Exhibit (h)(ix) under Form N-1A
Exhibit 10 under Item 601/Reg S-K
TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
EACH OF THE FEDERATED FUNDS LISTED ON EXHIBIT A HERETO
AND
STATE STREET BANK AND TRUST COMPANY
2
TABLE OF CONTENTS
Page
1. Definitions ...........................................................1
2. Terms of Appointment and Duties........................................3
3. Fees and Expenses.....................................................11
4. Representations and Warranties of the Transfer Agent..................12
5. Representations and Warranties of the Fund............................12
6. Wire Transfer Operating Guidelines/Article 4A.........................13
7. Data Access and Proprietary Information...............................14
8. Indemnification......................................................... 16
9. Standard of Care/Limitation of Liability..............................17
10. Fund Confidential Information.........................................18
11. Covenants of the Fund and the Transfer Agent..........................19
12. Termination of Agreement..............................................20
13. Assignment and Third Party Beneficiaries..............................22
14. Subcontractors.......................................................... 22
15. Miscellaneous........................................................... 23
16. Additional Funds......................................................24
17. Limitation of Liabilities of Trustees and Shareholders of the Fund....24
EXHIBIT A Federated Funds
EXHIBIT B Uncertificated Securities Account Control Agreement
SCHEDULE A Federated Funds
SCHEDULE 2.1 Service Level Standards
SCHEDULE 2.2(f) AML Delegation
SCHEDULE 2.2(g) Checkwriting Services Support
SCHEDULE 2.2(h) Debit Card Services/ACH Transactions Support
SCHEDULE 2.4 Functional Matrix
SCHEDULE 3.1 Fees
SCHEDULE 3.2 Out-Of-Pocket Expenses
27
1
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 1st day of July, 2004 (the "Agreement"), by and
between each entity that has executed this agreement, as listed on the signature
pages hereto, each company having its principal place of business at 0000
Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000, collectively, (the "Fund"), and
STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its
principal office and place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000
(the "Transfer Agent"). This Agreement shall be considered a separate agreement
between the Transfer Agent and each Fund and references to "the Fund" shall
refer to each Fund separately. No Fund shall be liable for the obligations of,
nor entitled to the benefits of, any other Fund under this agreement.
WHEREAS, the Fund is authorized to issue shares in separate series, with
each such series representing interests in a separate portfolio of securities
and other assets;
WHEREAS, the Fund offers shares in various series, such series shall be
named in the attached Schedule A which may be amended by the parties from time
to time (each such series and all classes thereof, together with all other
series and all classes thereof subsequently established by the Fund and made
subject to this Agreement in accordance with Section 16, being herein referred
to as a "Portfolio", and collectively as the "Portfolios"); and
WHEREAS, the Fund, on behalf of the Portfolios, desires to appoint the
Transfer Agent as its transfer agent, dividend disbursing agent and agent in
connection with certain other activities, and the Transfer Agent desires to
accept such appointment.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. Definitions
"Affiliate" has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act.
"Agreement" shall have the meaning ascribed thereto in the preamble to
this Agreement.
"AML" shall have the meaning ascribed thereto in Section 2.2(f) hereof.
"AML Program" shall have the meaning ascribed thereto in Section 2.2(f)
hereof.
"Annual Report" shall have the meaning ascribed thereto in Section 2.5
hereof.
"Applicable Law" shall have the meaning ascribed thereto in Section 2.1
hereof.
"Bank" shall mean State Street Bank and Trust Company, acting in its
capacity as a bank only for purposes of Section 6.8 hereof.
"Board" shall have the meaning ascribed thereto in Section 2.1 hereof.
"Boston Financial" shall have the meaning ascribed thereto in Section 14.1
hereof.
"Chief Compliance Officer" shall have the meaning ascribed thereto in
Section 2.5 hereof.
"Custodian" shall have the meaning ascribed thereto in Section 2.1(A)(1)
hereof.
"Data Access Services" shall have the meaning ascribed thereto in Section
7.1 hereof.
"Deconversion" shall have the meaning ascribed thereto in Section 12.2
hereof.
"Delegated Duties" shall have the meaning ascribed thereto in Schedule
2.2(f) hereto.
"Disclosure Documents" shall have the meaning ascribed thereto in Section
2.1(E)(4) hereof.
"Distribution Payment Date" shall have the meaning ascribed thereto in
Section 2.1(C)(1) hereof.
"Fee Schedule" shall have the meaning ascribed thereto in Section 3.1
hereof.
"Functional Matrix" shall have the meaning ascribed thereto in Section 2.4
hereof.
"Fund" and "Funds" shall have the meanings ascribed thereto in the
preamble to this Agreement.
"Fund Confidential Information" shall have the meaning ascribed thereto in
Section 10.1 hereof.
"Fund/SERV" shall have the meaning ascribed thereto in Section 2.2(c)
hereof.
"Good Purchase Orders" shall have the meaning ascribed thereto in Section
2.1(A)(1) hereof.
"Good Redemption Orders" shall have the meaning ascribed thereto in
Section 2.1(B)(1) hereof.
"Good Transfer/Exchange Orders" shall have the meaning ascribed thereto in
Section 2.1(B)(3) hereof.
"Initial Term" shall have the meaning ascribed thereto in Section 12.1
hereof.
"IRAs" shall have the meaning ascribed thereto in Section 2.3 hereof.
"NAV" shall mean the net asset value per share of a Fund.
"Networking" shall have the meaning ascribed thereto in Section 2.2(c)
hereof.
"Next Calculated NAV" shall mean the NAV next calculated by each Fund's
fund accountant after receipt by Transfer Agent (or any agent of the
Transfer Agent or Funds identified in the registration statement of such
Fund or in Proper Instructions (each, a "22c-1 Agent")) of a (i) Good
Purchase Order or (ii) Good Redemption Order, as applicable.
"NSCC" shall have the meaning ascribed thereto in Section 2.2(c) hereof.
"OFAC" shall have the meaning ascribed thereto in Schedule 2.2(f) hereto.
"Oral Instruction" shall have the meaning ascribed thereto in Section 2.1
hereof.
"Policies" shall have meaning ascribed thereto in Section 2.5 hereof.
"Portfolio" shall have the meaning ascribed thereto in the preamble to
this Agreement.
"Prior Transfer Agent" shall have the meaning ascribed thereto in Section
2.4 hereof.
"Processing Guidelines" shall have the meaning ascribed thereto in Section
2.1(A)(1) hereof
"Proper Instructions" shall have the meaning ascribed thereto in Section
2.1 hereof.
"Prospectus" shall have the meaning ascribed thereto in Section 2.1
hereof.
"Recordkeeping Agreement" shall have the meaning ascribed thereto in
Section 2.1(F)(4) hereof.
"Renewal Term" shall have the meaning ascribed thereto in Section 12.1
hereof.
"Retirement Accounts" shall have the meaning ascribed thereto in Section
2.3 hereof.
"SAR" shall have the meaning ascribed thereto in Schedule 2.2(f) hereto.
"Security Procedure" shall have the meaning ascribed thereto in Section
6.1 hereof.
"Service Level Standards" shall have the meaning ascribed thereto in
Section 2.1 hereof.
"Shares" shall have the meaning ascribed thereto in Section 2.1 hereof.
"Shareholders" shall have the meaning ascribed thereto in Section 2.1
hereof.
"Super Sheet" shall have the meaning ascribed thereto in Section 2.2(b)
hereof.
"TA 2000 System" shall have the meaning ascribed thereto in Section 2.2(c)
hereof.
"Term" shall have the meaning ascribed thereto in Section 12.1 hereof.
"TIN" shall have the meaning ascribed thereto in Schedule 2.2(f) hereto.
"Transfer Agent" shall have the meaning ascribed thereto in the preamble
to this Agreement.
"Transfer Agent Proprietary Information" shall have the meaning ascribed
thereto in Section 7.1 hereof.
"USA PATRIOT Act" shall have the meaning ascribed thereto in Schedule
2.2(f) hereto.
2. Terms of Appointment and Duties
2.1 Transfer Agency Services. Subject to the terms and conditions set forth in
this Agreement, the Fund, on behalf of its respective Portfolios, hereby
employs and appoints the Transfer Agent to act as, and the Transfer Agent
agrees to act as, its transfer agent for the Fund's authorized and issued
shares of its common stock or beneficial interest, as applicable
("Shares"), dividend disbursing agent and agent in connection with any
accumulation, open-account or similar plan provided to the shareholders of
each of the respective Portfolios of the Fund ("Shareholders") and set out
in the currently effective prospectus and statement of additional
information of the Fund, on behalf of the Portfolio, as the same may be
modified or amended from time to time and provided by the Fund to the
Transfer Agent ("Prospectus"), including without limitation any periodic
investment plan or periodic withdrawal program and in connection
therewith, to perform the following services in accordance with (i) Proper
Instructions, (ii) federal and state laws, rules and regulations
applicable to the performance of the services enumerated in Sections 2.1
through 2.6 and Sections 6.1 through 6.9 hereof (together with any
incorporated Schedules and/or Exhibits) and/or to which Transfer Agent is
subject ("Applicable Law"), (iii) the terms of the Prospectus of each Fund
or Portfolio, as applicable, and (iv) the service level standards set
forth in Schedule 2.1 attached hereto (the "Service Level Standards").
When used in this Agreement, the term "Proper Instructions" shall mean a
writing signed or initialed by one or more persons as shall have been
authorized from time to time by the board of directors/trustees of each
Fund (the "Board") and with respect to which a written confirmation of
such authorization shall have been filed with the Transfer Agent by the
Fund. Each such writing shall set forth the specific transaction or type
of transaction involved. Oral instructions ("Oral Instructions") will be
deemed to be Proper Instructions if (a) they otherwise comply with the
definition thereof and (b) the Transfer Agent reasonably believes them to
have been given by a person authorized to give such instructions with
respect to the transaction involved. The Fund shall promptly confirm all
Oral Instructions or cause such Oral Instructions given by a third party
who is authorized to give such Oral Instructions, to be promptly confirmed
in writing. Proper Instructions may include communications effected
through electro-mechanical or electronic devices. Proper Instructions,
oral or written, may only be amended or changed in writing, including
without limitation through electro-mechanical or electronic device.
A. Purchases
(1)The Transfer Agent shall receive orders and payment for the
purchase of Shares and, with respect to orders and payment which
are in good order ("Good Purchase Orders") according to the then
current processing guidelines of the Transfer Agent, as the same
may be changed from time to time upon provision of a revised
version thereof to the administrator of the Fund (the "Processing
Guidelines"), promptly deliver the payments received therefor to
the custodian of the relevant Fund (the "Custodian"), for credit
to the account of such Fund. The Transfer Agent shall notify each
Custodian, on a daily basis, of the total amount of Good Purchase
Orders received. Orders which are not Good Purchase Orders will
be promptly rejected by the Transfer Agent, absent Proper
Instructions to the contrary, and the Shareholder or would-be
Shareholder, as applicable, will be promptly notified of such
action.
(2)Subject to the deduction of any front-end sales charge, where
applicable, as the Transfer Agent is instructed in accordance with
the provisions of subsection 2.1(A)(3) hereof, but based upon the
Next Calculated NAV, the Transfer Agent shall compute and issue
the appropriate number of Shares of each Fund and/or Class and
credit such Shares to the appropriate Shareholder accounts.
(3)The Transfer Agent shall deduct, and remit to the appropriate
party according to Proper Instructions, all applicable sales
charges according to (i) the Prospectus of the Fund, (ii) the
relevant information contained in any Good Purchase Orders, and
(iii) Proper Instructions, as applicable.
