider is not required
to perform each Service and may at any time perform either more or fewer
Services than described above.
3. During the term of this Agreement, the Funds will pay the Provider
fees as set forth in a written schedule delivered to the Provider pursuant
to this Agreement. The fee schedule for Provider may be changed by FAS
sending a new fee schedule to Provider pursuant to Paragraph 10 of this
Agreement. For the payment period in which this Agreement becomes
effective or terminates, there shall be an appropriate proration of the fee
on the basis of the number of days that this Agreement is in effect during
the quarter.
4. The Provider understands that the Department of Labor views ERISA
as prohibiting fiduciaries of discretionary ERISA assets from receiving
administrative service fees or other compensation from funds in which the
fiduciary's discretionary ERISA assets are invested. To date, the
Department of Labor has not issued any exemptive order or advisory opinion
that would exempt fiduciaries from this interpretation. Without specific
authorization from the Department of Labor, fiduciaries should carefully
avoid investing discretionary assets in any fund pursuant to an arrangement
where the fiduciary is to be compensated by the fund for such investment.
Receipt of such compensation could violate ERISA provisions against
fiduciary self-dealing and conflict of interest and could subject the
fiduciary to substantial penalties.
5. The Provider agrees not to solicit or cause to be solicited
directly, or indirectly at any time in the future, any proxies from the
shareholders of a Fund in opposition to proxies solicited by management of
the Trusts, unless a court of competent jurisdiction shall have determined
that the conduct of a majority of the Board of Trustees of the Trusts
constitutes willful misfeasance, bad faith, gross negligence or reckless
disregard of their duties. This Paragraph 5 will survive the term of this
Agreement.
6. This Agreement shall continue in effect for one year from the date
of its execution, and thereafter for successive periods of one year if the
form of this Agreement is approved at least annually by the Board of the
Trust, including a majority of the members of the Board of the Trusts who
are not interested persons of the Funds and have no direct or indirect
financial interest in the operation of this Agreement or in any related
documents to this Agreement ("Disinterested Board Members") cast in person
at a meeting called for that purpose.
7. Notwithstanding Paragraph 6, 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 Disinterested Board Members of the Trusts or by
a vote of a majority of the outstanding voting securities of a Fund
as defined in the Investment Company Act of 1940 on not more than
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 either party to the Agreement without cause by giving the
other party at least sixty (60) days' written notice of its
intention to terminate.
8. The Provider agrees to obtain any taxpayer identification number
certification from its customers required under Section 3406 of the
Internal Revenue Code, and any applicable Treasury regulations, and to
provide the Funds or their 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.
9. This Agreement supersedes any prior service agreements between the
parties for the Funds.
10. This Agreement may be amended by FAS from time to time by the
following procedure. FAS will mail a copy of the amendment to the
Provider's address, as shown below. If the Provider does not object to the
amendment within thirty (30) days after its receipt, the amendment will
become part of this Agreement. The Provider's objection must be in writing
and be received by FAS within such thirty days.
11. The Provider acknowledges and agrees that FAS has entered into
this Agreement solely in the capacity of agent for the Funds. The Provider
agrees not to claim that FAS is liable for any responsibilities or amounts
due by the Funds hereunder.
12. This Agreement shall be construed in accordance with the laws of
the Commonwealth of Pennsylvania.
PROVIDER
Address
City, State, Zip Code
Date
Authorized Signature
Title
Print Name of Authorized Signature
FEDERATED ADMINISTRATIVE SERVICES
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇.
Vice President
EXHIBIT A
TO THE
SHAREHOLDER SERVICES AGREEMENT
CLASS A SHARES
CLASS B SHARES
Biltmore Balanced Fund
Biltmore Emerging Markets Fund
Biltmore Equity Fund
Biltmore Equity Index Fund
Biltmore Fixed Income Fund
Biltmore Georgia Municipal Bond Fund
Biltmore North Carolina Municipal Bond Fund
Biltmore Quantitative Equity Fund
Biltmore Short-Term Fixed Income Fund
Biltmore South Carolina Municipal Bond Fund
Biltmore Special Values Fund
Shareholder Service Fees
1. During the term of this Agreement, the Funds will pay Provider a
quarterly fee. This fee will be computed at the annual rate of .25 of 1%
of the average net asset value of shares of the Funds held during the
quarter in accounts for which the Provider provides Services under this
Agreement, so long as the average net asset value of Shares in the Funds
during the quarter equals or exceeds such minimum amount as the Funds shall
from time to time determine and communicate in writing to the Provider.
2. For the quarterly period in which the Shareholder Services
Agreement becomes effective or terminates, there shall be an appropriate
proration of any fee payable on the basis of the number of days that this
is in effect during the quarter.
Exhibit 9(v) under Form N-1A
Exhibit 10(v) under Item 601/Reg. S-K
AMENDMENT NO. 1
dated September 12, 1996
to
Schedule B
Portfolio Accounting
and
Shareholder Recordkeeping Agreement
between
The Biltmore Municipal Funds
and
FEDERATED SERVICES COMPANY
Compensation for Portfolio Accounting
Annual Fees per Portfolio
First $100 Million 3.0 Basis Points
$100 Million - $300 Million 2.0 Basis Points
$300 Million - $500 Million 1.0 Basis Points
Over $500 Million 0.5 Basis Points
Fund Minimum $39,000
Each Additional Class of Shares $12,000
(Plus pricing charges and other out-of-pocket expenses)
Fees will be charged according to the above, on a calendar month basis.
For those Portfolios with multiple investment managers, there is no
additional charge to maintain separate portfolio records by manager. There
is no additional charge for determining a fully accrued, trade debt
adjusted market value for each manager's portion of the fund's portfolio
and for reporting portfolio activity by manager.
For fluctuating price funds, the Trust must establish a contract directly
with one or more pricing sources to supply the daily prices which Services
will receive. The above fees do not include any charges for the Portfolio
to obtain such daily prices.
The monthly fee will be $1,000 per Portfolio with no asset charge for those
months where Federated is the only shareholder, due to its seeding of the
Portfolio. With regard to this, the charge to the Portfolio for the entire
month will be determined, without proration, based on whether Federated is
the sole shareholder on the last day the Portfolio is open for business in
that month.
ATTEST: THE BILTMORE MUNICIPAL FUNDS
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Secretary Vice President
ATTEST: FEDERATED ADMINISTRATIVE SERVICES
(Assignee of Federated Services Company)
/s/ S. ▇▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Assistant Secretary Senior Vice President