B. Redemptions, Transfers and Exchanges
(1) The Transfer Agent shall receive redemption requests and, with
respect to requests which are in good order according to the
Processing Guidelines ("Good Redemption Orders"), promptly deliver
the appropriate instructions therefor to the Custodian. The
Transfer Agent shall notify each Custodian, on a daily basis, of
the total amount of Good Redemption Orders received and/or
estimated, as the case may be. Redemption orders which are not in
good order, will be promptly rejected by the Transfer Agent,
absent Proper Instructions to the contrary, and the Shareholder
will be promptly notified of such action.
(2) Upon receipt of redemption proceeds from the Custodian with
respect to any Good Redemption Order, in an amount equal to the
product of the number of Shares to be redeemed times the Next
Calculated NAV, the Transfer Agent shall pay or cause to be paid
such redemption proceeds in the manner instructed by the redeeming
Shareholders.
(3) The Transfer Agent shall effect transfers and/or exchanges of
Shares from time to time as instructed by the registered owners
thereof, to the extent that such transfer and/or exchange
instructions are in good order according to the Processing
Guidelines ("Good Transfer/Exchange Orders"). All exchanges shall
be processed as a redemption from the Fund in which the
Shareholder is currently invested and a purchase of Shares in the
Fund into which the Shareholder wishes to exchange. All
instructions for transfer and/or exchange of Shares which are not
Good Transfer/Exchange Orders shall be promptly rejected by the
Transfer Agent, absent Proper Instructions to the contrary, and
the Shareholder will be promptly notified of such action.
(4)The Transfer Agent shall deduct from all redemption proceeds,
and remit to the appropriate party according to Proper
Instructions, any applicable redemption fees, contingent deferred
sales charges, and other appropriate fees according to (i) the
Prospectus of the Fund, (ii) the relevant information contained in
any Good Redemption Orders, and (iii) Proper Instructions, as
applicable.
C. Distributions
(1) Upon receipt by the Transfer Agent of Proper Instructions as
to any distributions declared in respect of Shares, the Transfer
Agent shall act as Dividend Disbursing Agent for the Funds and
shall either credit the amount of any such distribution to
Shareholders of record on the record date for such distribution,
or pay such distribution in cash to such Shareholders on the
payable date, pursuant to instructions from such Shareholders and
in accordance with the provisions of the Fund's governing document
and its Prospectus. Such credits or payments, as the case may be,
shall be made by the Transfer Agent on the date established for
same in the Proper Instructions (the "Distribution Payment Date").
As the Dividend Disbursing Agent, the Transfer Agent shall, on or
before the Distribution Payment Date, notify the Custodian of the
estimated amount required to pay any portion of said distribution
which is payable in cash and instruct the Custodian to make
sufficient funds available to pay such amounts. The Transfer Agent
shall reconcile instructions given to the Custodian against
amounts received from the Custodian, on a daily basis. If a
Shareholder has not elected to receive any such distribution in
cash, the Transfer Agent shall credit the Shareholder's account
with a number of Shares equal to the product of the aggregate
dollar amount of such distribution divided by the Next Calculated
NAV for Shares, determined as of the date set forth in the Proper
Instructions; and
(2) The Transfer Agent shall maintain records of account for each
Fund and Portfolio, and the classes thereof, and advise each Fund,
each Portfolio, and the classes thereof, and their respective
Shareholders as to the foregoing.
D. Recordkeeping
(1) The Transfer Agent shall record the issuance of Shares of each
Fund, and/or Class, and maintain a record of the total number of
Shares of the Fund and/or Class which are authorized, based upon
data provided to it by the Fund, and issued and outstanding. The
Transfer Agent shall also provide the Fund on a regular basis or
upon reasonable request with the total number of Shares which are
authorized and issued and outstanding, but shall have no
obligation when recording the issuance of Shares, except as
otherwise set forth herein, to monitor the issuance of such Shares
or to take cognizance of any laws relating to the issue or sale of
such Shares, which functions shall be the sole responsibility of
the Funds.
(2) The Transfer Agent shall establish and maintain records
relating to the services to be performed hereunder in the form and
manner as agreed to by the Funds including but not limited to, for
each Shareholder's account, the following:
(a) Relevant, required account ownership, including name,
address, date of birth and social security/tax identification
number (and whether such number has been certified);
(b) Number of Shares owned of record;
(c) Historical information regarding the account, including
dividends paid and time, date and price for all transactions;
(d) Any stop or restraining order placed against the account;
(e) Information with respect to withholding in the case of a
foreign account or an account for which backup or other
withholding is required by the Internal Revenue Code;
(f) Any dividend reinvestment instructions, systematic
investment or withdrawal plan applications and instructions,
cash dividend payment address and any and all correspondence
relating to the current registration or other effective
instructions with respect to such account;
(g) Any information required in order for the Transfer Agent
to perform the calculations contemplated or required by this
Agreement; and
(h) Any such other records as are required to be maintained
under Applicable Law with respect to the services to be
provided by the Transfer Agent hereunder.
(3) The Transfer Agent shall preserve any such records that are
required to be maintained for the periods for which they are
required by Applicable Law to be maintained. The Transfer Agent
acknowledges that any and all such records are the property of the
Fund, and the Transfer Agent shall forthwith upon Proper
Instructions, turn over to the Fund or to the person designated in
the Proper Instructions, and cease to retain in the Transfer
Agent's files, records and documents created and maintained by the
Transfer Agent pursuant to this Agreement, which are no longer
needed by the Transfer Agent in performance of its services or for
its protection. If not so required to be turned over, such records
and documents will be retained by the Transfer Agent for six years
from the year of creation, during the first two of which such
documents will be in readily accessible form and in a readily
accessible location. At the end of the six-year period, such
records and documents will either be turned over to the Fund or,
absent contrary Proper Instructions, destroyed in accordance with
the then current record-retention policy of the Transfer Agent.
E. Confirmations and Reports
(1)The Transfer Agent shall furnish the following information to
the Fund, or other party at the direction of the Fund pursuant to
Proper Instructions, upon request:
(a) A copy of the transaction register;
(b) Dividend and reinvestment blotters;
(c)Shareholder lists and statistical information;
(d) Information as to payments to third parties relating to
distribution agreements, allocations of sales loads,
redemption fees, or other transaction- or sales-related
payments;
(e) The total number of Shares issued and outstanding in
each state for "blue sky" purposes as determined
according to Proper Instructions delivered from time to
time by the Fund to the Transfer Agent; and
(f) Such other information as may be agreed upon from time to
time.
(2) The Transfer Agent shall prepare and timely file with the
United States Internal Revenue Service, and appropriate state
agencies, all required information reports as to dividends and
distributions paid to Shareholders. The Transfer Agent shall
prepare and timely mail to Shareholders, to the extent required,
all information and/or notices with respect to dividends and
distributions paid to such Shareholder, the sale price of any
Shares sold and such other information as shall be necessary for
the Shareholders to determine the amount of any taxable gain or
loss in respect of the sale of Shares.
(3) The Transfer Agent shall prepare and mail confirmation
statements and statements of account to Shareholders for all
purchases and redemptions of Shares and other confirmable
transactions in Shareholder accounts.
(4) The Transfer Agent shall provide to all Shareholders, such
prospectuses, semi-annual reports, annual reports, proxy
statements and, only as requested, statements of additional
information ("Disclosure Documents") as are provided to Transfer
Agent by the Funds, at the times and in the form directed by the
Funds from time to time. The Funds shall provide the Transfer
Agent with such quantities of the Disclosure Documents as the
Transfer Agent shall reasonably request for purposes of
permitting the Transfer Agent to fulfill this obligation.
F. Other Rights and Duties
(1) To the extent required under the Functional Matrix, the
Transfer Agent shall answer correspondence from Shareholders
relating to their Share accounts and such other correspondence as
may from time to time be addressed to the Transfer Agent or
forwarded to the Transfer Agent for response by the administrator
or other service provider for the Fund.
(2) The Transfer Agent shall engage a subcontractor to (a) prepare
Shareholder meeting lists, mail proxy cards and other material
supplied to it by the Fund in connection with shareholder meetings
of each Fund; and (b) receive, examine and tabulate returned
proxies, and certify the vote of the Shareholders.
(3) The Transfer Agent shall establish and maintain facilities and
procedures for (a) the safekeeping of check forms and facsimile
signature imprinting devices, if any; and (b) the preparation or
use, and for keeping account of, such certificates, forms and
devices.
(4)The Transfer Agent shall: (a) operationally support
transactions with the registered owners of omnibus accounts with
whom the Funds have an agreement for the provision of services
necessary for the recordkeeping or sub-accounting of share
positions held in underlying sub-accounts (each, a "Recordkeeping
Agreement"), by agreeing to perform, pursuant to Proper
Instructions, those obligations of the Funds under such
Recordkeeping Agreements as are set forth in the written agreement
between the Fund and the Recordkeeping Agent and (b) enter into
account control agreements, for, on behalf of, and in the name of,
the Funds for the purpose of perfecting the security interest of a
lender in Shares pledged as collateral by a Shareholder under and
pursuant to an Uncertificated Securities Account Control Agreement
in the form attached hereto as Exhibit B, and to perform the
obligations of the Issuer (as defined therein) thereunder in
accordance with the terms thereof. It is expressly acknowledged
and agreed, however, that to the extent that any Recordkeeping
Agreement contains terms or conditions that are not contained in,
or are materially different from, the terms and conditions set
forth in the form of Recordkeeeping Agreement reviewed by the
Transfer Agent as of the date hereof, the Funds shall afford
Transfer Agent a reasonable opportunity, not to exceed one week,
within which to review such modified Recordkeeping Agreement and
indicate any required changes.
(5)The Transfer Agent shall identify and process abandoned
accounts and uncashed checks for state escheat requirements on an
annual basis and report such actions to the Fund.
2.2 Additional Services. In addition to, and neither in lieu nor in
contravention of, the services set forth in Section 2.1, the Transfer
Agent shall perform the following services:
(a) Other Customary Services. Perform the customary services of a transfer
agent, dividend disbursing agent and, as relevant, agent in connection
with accumulation, open-account or similar plan (including without
limitation any periodic investment plan or periodic withdrawal program);
(b) Control Book (also known as "Super Sheet"). Maintain a daily record
and produce a daily report for the Fund of all transactions and receipts
and disbursements of money and securities and deliver a copy of such
report for the Fund for each business day to the Fund no later than 9:00
AM Eastern Time, or such earlier time as the Fund may reasonably require,
on the next business day;
(c) National Securities Clearing Corporation (the "NSCC"). In accordance
with the rules and procedures of the NSCC in effect from time to time
during the Term, (i) accept and effectuate (A) the registration and
maintenance of accounts through the NSCC's services known as networking
("Networking") and (B) the purchase, redemption, transfer and exchange of
shares in such accounts through the NSCC's services known as Fund/SERV
("Fund/SERV"), (ii) accept and process instructions transmitted to, and
received by, the Transfer Agent by transmission from the NSCC on behalf of
broker dealers and banks which have been established by, or in accordance
with Proper Instructions, and instructions of persons designated on the
appropriate dealer file maintained by the Transfer Agent as authorized by
the Fund to give such instructions, (iii) issue instructions to Fund's
banks for the settlement of transactions between the Fund and NSCC (acting
on behalf of its broker-dealer and bank participants); (iv) provide
account and transaction information from the affected Fund's records on
DST Systems, Inc. computer system TA2000 ("TA2000 System") in accordance
with NSCC's Networking and Fund/SERV rules for those broker-dealers; and
(v) maintain Shareholder accounts on TA2000 System through Networking;
(d) New Procedures. New procedures as to who shall provide certain of
these services in Section 2 may be established through an amendment to
this Agreement from time to time, such that the Transfer Agent may at
times perform some of these services and the Fund or its agent may perform
other of these services;
(e) Telephone Support Services. To the extent contemplated in the
Functional Matrix, provide telephone support services and, to the extent
agreed upon by the Transfer Agent and the Fund, provide additional
telephone support services under this Agreement; and
(f) Anti-Money Laundering ("AML") Delegation. Perform certain of the
Fund's obligations under the USA PATRIOT Act, including the obligation to
perform all duties under the Fund's duly-adopted Anti-Money Laundering
Program (the "AML Program"), on the terms stated in Schedule 2.2(f)
attached hereto, as the same may be amended from time to time by mutual
written agreement of the parties.
(g) Checkwriting Services Support. Perform the services set forth on
Schedule 2.2(g) hereto, as the same may be amended by mutual agreement of
the parties hereto from time to time, in connection with the checkwriting
privileges, if any, extended by the Fund.
(h) Debit Card Services Support. Perform the services set forth on
Schedule 2.2(h) hereto, as the same may be amended by mutual agreement of
the parties hereto from time to time, in connection with the debit card
privileges, if any, extended by the Fund:
2.3 Retirement Accounts. With respect to certain retirement plans or accounts
(such as individual retirement accounts ("IRAs"), SIMPLE IRAs, SEP IRAs,
Xxxx IRAs, Education IRAs, and 403(b) Plans (such accounts, "Retirement
Accounts"), the Transfer Agent, at the request and expense of the Fund,
shall arrange for the provision of appropriate prototype plans as well as
provide or arrange for the provision of various services to such plans
and/or accounts, which services may include custodial services to be
provided by State Street Bank and Trust Company, in its capacity as a
bank, account set-up maintenance, and disbursements as well as such other
services as the parties hereto shall mutually agree upon.
2.4 Specific Duties and Allocation Thereof. The Transfer Agent and Federated
Services Company, the prior transfer agent for the Fund (the "Prior
Transfer Agent") have reviewed the functions performed for the Fund by the
Prior Transfer Agent and have set forth on Schedule 2.4 (as amended from
time to time, the "Functional Matrix") all of such functions which after
the date hereof the Transfer Agent shall perform for the Fund for the fees
set forth on Schedule 3.1. Whether or not specifically enumerated herein,
the Transfer Agent shall, for the fees set forth in the Fee Schedule,
perform all of the functions specified in the Functional Matrix. In the
event of any conflict between the description of said function contained
in this Section 2 and the Functional Matrix, the Functional Matrix shall
control.
2.5 Periodic Review of Compliance Policies and Procedures. During the Term,
Transfer Agent shall periodically assess its compliance policies and
procedures (the "Policies"). Transfer Agent shall provide, (i) no less
frequently than annually, a copy of its Policies to the chief compliance
officer of the Fund (the "Chief Compliance Officer"), and/or any
individual designated by the Fund or such Chief Compliance Officer,
including but not limited to members of the internal compliance and audit
departments of Federated Investors, Inc., (ii) at such reasonable times as
he or she shall request, access by such Chief Compliance Officer to such
individuals as may be necessary for the Chief Compliance Officer to
conduct an annual review of the operation of such Policies for purposes of
making his or her annual report to the Board of the Fund (the "Annual
Report"), (iii) promptly upon enactment, notification of, and a copy of,
any material change in such Policies, and (iv) promptly upon request, such
other information as may be reasonably requested by such Chief Compliance
Officer for purposes of making such Annual Report.
2.6 Cooperation with Respect to Examinations and Audits. Transfer Agent shall
provide assistance to and cooperate with the Fund with respect to any
federal or state government-directed examinations and with the Fund's
internal or external auditors in connection with any Fund-directed audits.
For purposes of such examinations and audits, at the request of the Fund,
the Transfer Agent will use all reasonable efforts to make available,
during normal business hours of the Transfer Agent's facilities, all
records and Policies solely as they directly pertain to the Transfer
Agent's activities under or pursuant to this Agreement. Such audits and
examinations shall be conducted at the Fund's expense and in a manner that
will not interfere with the Transfer Agent's normal and customary conduct
of its business activities. To the extent practicable, the Fund shall make
every effort to (i) coordinate Fund-directed audits so as to minimize the
inconvenience to the Transfer Agent and (ii) conduct Fund-directed audits
of the Transfer Agent simultaneously. With respect to Fund-directed
audits, the Transfer Agent shall provide such assistance in accordance
with reasonable procedures and at reasonable frequencies, and the Fund
shall provide reasonable advance notice of not less than forty-eight (48)
hours to the Transfer Agent of such audits, and to the extent possible, of
such examinations. The Transfer Agent may require any persons seeking
access to its facilities to provide reasonable evidence of their
authority. With respect to Fund-directed audits, the Transfer Agent may
require such persons to execute a confidentiality agreement before
granting access. On an annual basis, the Transfer Agent will provide the
Fund with copies of its SAS 70 report.
3. Fees and Expenses
3.1 Fee Schedule. For the performance by the Transfer Agent of its obligations
pursuant to this Agreement, the Fund agrees to pay the Transfer Agent an
annual maintenance fee for each Shareholder account as set forth in the
attached fee schedule ("Schedule 3.1")(the "Fee Schedule"). Such fees and
out-of-pocket expenses and advances identified under Section 3.2 below may
be changed from time to time subject to mutual written agreement between
the Fund and the Transfer Agent.
3.2 Out-of-Pocket Expenses. In addition to the fee paid under Section 3.1
above, the Fund agrees to reimburse the Transfer Agent for the
out-of-pocket expenses listed on Schedule 3.2 hereof ("Schedule 3.2").
Such out-of-pocket expenses, and the accrual, calculation and conformity
of same to Schedule 3.2 shall be subject to audit from time to time by the
treasurer of the Fund. In addition, any other expenses incurred by the
Transfer Agent at the request or with the prior consent of the Fund will
be reimbursed by the Fund.
3.3 Postage. Postage for mailing of dividends, proxies, Fund reports and other
mailings to all shareholder accounts shall be forwarded to the Transfer
Agent by the Fund on the date of the scheduled mailing of such materials
3.4 Invoices. The Fund agrees to pay all fees and reimbursable expenses within
thirty (30) days following the receipt of the respective billing notice,
except for that portion of any fees or expenses which are subject to good
faith dispute. In the event of such a dispute, the Fund may only withhold
that portion of the fee or expense subject to the good faith dispute. The
Fund shall notify the Transfer Agent in writing within twenty-one (21)
calendar days following the receipt of each billing notice if the Fund is
disputing any amounts in good faith. The Fund shall pay such disputed
amounts within fifteen (15) days of the day on which the parties agree on
the amount to be paid. If no agreement is reached, then such disputed
amounts shall be settled as may be required by law or legal process.
3.5 Cost of Living Adjustment. During the first three (3) years of the Initial
Term, the fees hereunder shall not be changed absent a written agreement
of the parties. Following the third anniversary of the date hereof, and
during any Renewal Term hereof unless the parties shall otherwise agree
pursuant to Section 12.1 hereof, provided that the service mix and volumes
remain consistent with the service mix and volumes during the Initial
Term, the total fee for all services shall equal the fee that would be
charged for the same services based on a fee rate (as reflected in a Fee
Schedule) increased by the percentage increase for the twelve-month period
of such previous calendar year of the CPI-W (defined below) or, in the
event that publication of such index is terminated, any successor or
substitute index. As used herein, "CPI-W" shall mean the Consumer Price
Index for Urban Wage Earners and Clerical Workers (Area:
Boston-Brockton-Nashua, MA-NH-ME-CT; Base Period: 1982-84=100), as
published by the United States Department of Labor, Bureau of Labor
Statistics.
3.6 Late Payments. If any undisputed amount in an invoice of the Transfer
Agent (for fees or reimbursable expenses) is not paid when due, the Fund
shall pay the Transfer Agent interest thereon (from the due date to the
date of payment) at a per annum rate equal to one percent (1.0%) plus the
Prime Rate (that is, the base rate on corporate loans posted by large
domestic banks) published by The Wall Street Journal (or, in the event
such rate is not so published, a reasonably equivalent published rate
selected by the Transfer Agent) on the first day of publication during the
month when such amount was due. Notwithstanding any other provision
hereof, such interest rate shall be no greater than permitted under
applicable provisions of Massachusetts law.
4. Representations and Warranties of the Transfer Agent
The Transfer Agent represents and warrants to the Fund that:
4.1 It is a corporation duly organized and existing and in good standing under
the laws of The Commonwealth of Massachusetts.
4.2 It is duly qualified to carry on its business in The Commonwealth of
Massachusetts.
4.3 It is empowered under applicable laws and by its Articles of Organization
and By-Laws to enter into and perform this Agreement.
4.4 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
4.5 It is in compliance with federal securities law requirements in all
material respects with respect to its business, including but not limited
to Applicable Law, and is in good standing as a registered transfer agent.
4.6 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
5. Representations and Warranties of the Fund
Each Fund represents and warrants to the Transfer Agent that:
5.1 It is an entity duly organized and existing and in good standing under the
laws of the applicable State in which it was organized.
5.2 It is empowered under applicable laws and by organizational documents to
enter into and perform this Agreement.
5.3 All corporate proceedings required by its organizational documents have
been taken to authorize it to enter into and perform this Agreement.
5.4 It is an open-end management investment company registered under the
Investment Company Act of 1940, as amended.
5.5 It is in compliance with federal securities law requirements in all
material respects with respect to its business.
5.6 A registration statement under the Securities Act of 1933, as amended is
currently effective and will remain effective, and appropriate state
securities law filings have been made and will continue to be made, with
respect to all Shares of the Fund being offered for sale.
6. Wire Transfer Operating Guidelines/Article 4A of the Uniform Commercial Code
6.1 Obligation of Sender. The Transfer Agent is authorized to promptly debit
the appropriate Fund account(s) upon the receipt of a Good Redemption
Order in compliance with the selected security procedure (the "Security
Procedure") chosen by the Fund for funds transfer and in the amount of
money that the Transfer Agent has been instructed to transfer. The
Transfer Agent shall execute such payment orders in compliance with the
Security Procedure and with the Proper Instructions on the execution date
provided that such payment order is received by the customary deadline for
processing such a request, unless the payment order specifies a later
time. All payment orders and communications received after the customary
deadline will be deemed to have been received the next business day.
6.2 Security Procedure. The Fund acknowledges that the Security Procedure it
has designated on the Fund Selection Form was selected by the Fund from
security procedures offered by the Transfer Agent. The Fund shall restrict
access to confidential information relating to the Security Procedure to
authorized persons as communicated to the Transfer Agent in writing. The
Fund must notify the Transfer Agent immediately if it has reason to
believe unauthorized persons may have obtained access to such information
or of any change in the Fund's authorized personnel. The Transfer Agent
shall verify the authenticity of all Proper Instructions according to the
Security Procedure.
6.3 Account Numbers. The Transfer Agent shall process all payment orders on
the basis of the account number contained in the payment order. In the
event of a discrepancy between any name indicated on the payment order and
the account number, the account number shall take precedence and govern.
6.4 Rejection. The Transfer Agent reserves the right to (a) decline to process
or delay the processing of a payment order which is in excess of the
collected balance in the account to be charged at the time of the Transfer
Agent's receipt of such payment order; or (b)(i) require Proper
Instructions with respect to any payment order or, (ii) failing the
provision of such Proper Instructions, decline to process or delay the
processing of a payment order, if the Transfer Agent, in good faith, is
unable to satisfy itself that the transaction has been properly
authorized; (c) decline to process or delay the processing of a payment
order if initiating such payment order would, due to restrictions imposed
by the Federal Reserve Board, cause the Transfer Agent, in the Transfer
Agent's sole judgment, to exceed any volume, aggregate dollar, network,
time, credit or similar limits which are applicable to the Transfer Agent;
or (d) decline to process or delay the processing of a payment order if
the Transfer Agent, in good faith, is unable to satisfy itself that the
transaction has been properly authorized.
6.5 Cancellation or Amendment. The Transfer Agent shall use reasonable efforts
to act on all Proper Instructions to cancel or amend payment orders
received in compliance with the Security Procedure provided that such
requests are received in a timely manner affording the Transfer Agent
reasonable opportunity to act. However, the Transfer Agent assumes no
liability if the request for amendment or cancellation cannot be
satisfied.
6.6 Errors. The Transfer Agent shall assume no responsibility for failure to
detect any erroneous payment order provided that the Transfer Agent
complies with the payment order instructions as received and the Transfer
Agent complies with the Security Procedure. The Security Procedure is
established for the purpose of authenticating payment orders only and not
for the detection of errors in payment orders.
6.7 Interest. The Transfer Agent shall assume no responsibility for lost
interest with respect to the refundable amount of any unauthorized payment
order, unless the Transfer Agent is notified of the unauthorized payment
order within thirty (30) days of notification by the Transfer Agent of the
acceptance of such payment order.
6.8 ACH Credit Entries/ Provisional Payments. When the Fund initiates or
receives Automated Clearing House credit and debit entries pursuant to the
rules of the National Automated Clearing House Association and the New
England Clearing House Association, the Bank will act as an Originating
Depository Financial Institution and/or Receiving Depository Financial
Institution, as the case may be, with respect to such entries. Credits
given by the Transfer Agent with respect to an ACH credit entry are
provisional until the Transfer Agent receives final settlement for such
entry from the Federal Reserve Bank. If the Transfer Agent does not
receive such final settlement, the Fund agrees that the Transfer Agent
shall receive a refund of the amount credited to the Fund in connection
with such entry, and the party making payment to the Fund via such entry
shall not be deemed to have paid the amount of the entry.
6.9 Confirmation. Confirmation of Transfer Agent's execution of payment orders
shall ordinarily be provided to the Fund within twenty four (24) hours and
may be delivered through the Transfer Agent's proprietary information
systems, or by facsimile or call-back. Fund must report any objections to
the execution of an order within thirty (30) days.
7. Data Access and Proprietary Information
7.1 The Fund acknowledges that the databases, computer programs, screen
formats, report formats, interactive design techniques, and documentation
manuals furnished to the Fund by the Transfer Agent as part of the Fund's
ability to access certain Fund Confidential Information (defined in
Section 10 below) maintained by the Transfer Agent on databases under the
control and ownership of the Transfer Agent or other third party ("Data
Access Services") constitute copyrighted, trade secret, or other
proprietary information of substantial value to the Transfer Agent or
other third party (collectively, "Transfer Agent Proprietary
Information"). In no event shall Transfer Agent Proprietary Information be
deemed Fund Confidential Information. The Fund agrees to treat all
Transfer Agent Proprietary Information as proprietary to the Transfer
Agent and further agrees that it shall not divulge any Transfer Agent
Proprietary Information to any person or organization except as may be
provided hereunder. Without limiting the foregoing, the Fund agrees for
itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund's computers or
on computers of Federated Services Company or its Affiliates, or (ii)
solely from equipment at the location agreed to between the Fund and the
Transfer Agent and (iii) solely in accordance with the Transfer Agent's
applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the
normal course of performing processing on the Fund's computer(s)), the
Transfer Agent Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the
Transfer Agent Proprietary Information, and if such access is
inadvertently obtained, to inform Transfer Agent in a timely manner of
such fact and dispose of such information in accordance with the Transfer
Agent's instructions;
(d) Refrain from causing or allowing information transmitted from the
Transfer Agent's computer to the Fund's terminal to be retransmitted to
any other computer terminal or other device except as expressly permitted
by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions as
agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to
protect at the Transfer Agent's expense the rights of the Transfer Agent
in the Transfer Agent Proprietary Information at common law, under federal
copyright law and under other federal or state law.
7.2 Transfer Agent Proprietary Information shall not include all or any
portion of any of the foregoing items that: (i) is or subsequently becomes
publicly available without breach by the Fund, its employees, agents or
subcontractors of any obligation owed to the Transfer Agent under this
Agreement; (ii) is released for general disclosure by a written release by
the Transfer Agent; (iii) is Fund Confidential Information, (iv) becomes
known to the Fund from a source other than the Transfer Agent other than
by the breach of an obligation of confidentiality owed to the Transfer
Agent by such third party; or (v) is independently developed by the Fund
without reference to information provided by the Transfer Agent. With
respect to exceptions (iv) and (v), the burden shall be on the Fund to
demonstrate, through appropriate documentation, the applicability of such
exception.
7.3 The Fund acknowledges that its obligation to protect the Transfer Agent
Proprietary Information is essential to the business interest of the
Transfer Agent and that the disclosure of such information in breach of
this Agreement may cause the Transfer Agent immediate, substantial and
irreparable harm, the value of which would be difficult to determine.
Accordingly, the parties agree that, in addition to any other remedies
that may be available in law, equity, or otherwise for the disclosure or
use of the Transfer Agent Proprietary Information in breach of this
Agreement, the Transfer Agent shall be entitled to seek and obtain a
temporary restraining order, injunctive relief, or other equitable relief
against the continuance of such breach.
7.4 The Fund shall take reasonable efforts to advise its employees of their
obligations pursuant to this Section 7. The obligations of this Section
shall survive any earlier termination of this Agreement.
7.5 If the Fund notifies the Transfer Agent that any of the Data Access
Services do not operate in material compliance with the most recently
issued user documentation for such services, the Transfer Agent shall use
its best efforts in a timely manner to correct such failure. Organizations
from which the Transfer Agent may obtain certain data included in the Data
Access Services are solely responsible for the contents of such data and
the Fund agrees to make no claim against the Transfer Agent arising out of
the contents of such third-party data, including, but not limited to, the
accuracy thereof; provided, however, that the Fund shall be entitled to
insist that the Transfer Agent, and the Transfer Agent for the benefit of
the Funds shall, enforce any and all rights under applicable contracts for
the Data Access Services. SUBJECT TO THE FOREGOING OBLIGATIONS OF THE
TRANSFER AGENT, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND
SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS
IS, AS AVAILABLE BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN TO THE
CONTRARY, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING,
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE.
7.6 If the transactions available to the Fund include the ability to originate
Proper Instructions through electronic instructions to the Transfer Agent
in order to: (i) effect the transfer or movement of cash or Shares; or
(ii) transmit Shareholder information or other information, then in such
event the Transfer Agent shall be entitled to rely on the validity and
authenticity of such Proper Instructions without undertaking any further
inquiry as long as such Proper Instruction is undertaken in conformity
with Security Procedures.
7.7 Section 7.1 shall not restrict any disclosure required to be made by
Applicable Law, except that (i) in case of any requests or demands for the
inspection of Transfer Agent Proprietary Information that arise from
persons other than authorized officers of the Transfer Agent, the Fund
will promptly notify the Transfer Agent and secure instructions from an
authorized officer of the Transfer Agent as to such inspection and (ii)
the Fund shall promptly notify an authorized officer of the Transfer Agent
in writing of any and all legal actions received by or served on the Fund
with respect to the Transfer Agent, and shall use its best efforts to
promptly notify the Transfer Agent of all contacts and/or correspondence
received by the Fund from any regulatory department or agency or other
governmental authority purporting to regulate the Transfer Agent and not
the Fund, regarding the Fund's duties and activities performed in
connection with this Agreement, and will cooperate with the Transfer Agent
in responding to such legal actions, contacts and/or correspondence.
Notwithstanding the restrictions on Transfer Agent Proprietary Information
described herein, when required by law, court order or regulatory
authority, the Fund will disclose such Transfer Agent Proprietary
Information as it deems reasonable and appropriate when required to do so
by law, court order or regulatory authority. The Fund and the Transfer
Agent will agree on reasonable procedures regarding such required
disclosure and the Fund will make every reasonable effort to notify the
Transfer Agent of requests for such information by the Securities and
Exchange Commission or any other federal or State securities regulatory
agencies prior to the release of such records.
8. Indemnification
8.1 The Transfer Agent shall not be responsible for, and the Fund shall
indemnify, defend and hold the Transfer Agent harmless from and against,
any and all losses, damages, costs, charges, counsel fees, payments,
expenses and liability arising out of or attributable to:
(a) All actions of the Transfer Agent or its agents or subcontractors
required to be taken pursuant to this Agreement (including the defense of
any lawsuit in which the Transfer Agent or affiliate is a named party),
provided that such actions are taken in good faith and without negligence
or willful misconduct;
(b) The Fund's lack of good faith, negligence or willful misconduct;
(c) The reliance upon, and any subsequent use of or action taken or
omitted, by the Transfer Agent, or its agents or subcontractors on: (i)
any information, records, documents, data, stock certificates or services,
which are received by the Transfer Agent or its agents or subcontractors
by machine readable input, facsimile, CRT data entry, electronic
instructions or other similar means authorized by the Fund, and which have
been prepared, maintained or performed by the Fund or any other person or
firm on behalf of the Fund including but not limited to any broker-dealer,
TPA or previous transfer agent; (ii) any instructions or requests of the
Fund or any of its officers; (iii) any written instructions or opinions of
the Fund's legal counsel with respect to any matter arising in connection
with the services to be performed by the Transfer Agent under this
Agreement which are provided to the Transfer Agent by the Fund after
consultation by the Fund with such legal counsel and which expressly allow
the Transfer Agent to rely up such instructions or opinions; or (iv) any
paper or document, reasonably believed to be genuine, authentic, or signed
by the proper person or persons;
(d) The offer or sale of Shares in violation of federal or state
securities laws or regulations requiring that such Shares be registered or
in violation of any stop order or other determination or ruling by any
federal or any state agency with respect to the offer or sale of such
Shares;
(e) The negotiation and processing of any checks including without
limitation for deposit into the Fund's demand deposit account maintained
by the Transfer Agent; or
(f) Upon the Fund's request entering into any agreements required by the
NSCC for the transmission of Fund or Shareholder data through the NSCC
clearing systems.
8.2 The Transfer Agent shall, subject to the provisions of Section 9 below,
indemnify and hold the Fund harmless from and against any and all
losses, damages, costs, charges, counsel fees, payments, expenses and
liability arising out of or attributable to any claim that any aspect of
the services or systems provided under, and used within the scope of,
this Agreement infringes any U.S. patent, copyright, trade secret or
other intellectual property rights. With respect to any such claims, the
Transfer Agent may, in its sole discretion, either (i) procure for the
Fund a right to continue to use such service or system, (ii) replace or
modify the service or system so as to be non-infringing without
materially affecting the functions of the service or system, or (iii)
if, in the Transfer Agent's reasonable discretion, the actions described
in (i) and (ii) are not capable of being accomplished on commercially
reasonable terms, terminate this Agreement with respect to the affected
service or system. Notwithstanding the foregoing, the Transfer Agent
shall have no liability or obligation of indemnity for any claim which
is based upon a modification of a service or system by anyone other than
the Transfer Agent, use of such service or system other than in
accordance with the terms of this Agreement, or use of such service or
system in combination with other software or hardware not provided by
the Transfer Agent if infringement could have been avoided by not using
the service or system in combination with such other software or
hardware.
8.3 In order that the indemnification provisions contained in this Section 8
shall apply, upon the assertion of a claim for which the Fund may be
required to indemnify the Transfer Agent, the Transfer Agent shall
promptly notify the Fund of such assertion, and shall keep the Fund
advised with respect to all developments concerning such claim. The Fund
shall have the option to participate with the Transfer Agent in the
defense of such claim or to defend against said claim in its own name or
in the name of the Transfer Agent. The Transfer Agent shall in no case
confess any claim or make any compromise in any case in which the Fund may
be required to indemnify the Transfer Agent unless the Fund provides its
consent or the Transfer Agent waives its right to the indemnity.
9. Standard of Care/Limitation of Liability
9.1 The Transfer Agent shall at all times act in good faith and agrees to use
its best efforts within reasonable limits to ensure the accuracy of all
services performed under this Agreement, but assumes no responsibility and
shall not be liable for loss or damage due to errors, including encoding
and payment processing errors, unless said errors are caused by its
negligence, bad faith, or willful misconduct or that of its employees or
agents. The parties agree that any encoding or payment processing errors
shall be governed by this standard of care and Section 4-209 of the
Uniform Commercial Code is superseded by Section 9 of this Agreement. The
Transfer Agent shall provide the Fund, at such times as the Fund may
reasonably require, copies of publicly available reports rendered by
independent public accountants on the internal controls and procedures of
the Transfer Agent relating to the Services provided by the Transfer Agent
under this Agreement.
9.2 The liability of the Transfer Agent hereunder shall be subject to the
limits, if any, set forth on Schedule 3.1 attached hereto, as the same may
be amended from time to time by mutual written agreement of the parties.
9.3 Notwithstanding anything to the contrary contained herein, the omission of
an express indemnity in favor of the Fund, as to all matters other than
intellectual property infringement, shall in no way be construed so as to
limit the legal rights, remedies and/or recourse of the Fund against the
Transfer Agent, and the Fund does hereby reserve any and all such rights,
remedies and recourse, with respect to any breach by the Transfer Agent of
any provision of this Agreement.
10. Fund Confidential Information
10.1All Fund Confidential Information (defined below) shall be deemed to be
proprietary and the Transfer Agent shall hold all such information
confidential and in strict confidence and shall not disclose it to any
third party, except to the extent necessary to perform the Services
hereunder and then only pursuant to an independent obligation of such
third party to maintain the confidentiality of such information on
substantially the same terms as set forth herein, unless Proper
Instructions to make such disclosure have been given by the Fund. "Fund
Confidential Information" shall mean any information obtained by or on
behalf of the Transfer Agent from, or disclosed to the Transfer Agent or
its representatives by, the Fund or any shareholder of the Fund, or
created by the Fund that relates to the Fund's past, present or future
activities, whether any of such information is in oral or printed form or
on any computer disks, computer tapes, or other electronic or magnetic
formats, including, without limitation, (i) non-public personal
information, financial statements and financial data concerning
shareowners, (ii) investments and transactions of and by shareowners,
(iii) shareowner related information, (iv) any communications with
shareowners (including, without limitation, tape recorded conversations)
in connection with the provision of the services or which results from the
provision of the services and (v) any and all Fund-related policies and
procedures, including but not limited to monitoring techniques, related to
the discouragement of frequent trading and other undesirable practices.
Under no circumstances shall the Transfer Agent's Proprietary Information
be deemed to be Fund Confidential Information.
10.2Fund Confidential Information shall not include all or any portion of any
of the foregoing items that: (i) is Transfer Agent Proprietary
Information, or (ii) is independently developed by the Transfer Agent
without reference to information provided by the Fund. With respect to
exception (ii), the burden shall be on the Transfer Agent to demonstrate,
through appropriate documentation, the applicability of such exception.
10.3Section 10.1 shall not restrict any disclosure required to be made by
Applicable Law, except that (i) in case of any requests or demands for the
inspection of Fund Confidential Information that arise from persons other
than authorized officers of the Fund, the Transfer Agent will (other than
standard requests (i.e. divorce and criminal actions) pursuant to
subpoenas of state or federal government authorities) promptly notify the
Fund and secure instructions from an authorized officer of the Fund as to
such inspection and (ii) the Transfer Agent shall promptly notify an
authorized officer of the Fund in writing of any and all legal actions
received by or served on the Transfer Agent with respect to the Fund, and
shall use its best efforts to promptly notify the Fund of all contacts
and/or correspondence received by the Transfer Agent from any regulatory
department or agency or other governmental authority purporting to
regulate the Fund and not the Transfer Agent, regarding the Transfer
Agent's duties and activities performed in connection with this Agreement,
and will cooperate with the Fund in responding to such legal actions,
contacts and/or correspondence. Notwithstanding the restrictions on Fund
Confidential Information described herein, when required by law, court
order or regulatory authority, the Transfer Agent will disclose such Fund
Confidential Information as it deems reasonable and appropriate when
required to do so by law, court order or regulatory authority. The Fund
and the Transfer Agent will agree on reasonable procedures regarding such
required disclosure and the Transfer Agent will make every reasonable
effort to notify the Fund of requests for such information by the
Securities and Exchange Commission or any other federal or State
regulatory agencies prior to the release of such records.
10.4The Transfer Agent shall maintain reasonable safeguards for maintaining in
confidence any and all Fund Confidential Information. The Transfer Agent
shall not, at any time, use any such Fund Confidential Information for any
purpose other than as specifically authorized by this Agreement, or in
writing by the Fund.
10.5Upon termination of this Agreement, or as otherwise requested by the Fund,
all Fund Confidential Information held by, or on behalf of, the Transfer
Agent shall, at the expense of the affected Fund, be promptly returned to
the Fund, or an authorized officer of the Transfer Agent will certify to
the Fund in writing that all such information has been destroyed. Sections
3.2, 3.4 and 3.6 of this Agreement shall survive any termination of this
Agreement for so long as any such expenses referenced in this Section 10.5
remains outstanding.
10.6 The Transfer Agent acknowledges that its obligation to protect the Fund's
Confidential Information is essential to the business interest of the Fund
and that the disclosure of such information in breach of this Agreement
may cause the Fund immediate, substantial and irreparable harm, the value
of which would be difficult to determine. Accordingly, the parties agree
that, in addition to any other remedies that may be available in law,
equity, or otherwise for the disclosure or use of the Fund Confidential
Information in breach of this Agreement, the Fund shall be entitled to
seek and obtain a temporary restraining order, injunctive relief, or other
equitable relief against the continuance of such breach.
11. Covenants of the Fund and the Transfer Agent
11.1The Fund shall promptly furnish to the Transfer Agent the following:
(a) A certified copy of the resolution of the Board of the Fund
authorizing the appointment of the Transfer Agent and the execution and
delivery of this Agreement;
(b) A copy of the organizational documents of the Fund and all material
amendments thereto; and
(c) Copies of or access to properties, personnel, books and records,
(including tax records), contracts, and documents necessary for the
Transfer Agent to perform its duties hereunder.
11.2The Transfer Agent hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for safekeeping of stock
certificates, check forms and facsimile signature imprinting devices, if
any; and for the preparation or use, and for keeping account of, such
certificates, forms and devices.
11.3 The Transfer Agent shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable. To
the extent required by Section 31 of the Investment Company Act of 1940,
as amended, and the Rules thereunder, the Transfer Agent agrees that all
such records prepared or maintained by the Transfer Agent relating to the
services to be performed by the Transfer Agent hereunder are the property
of the Fund and will be preserved, maintained and made available in
accordance with such Section and Rules, and will be surrendered promptly
to the Fund on and in accordance with its request.
11.4The Transfer Agent maintains, and covenants that during the Term hereof it
shall continue to maintain, fidelity bond coverage concerning larceny and
embezzlement and an insurance policy with respect to directors and
officers errors and omissions coverage in such amounts, and with such
carriers, as are reasonably acceptable to the Fund in light of the
Transfer Agent's duties and responsibilities hereunder. Upon the request
of the Funds, the Transfer Agent shall provide evidence that such coverage
is in place. The Transfer Agent shall, promptly upon the receipt of any
such notice by any applicable carrier, notify the Fund should its
insurance coverage with respect to professional liability or errors and
omissions coverage be canceled. Such notification shall include the date
of cancellation and the reasons therefor.
11.5 Notwithstanding anything to the contrary contained in Section 15.3, the
Transfer Agent shall maintain at a location other than its normal location
appropriate redundant facilities for operational back up in the event of a
power failure, disaster or other interruption. The Transfer Agent shall
continuously back up Fund records, and shall store the back up in a secure
manner at a location other than its normal location, so that, in the event
of a power failure, disaster or other interruption at such normal
location, the Fund records, will be maintained intact and will enable the
Transfer Agent to perform under this Agreement. The Transfer Agent will
maintain a comprehensive business continuity plan and will provide an
executive summary of such plan upon reasonable request of the Fund. The
Transfer Agent will test the adequacy of its business continuity plan at
least annually and upon request, the Fund may participate in such test.
Following such test, upon request by the Fund, the Transfer Agent will
provide the Fund with a letter assessing the most recent business
continuity test results. In the event of a business disruption that
materially impacts the Transfer Agent's provision of services under this
Agreement, the Transfer Agent will notify the Fund of the disruption and
the steps being implemented under the business continuity plan.
11.6 The Transfer Agent shall provide the Fund, at such times as the Fund may
reasonably require, (i) copies of publicly available reports rendered by
independent public accountants on the internal controls and procedures of
the Transfer Agent relating to the Services provided by the Transfer Agent
under this Agreement, (ii) access to the procedures used to perform the
testing described in such reports and (iii) access to the audit teams
preparing any such reports or performing any such testing.
12. Termination of Agreement
12.1 Term. The initial term of this Agreement shall be five (5) years from the
date first stated above (the "Initial Term") unless terminated pursuant to
the provisions of this Section 12. Unless a party gives written notice to
the other party ninety (90) days before the expiration of the Initial Term
or any Renewal Term, this Agreement will renew automatically from year to
year (each such year-to-year renewal term a "Renewal Term"; collectively,
the Initial Term and any Renewal Term shall hereafter be referred to as
the "Term"). One-hundred twenty (120) days before the expiration of the
Initial Term or a Renewal Term the parties to this Agreement will agree
upon a Fee Schedule for the upcoming Renewal Term. Otherwise, the fees
shall be increased pursuant to Section 3.5 of this Agreement.
Notwithstanding the termination or non-renewal of this Agreement, the
terms and conditions of this Agreement shall continue to apply until the
completion of Deconversion (defined below).
12.2Deconversion. In the event that this Agreement is terminated or not
renewed, the Transfer Agent agrees that, in order to provide for
uninterrupted service to the Fund, the Transfer Agent shall, at the Fund's
request, offer reasonable assistance to the Fund in converting, within a
reasonable time frame agreed to by the parties, the Fund's records from
the Transfer Agent's systems to whatever services or systems are
designated by the Fund (the "Deconversion") (subject to the recompense of
the Transfer Agent for such assistance at their standard rates and fees in
effect at the time). As used herein "reasonable assistance" and
"transitional assistance" shall not include requiring the Transfer Agent
(i) to assist any new service or system provider to modify, to alter, to
enhance, or to improve such provider's system, or to provide any new
functionality to such provider's system, (ii) to disclose any protected
information of the Transfer Agent, except to the extent necessary to
effectuate such Deconversion and then, only pursuant to a written
confidentiality agreement executed between the Transfer Agent and the new
service provider, or (iii) to develop Deconversion software, to modify any
of the Transfer Agent's software, or to otherwise alter the format of the
data as maintained on any provider's systems.
12.3Early Termination. Notwithstanding anything contained in this Agreement to
the contrary, should the Fund desire to move any of its services provided
by the Transfer Agent hereunder to a successor service provider prior to
the expiration of the Initial Term or then current Renewal Term, the
Transfer Agent shall make a good faith effort to facilitate the conversion
on such prior date; provided, however that, except for a transfer
following a termination pursuant to Sections 12.6 or 12.7, there can be no
guarantee or assurance that the Transfer Agent will be able to facilitate
a conversion of services on such prior date. In connection with the
foregoing, should services be converted to a successor service provider,
other than following a termination pursuant to Sections 12.6 or 12.7, or
if the Fund's assets are merged or purchased or the like with or by
another entity which does not utilize the services of the Transfer Agent,
then the Fund will pay to the Transfer Agent an amount equal to twelve
(12) months of the Transfer Agent's fees immediately preceding the receipt
of the termination notice, plus, during the Initial Term only, the dollar
amount of the Transfer Agent's start up costs for the initial conversion
and implementation of the Fund, which amount shall be reduced by 1/60
during each month of the Initial Term during which this Agreement is in
effect. The payment of one-half of all fees owing to the Transfer Agent
under this Section 12.3 shall be paid on or before the business day
immediately prior to the conversion or termination of services, with the
balance being due immediately upon conversion.
12.4Confidential Information. Upon termination of this Agreement, each party
shall return to the other party all copies of confidential or proprietary
materials or information received from such other party hereunder, other
than materials or information required to be retained by such party under
Applicable Law.
12.5Unpaid Invoices. The Transfer Agent may terminate this Agreement thirty
(30) days after notice to the Fund and its administrator that an invoice
has remained outstanding for more than sixty (60) days, except with
respect to any amount subject to a good faith dispute within the meaning
of Section 3.4 of this Agreement.
12.6Bankruptcy. This Agreement shall terminate, (a) by notice by the notifying
party in the event that the other party ceases to carry on its business or
(b) immediately, without further action by a party, in the event that an
action is commenced by or against the other party under Title 11 of the
United States Code or a receiver, conservator or similar officer is
appointed for the other party and such suit, conservatorship or
receivership is not discharged within thirty (30) days.
12.7Cause. If either of the parties hereto is in default in the performance of
its duties or obligations hereunder, and such default has a material
effect on the other party, then the non-defaulting party may give notice
to the defaulting party specifying the nature of the default in sufficient
detail to permit the defaulting party to identify and cure such default.
If the defaulting party fails to cure such default within thirty (30) days
of receipt of such notice, or within such longer period of time as the
parties may agree is necessary for such cure, then the non-defaulting
party may terminate this Agreement upon notice of not less than five (5)
days to the defaulting party.
13. Assignment and Third Party Beneficiaries
13.1Except as provided in Section 14.1 below, neither this Agreement nor any
rights or obligations hereunder may be assigned or subcontracted by either
party without the written consent of the other party. Any attempt to do so
in violation of this Section shall be void. Unless specifically stated to
the contrary in any written consent to an assignment, no assignment will
release or discharge the assignor from any duty or responsibility under
this Agreement.
13.2Except as explicitly stated elsewhere in this Agreement, nothing under
this Agreement shall be construed to give any rights or benefits in this
Agreement to anyone other than the Transfer Agent and the Fund, and the
duties and responsibilities undertaken pursuant to this Agreement shall be
for the sole and exclusive benefit of the Transfer Agent and the Fund.
This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
13.3This Agreement does not constitute an agreement for a partnership or joint
venture between the Transfer Agent and the Fund. Other than as provided in
Section 14.1, neither party shall make any commitments with third parties
that are binding on the other party without the other party's prior
written consent.
14. Subcontractors
14.1 The Transfer Agent may, without further consent on the part of the Fund,
subcontract for the performance hereof with (i) Boston Financial Data
Services, Inc., a Massachusetts corporation ("Boston Financial") which is
duly registered as a transfer agent pursuant to Section 17A(c)(2) of the
Securities Exchange Act of 1934, as amended, (ii) a Boston Financial
subsidiary duly registered as a transfer agent or (iii) a Boston Financial
affiliate duly registered as a transfer agent; provided, however, that the
Transfer Agent shall be fully responsible to the Fund for the acts and
omissions of Boston Financial or its subsidiary or affiliate as it is for
its own acts and omissions and provided further, however, that any such
subsidiary or affiliate shall perform any and all services so
subcontracted within the borders of the United States.
14.1 Nothing herein shall impose any duty upon the Transfer Agent in connection
with or make the Transfer Agent liable for the actions or omissions to act
of unaffiliated third parties such as by way of example and not
limitation, Airborne Services, Federal Express, United Parcel Service, the
U.S. Mails, the NSCC and telecommunication companies, provided, if the
Transfer Agent selected such company, the Transfer Agent shall have
exercised due care in selecting the same.
15. Miscellaneous
15.1 Amendment. This Agreement may be amended or modified by a written
agreement executed by all parties hereto and authorized or approved by a
resolution of the Board of the Fund.
15.2 Massachusetts Law to Apply. This Agreement shall be construed and the
provisions thereof interpreted under and in accordance with the laws of
The Commonwealth of Massachusetts.
15.3 Force Majeure. In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God,
strikes, equipment or transmission failure or damage reasonably beyond its
control, or other causes reasonably beyond its control, such party shall
not be liable for damages to the other for any damages resulting from such
failure to perform or otherwise from such causes; provided, however, that
nothing in this Section 15.3 shall be deemed to relieve Transfer Agent of
its obligations under Section 11.3.
15.4 Consequential Damages. Neither party to this Agreement shall be liable to
the other party for special, indirect or consequential damages under any
provision of this Agreement or for any special, indirect or consequential
damages arising out of any act or failure to act hereunder. For purposes
of this Agreement, any cost of reprocessing transactions, of compensating
Shareholders for losses of interest, and/or reimbursement for fund
dilution, in any case resulting from the processing of trades at an
incorrect NAV shall be deemed to be actual damages and not special,
indirect or consequential damages subject to the limitation contained in
this Section 15.4.
15.5 Survival. All provisions regarding indemnification, warranty, liability,
and limits thereon, and confidentiality and/or protections of proprietary
rights and trade secrets shall survive the termination of this Agreement.
15.6 Severability. If any provision or provisions of this Agreement shall be
held invalid, unlawful, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be
affected or impaired.
15.7 Priorities Clause. In the event of any conflict, discrepancy or ambiguity
between the terms and conditions contained in this Agreement and any
Schedules or attachments hereto, the terms and conditions contained in
this Agreement shall take precedence.
15.8 Waiver. No waiver by either party or any breach or default of any of the
covenants or conditions herein contained and performed by the other party
shall be construed as a waiver of any succeeding breach of the same or of
any other covenant or condition.
15.9 Merger of Agreement. This Agreement constitutes the entire agreement
between the parties hereto and supersedes any prior agreement with respect
to the subject matter hereof whether oral or written.
15.10 Counterparts. This Agreement may be executed by the parties hereto on any
number of counterparts, and all of said counterparts taken together shall
be deemed to constitute one and the same instrument.
15.11 Reproduction of Documents. This Agreement and all schedules, exhibits,
attachments and amendments hereto may be reproduced by any photographic,
photostatic, microfilm, micro-card, miniature photographic or other
similar process. The parties hereto each agree that any such reproduction
shall be admissible in evidence as the original itself in any judicial or
administrative proceeding, whether or not the original is in existence and
whether or not such reproduction was made by a party in the regular course
of business, and that any enlargement, facsimile or further reproduction
shall likewise be admissible in evidence.
15.12
Notices. All notices and other communications as required or permitted hereunder
shall be in writing and sent by first class mail, postage prepaid,
addressed as follows or to such other address or addresses of which the
respective party shall have notified the other.
(a) If to the Transfer Agent, to: State Street Bank and Trust
Company c/o Boston Financial Data Services, Inc. 0 Xxxxxxxx
Xxxxx, 0xx Xxxxx Xxxxx Xxxxxx, XX 00000 Attn: Xxxxx Xxxxxxx
(b) If to the Fund, to: [Name of Fund] 0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000 Attention: President
With a copy to:
Federated Investors, Inc.
0000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: General Counsel
16. Additional Funds
In the event that the Fund establishes one or more series of Shares, in
addition to those listed on the attached Schedule A, with respect to which
it desires to have the Transfer Agent render services as transfer agent
under the terms hereof, it shall so notify the Transfer Agent in writing,
and if the Transfer Agent agrees in writing to provide such services, such
series of Shares shall become a Portfolio hereunder.
17. Limitation of Liability of Trustees and Shareholders of the Fund
The execution and delivery of this Agreement have been authorized by the
Board of the Fund and signed by an authorized officer of such Fund, acting
as such, and neither such authorization by the Board nor the 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 members of
the Board of the Fund, but bind only the property of the Fund as provided
in, as applicable, the Fund's articles of incorporation or declaration of
trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement 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.
STATE STREET BANK AND By each of the Federated Funds
TRUST COMPANY set forth on Exhibit A
By: /s/ Xxxxxx X. Xxxxxx By: /s/ J. Xxxxxxxxxxx Xxxxxxx
--------------------------- ---------------------------------
Name: Xxxxxx X. Xxxxxx Name: J. Xxxxxxxxxxx Xxxxxxx
Title: Executive Vice President Title:
President
- 29
-EXHIBIT A
EXHIBIT A
FEDERATED FUNDS
Exhibit is filed separately, quarterly.
EXHIBIT B
FORM OF
UNCERTIFICATED SECURITIES CONTROL AGREEMENT
This Uncertificated Securities Control Agreement (this "Agreement") dated as of
__________, 200_ among __________________, a ______________ corporation
("Debtor"), ____________________ ("Secured Party"), and Boston Financial Data
Services, Inc., a Massachusetts corporation (the "Transfer Agent").
WHEREAS, Debtor owns shares in __________________ (the "Issuer"),
which for internal record keeping are designated as being held in account number
____________ (the "Account"). The shares in the Issuer are uncertificated
securities and shares owned from time to time by Debtor in the Issuer are and
will be registered in the name of Debtor on the books and records of Issuer
maintained with the Transfer Agent.
WHEREAS, Secured Party has entered into a Credit Agreement with
Debtor (as amended, restated, supplemented or otherwise modified from time to
time, the "Credit Agreement").
WHEREAS, Debtor and the Secured Party have entered into a Security
Agreement (as from time to time amended, restated, supplemented or otherwise
modified, the "Security Agreement"), in which inter alia, Debtor has granted to
Secured Party a security interest in the shares in the Issuer held from time to
time by Debtor (the "Pledged Shares").
WHEREAS, Secured Party, Debtor and the Transfer Agent, on behalf of
the Issuer, are entering into this Agreement to provide for the control of the
Pledged Shares and to perfect the security interest of Secured Party in the
Pledged Shares owned by Debtor from time to time.
NOW THEREFORE, intending to be legally bound hereby, the parties
hereto agree as follows:
Section 1. The Pledged Shares. Attached hereto as Exhibit A is the
---------
[Confirmation statement][Account statement] dated ______________, 200_,
provided to Debtor confirming Debtor's [purchase/ownership] of the Pledged
Shares.
Section 2. No Redemptions. Transfer Agent shall neither accept nor
comply with any instructions from Debtor redeeming any Pledged Shares nor
deliver any proceeds from any such redemption to Debtor following Confirmation
(as hereinafter defined) of receipt of a Notice of Exclusive Control (as
hereinafter defined) from Secured Party unless Secured Party shall have
withdrawn such notice in writing.
Section 3. Priority of Lien. Transfer Agent consents to the granting
of the security interest in the Pledged Shares. Transfer Agent will not agree
with any third party that Transfer Agent will comply with instructions
concerning the Pledged Shares originated by such third party without the prior
written consent of Secured Party and Debtor.
Section 4. Indemnification of the Issuer and Transfer Agent. Debtor
hereby agrees that Debtor and its successors and assigns shall at all times
indemnify and save harmless Issuer and Transfer Agent from and against any and
all claims, actions and suits of others arising out of the terms of this
Agreement or the compliance of Transfer Agent with the terms hereof, except to
the extent that such arises from Transfer Agent's gross negligence, willful
misconduct or bad faith, and from and against any and all liabilities, losses,
damages, costs, charges, counsel fees and other expenses of every nature and
character arising by reason of the same. Secured Party hereby agrees that
Secured Party and its successors and assigns shall at all times indemnify and
save harmless Issuer and Transfer Agent from and against any and all claims,
actions and suits of others arising out of the execution by Transfer Agent of
any instructions initiated by Secured Party with respect to the Account and/or
the Pledged Shares, including any actions taken in response to a Notice of
Exclusive Control, except to the extent that such arises from Transfer Agent's
gross negligence, willful misconduct or bad faith, and from and against any and
all liabilities, losses, damages, costs, chargers, counsel fees and other
expenses of every nature and character arising by reason of the same.
Section 5. Control. Transfer Agent will comply with instructions
originated by Secured Party concerning the Pledged Shares without further
consent by Debtor. Except as otherwise provided in Section 2 above, Transfer
Agent shall redeem the Pledged Shares at the instruction of Debtor, or its
authorized representatives, and comply with instructions concerning purchases of
additional shares, which will become Pledged Shares, received from Debtor, or
its authorized representatives, until such time as Transfer Agent receives from
Secured Party (as determined by reference to Section 16 hereof) a written notice
in the form of Exhibit B hereto to Transfer Agent which states that Secured
Party is exercising exclusive control over the Pledged Shares. Such notice is
referred to herein as the "Notice of Exclusive Control." After Transfer Agent
receives a Notice of Exclusive Control (as determined by reference to Section 16
hereof), Transfer Agent will re-register the Pledged Shares in the name of the
Secured Party, and will cease complying with all instructions concerning the
Pledged Shares originated by Debtor or its representatives, until Transfer Agent
shall have received a written notice in the form of Exhibit C hereto, after
which Transfer Agent will again register the Pledged Shares in the name of
Debtor and may once again comply with all instructions concerning the Pledged
Shares originated by Debtor or its representatives.
Section 6. Statements, Confirmations and Notices of Adverse Claims.
Transfer Agent will send copies of all monthly statements and daily
confirmations concerning the Pledged Shares simultaneously to each of Debtor and
Secured Party at the addresses set forth in Section 16 of this Agreement. If any
person asserts any lien, encumbrance or adverse claim against any of the Pledged
Shares, Transfer Agent will promptly notify Secured Party and Debtor thereof.
Section 7. Responsibility of Transfer Agent. Transfer Agent shall
have no responsibility or liability to Secured Party for redeeming Pledged
Shares at the instruction of Debtor, or its authorized representatives, or
complying with instructions in accordance with Section 5 above concerning the
Pledged Shares from Debtor, or its authorized representatives, which are
received by Transfer Agent before Transfer Agent issues a Confirmation of a
Notice of Exclusive Control. Transfer Agent shall have no responsibility or
liability to Debtor for complying with a Notice of Exclusive Control or
complying with instructions concerning the Pledged Shares originated by Secured
Party. Transfer Agent shall have no duty to investigate or make any
determination as to whether the conditions for the issuance of a Notice of
Exclusive Control contained in any agreement between Debtor and Secured Party
have occurred. Neither this Agreement nor the Security Agreement imposes or
creates any obligation or duty of Issuer or Transfer Agent other than those
expressly set forth herein.
Section 8. Tax Reporting. All items of income and gain recognized on
the Pledged Shares shall be reported to the Internal Revenue Service and all
state and local taxing authorities under the name and taxpayer identification
number of Debtor.
Section 9. Customer Application; Jurisdiction. This Agreement
supplements the conventional account establishment documents between Transfer
Agent or Issuer on the one hand, and Debtor on the other hand (the "Customer
Application"). Regardless of any provision in the Customer Application, the
Commonwealth of Massachusetts shall be deemed to be Issuer's jurisdiction for
the purposes of this Agreement and the perfection and priority of Secured
Party's security interest in the Pledged Shares.
Section 10. Termination. The rights and powers granted herein to
Secured Party have been granted in order to perfect its security interest in the
Pledged Shares, are powers coupled with an interest and will neither be affected
by the bankruptcy or insolvency of Debtor nor by the lapse of time. The
obligations of Transfer Agent under Sections 2, 3, 5 and 6 above shall continue
in effect until the security interest of Secured Party in the Pledged Shares has
been terminated pursuant to the terms of the Security Agreement and Secured
Party has notified Transfer Agent of such termination in writing or all Pledged
Shares shall have been redeemed by the Secured Party. Upon receipt of such
notice, the obligations of Transfer Agent under Sections 2, 3, 5 and 6 above
shall terminate, Secured Party shall have no further right to originate
instructions concerning the Pledged Shares and Transfer Agent may take such
steps as Debtor may request to vest full ownership and control of the Pledged
Shares in Debtor, including, but not limited to, transferring all of the Pledged
Shares to Debtor or its designee.
Section 11. This Agreement. This Agreement, the schedules and
exhibits hereto and the agreements and instruments required to be executed and
delivered hereunder (including the Customer Application) set forth the entire
agreement of the parties hereto with respect to the subject matter hereof and
supersede and discharge all prior agreements (written or oral) and negotiations
and all contemporaneous oral agreements concerning such subject matter and
negotiations. There are no oral conditions precedent to the effectiveness of
this Agreement.
Section 12. Amendments. No amendment, modification or termination of
this Agreement or waiver of any right hereunder shall be binding on any party
hereto unless it is in writing and is signed by the party to be charged.
Section 13. Severability. If any term or provision set forth in this
Agreement shall be invalid or unenforceable, the remainder of this Agreement, or
the application of such terms or provisions to persons or circumstances, other
than those to which it is held invalid or unenforceable, shall be construed in
all respects as if such invalid or unenforceable term or provision were omitted.
Section 14. Successors. The terms of this Agreement shall be binding
upon, and shall inure to the benefit of, the parties hereto and their respective
corporate successors or assigns.
Section 15. Rules of Construction. In this Agreement, words in the
singular number include the plural, and in the plural include the singular;
words of the masculine gender include the feminine and the neuter, and when the
sense so indicates words of the neuter gender may refer to any gender and the
word "or" is disjunctive but not exclusive. The captions and section numbers
appearing in this Agreement are inserted only as a matter of convenience. They
do not define, limit or describe the scope or intent of the provisions of this
Agreement.
Section 16. Notices. Except with respect to any Notice of Exclusive
Control, each other notice, request or other communication given to any party
hereunder shall be in writing (which term includes facsimile or other electronic
transmission) and shall be effective (i) when delivered to such party at its
address specified below, (ii) when sent to such party by facsimile or other
electronic transmission, addressed to it at its facsimile number or electronic
address specified below, and electronic confirmation of error-free receipt is
received or (iii) two days after being sent to such party by certified or
registered United States mail, addressed to it at its address specified below,
with first class or airmail postage prepaid. With respect to a Notice of
Exclusive Control, the Secured Party shall be required to telephone the Transfer
Agent, at the telephone number set forth below, in advance of the delivery of
any such Notice of Exclusive Control, which telephone call shall be promptly
followed in writing by a Notice of Exclusive Control sent by facsimile to the
Transfer Agent at the facsimile number set forth below. Such Notice of Exclusive
Control shall not be deemed to have been received by the Transfer Agent or
Issuer for any purpose hereunder, including but not limited to Section 5, unless
and until the Transfer Agent provides a written confirmation of receipt,
specifically acknowledging that the Notice of Exclusive Control has been
received and acted upon by the Transfer Agent (hereinafter, a "Confirmation").
In the event that the Secured Party shall not have received such Confirmation
within ten minutes following delivery of a Notice of Exclusive Control, Secured
Party must telephone the Transfer Agent in order to determine the status of such
Confirmation.
Secured Party:
=======================
-----------------------
Attention: _______________
Telephone: ______________
Facsimile: _______________
Debtor:
=======================
-----------------------
Attention: _______________
Telephone: ______________
Facsimile: _______________
Transfer Agent:
Boston Financial Data Services, Inc.
0 Xxxxxxxx Xxxxx
Xxxxx Xxxxxx, XX 00000
Attention: _______________
Telephone: ______________
Facsimile: _______________
Any party may change its address for notices in the manner set forth above.
Section 17. Counterparts. This Agreement may be executed in any
number of counterparts (including by means of facsimile), all of which shall
constitute one and the same instrument, and any party hereto may execute this
Agreement by signing and delivering one or more counterparts.
Section 18. Choice of Law. The validity, terms, performance and
enforcement of this Agreement shall be governed by the laws of the
[State/Commonwealth] of [Issuer's jurisdiction of incorporation].
Section 19. Representations by Transfer Agent. The Transfer Agent
hereby represents and warrants to the Secured Party that (a) it is duly
authorized to execute and deliver this Agreement on behalf of the Issuer and (b)
this Agreement shall constitute the legal, valid and binding obligation of the
Issuer enforceable against it in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first set forth above.
, as Secured Party
------------------------------------------------------------
By:
---------------------------------
Duly Authorized Signatory
, as Debtor
------------------------------------------------------------
By:
---------------------------------
Title:
------------------------
Boston Financial Data Services, Inc., as
Transfer Agent
By:
---------------------------------
Title:
------------------------------
Exhibit A
Confirmation/Account Statement
EXHIBIT B - PAGE 2
Exhibit B
Form of Notice of Exclusive Control
__________, 200__
Boston Financial Data Services, Inc.
0 Xxxxxxxx Xxxxx
Xxxxx Xxxxxx, XX 00000
Attention: _______________
Ladies and Gentlemen:
Reference is made to the Uncertificated Securities Control
Agreement, dated as of _______, 200_ ( the "Control Agreement"), among
______________ ("Debtor"), _____________________, as Secured Party (the "Secured
Party") and Boston Financial Data Services, Inc. ("Transfer Agent"). Capitalized
terms not defined herein shall have the meanings ascribed to them in the Control
Agreement.
Confirming our telephone conversation of a few minutes ago and
pursuant to the terms of the Control Agreement, Transfer Agent is hereby
directed to accept instructions or otherwise take or refrain from taking action
with respect to the Pledged Shares only as directed by the Secured Party unless
and until a Revocation Notice has been delivered to Transfer Agent by the
Secured Party. The Secured Party hereby directs Transfer Agent to cease
complying with any instructions concerning the Pledged Shares originated by
Debtor or its representatives.
Very truly yours,
, as Secured
Party
By:
------------------------------
Name:
Title:
Exhibit C
Form of Revocation Letter
____________, 200__
Boston Financial Data Services, Inc.
0 Xxxxxxxx Xxxxx
Xxxxx Xxxxxx, XX 00000
Attention: _______________
Ladies and Gentlemen:
Reference is hereby made to the Uncertificated Securities
Control Agreement, dated as of ___________, 200_ (the "Control Agreement"),
among _______________ ("Debtor"), _________________________, as Secured Party
(the "Secured Party") and Boston Financial Data Services, Inc. ("Transfer
Agent"). Capitalized terms not defined herein shall have the meanings ascribed
to them in the Control Agreement.
Please be advised that the Notice of Exclusive Control dated
___________, 200__ is hereby revoked and that Transfer Agent may once again
comply, subject to the terms and conditions of the Control Agreement, with
instructions concerning the Pledged Shares originated by Debtor or its
representatives unless and until Transfer Agent receives a Notice of Exclusive
Control dated after the date hereof from the Secured Party.
Very truly yours,
, as Secured Party
---------------------------------------------------------
By:
---------------------
Name:
Title:
SCHEDULE A
SCHEDULE A
FEDERATED FUNDS
Prime Obligations Fund
Prime Value Obligations Fund
Prime Cash Obligations Fund
Treasury Obligations Fund
U.S. Treasury Cash Reserves
Government Obligations Fund
Tax-Free Obligations Fund
Automated Cash Management Trust
California Municipal Cash Trust
Municipal Obligations Fund
Government Obligations Tax Managed Fund Automated Government Money Trust Prime
Cash Series Tax Free Instruments Trust Georgia Municipal Cash Trust Automated
Government Cash Reserves Minnesota Municipal Cash Trust Alabama Municipal Cash
Trust Michigan Municipal Cash Trust North Carolina Municipal Cash Trust
Pennsylvania Municipal Cash Trust Trust for U.S. Treasury Obligations Liberty
U.S. Government Money Market Trust Liquid Cash Trust Automated Treasury Cash
Reserves Government Cash Series Federated Tax-Free Trust Treasury Cash Series
Virginia Municipal Cash Trust Florida Municipal Cash Trust Arizona Municipal
Cash Trust Money Market Trust Connecticut Municipal Cash Trust Federated
Short-Term U.S. Government Trust Federated Master Trust Trust for Short-Term
U.S. Government Securities Maryland Municipal Cash Trust Municipal Cash Series
Trust for Government Cash Reserves Massachusetts Municipal Cash Trust New York
Municipal Cash Trust Ohio Municipal Cash Trust Treasury Cash Series II New
Jersey Municipal Cash Trust Municipal Cash Series II Federated Prime Money Fund
II Money Market Management
Federated Xxxxxxxx Fund
Federated Muni and Stock Advantage Fund
Federated International Capital Appreciation Fund
Federated Xxxxxxxx Small Cap Fund
Federated Xxxxxxxx Fund II Federated European Equity Fund Federated Capital
Appreciation Fund II Federated Global Value Fund Federated Mid-Cap Fund
Federated Global Equity Fund Federated Mini-Cap Fund Federated Max-Cap Fund
Federated Technology Fund Federated International Value Fund
Federated Capital Appreciation Fund Federated American Leaders Fund, Inc.
Federated Stock Trust Federated Market Opportunity Fund Federated Equity Income
Fund, Inc Federated International Small Company Fund Federated Growth Strategies
Fund Federated Capital Income Fund, Inc. Federated International Equity Fund
Federated American Leaders Fund II Federated Stock and Bond Fund, Inc Federated
Large Cap Growth Fund Federated Moderate Allocation Fund Federated Conservative
Allocation Fund Federated Growth Allocation Fund Federated Capital Income Fund
II Federated Equity Income Fund II Federated Growth Strategies Fund II Federated
International Equity Fund II
Federated Ultrashort Bond Fund
Federated Municipal Ultrashort Fund
Federated Government Ultrashort Duration Fund
Federated Total Return Bond Fund
Federated Government Income Securities, Inc.
Federated Bond Fund
Federated US Government Securities Fund: 1-3 Years Federated Total Return
Government Bond Fund Federated High Yield Trust Federated Mortgage Fund
Federated International Bond Fund Federated Adjustable Rate Securities Fund
Federated Strategic Income Fund Federated International High Income Fund
Federated Intermediate Municipal Trust Federated Intermediate Corporate Bond
Fund Federated Limited Duration Fund Federated Limited Duration Government Fund,
Inc. Federated Short-Term Municipal Trust Federated California Municipal Income
Fund Federated Limited Term Municipal Fund Federated Michigan Intermediate
Municipal Trust Federated Pennsylvania Municipal Income Fund Federated
Institutional High Yield Bond Fund Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund Federated North Carolina Municipal Income
Fund Federated Limited Term Fund Federated Short-Term Income Fund Federated U.S.
Government Bond Fund Federated Quality Bond Fund II Federated Total Return Bond
Fund II Federated Income Trust Federated GNMA Trust Federated Fund for U.S.
Government Securities II
Federated High Income Bond Fund, Inc.
Capital Preservation Fund
Federated Fund for U.S. Government Securities
Federated US Government Securities Fund: 2-5 Years
Federated Municipal Securities Fund, Inc.
Federated Municipal Opportunities Fund, Inc.
Federated High Income Bond Fund II
High Yield Bond Portfolio
SCHEDULE 2.1
SERVICE LEVEL STANDARDS
See attached
SCHEDULE 2.2(f)
AML DELEGATION
DATED: July 1, 2004
1. Delegation. In connection with the enactment of the Uniting and
-----------
Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001 and the regulations
promulgated thereunder, (collectively, the "USA PATRIOT Act"), the Fund
---------------
has developed and implemented a written anti-money laundering program
(the "AML Program"), which is designed to satisfy the requirements of
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the USA PATRIOT Act. Under the USA PATRIOT Act, a mutual fund can
elect to delegate certain duties with respect to the implementation and
operation of its AML Program to a service provider, including its
transfer agent. The Fund is desirous of having the Transfer Agent
perform certain delegated duties pursuant to the AML Program and the
Transfer Agent desires to accept such delegation. Transfer Agent
acknowledges and agrees that, because the Fund remains responsible for
assuring compliance with the USA PATRIOT Act and the AML Program, the
Transfer Agent shall provide such information and reports to the Fund's
designated compliance officer as may from time to time be reasonably
requested by the Fund and, in addition, shall provide such compliance
officer with notice of any contact by any regulatory authority.
2. Limitation on Delegation. The Fund acknowledges and agrees that in
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accepting the delegation hereunder, the Transfer Agent is agreeing to
perform only those duties that have been expressly delegated on this
Schedule 2.2(f) (the "Delegated Duties"), as may be amended from time
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to time, and is not undertaking and shall not be responsible for any
other aspect of the AML Program or for the overall compliance by the
Fund with the USA PATRIOT Act or for any other matters that have not
been delegated hereunder. Additionally, the parties acknowledge and
agree that the Transfer Agent shall only be responsible for performing
the Delegated Duties with respect to the ownership of, and transactions
in, shares in the Fund for which the Transfer Agent maintains the
applicable shareholder information.
3. Consent to Examination. In connection with the performance by the
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Transfer Agent of the Delegated Duties, the Transfer Agent understands
and acknowledges that the Fund remains responsible for assuring
compliance with the USA PATRIOT Act and that the records the Transfer
Agent maintains for the Fund relating to the AML Program may be
subject, from time to time, to examination and/or inspection by federal
regulators in order that the regulators may evaluate such compliance.
The Transfer Agent hereby consents to such examination and/or
inspection and agrees to cooperate with such federal examiners in
connection with their review. For purposes of such examination and/or
inspection, the Transfer Agent will use its best efforts to make
available, during normal business hours and on reasonable notice all
required records and information for review by such examiners.
4. Delegated Duties
4.1 With respect to the beneficial ownership of, and transactions in, shares
in the Fund for which the Transfer Agent maintains the applicable
shareholder information, the Transfer Agent shall:
SCHEDULE 2.2(f)
AML DELEGATION
(continued)
(a) Submit all new account and registration maintenance transactions
through the Office of Foreign Assets Control ("OFAC") database and such
other lists or databases of trade restricted individuals or entities as
may be required from time to time by applicable regulatory authorities.
(b) Submit special payee checks through the OFAC database.
(c) Review redemption transactions that occur within thirty (30) days of
account establishment or maintenance.
(d) Review wires sent pursuant to banking instructions other than those on
file with the Transfer Agent.
(e) Review accounts with small balances followed by large purchases.
(f) Review accounts with frequent activity within a specified date range
followed by a large redemption.
(g) On a daily basis, review purchase and redemption activity per tax
identification number ("TIN") within the Funds to determine if activity
for that TIN exceeded the $100,000 threshold on any given day.
(h) Compare all new accounts and registration maintenance through the
Known Offenders database and notify the Fund of any match.
(i) Monitor and track cash equivalents under $10,000 for a rolling
twelve-month period and file IRS Form 8300 and issue the shareholder
notices required by the IRS.
(j) Determine when a suspicious activity report ("SAR") should be filed as
required by regulations applicable to mutual funds; prepare and file the
SAR. Provide the Fund with a copy of the SAR within a reasonable time
after filing; notify the Fund if any further communication is received
from U.S. Department of the Treasury or other law enforcement agencies
regarding the SAR.
(k) Compare account information to any FinCEN request received by the Fund
and provided to the Transfer Agent pursuant to the USA PATRIOT Act Sec.
314(a). Provide the Fund with documents/information necessary to respond
to requests under USA PATRIOT Act Sec. 314(a) within required time frames.
(l) Verify the identity of any person seeking to open an account with the
Fund, (ii) Maintain records of the information used to verify the person's
identity and (iii) Determine whether the person appears on any lists of
known or suspected terrorists or terrorists organizations provided to the
Fund by any government agency.
4.2 In the event that the Transfer Agent detects suspicious activity as a
result of the foregoing procedures, which necessitates the filing by the
Transfer Agent of a suspicious activity report, a Form 8300 or other
similar report or notice to OFAC, then the Transfer Agent shall also
immediately notify the Fund, unless prohibited by Applicable Law.
SCHEDULE 2.2(g)
CHECKWRITING SERVICES SUPPORT
(i) Upon receipt of checkwriting signature cards, code the appropriate
Shareholder account on Transfer Agent's recordkeeping systems for checkwriting
services, order appropriate checkbook products through MICR's online checkbook
ordering system, and process the signature card, including manually inserting
the fourteen-digit account number for such Shareholder on each such signature
card, scanning such signature card into the Automated Work Distributor system
("AWD") and sending the original signature card to United Missouri Bank, N.A.
("UMB") for safekeeping;
(ii) Utilize UMB's UNITEPlus system for daily settlement with UMB of checks
presented against a Shareholder's account, transmitting the aggregate settlement
amount for all check presentments on each business day on which UMB is open for
business, less the amount of any check presentments rejected from the prior
business day;
(iii) Utilize UMB's systems for review of accounts and processing of items
rejected by UMB;
(iv) In accordance with Proper Instructions, place stop payment orders on
specified checks utilizing the online systems of UMB;
(v) Provide information to UMB, on each business day, as to the current
collected balance in specified Shareholder accounts;
(vi) With respect to checks that are rejected by UMB for reasons other than
insufficient Shareholder account balance, perform the following services each
business day, as applicable:
(A) For checks with faulty MICR encoding, incorrect formatting (1) perform
a search of the Fund's records, maintained on Transfer Agent's
recordkeeping systems, for open Shareholder accounts matching the
available identifying Shareholder information on such check and (x) if no
corresponding Shareholder account can be located, generate and send a
report of such item to UMB, (y) if a corresponding Shareholder account can
be located and the account of the Shareholder has a sufficient balance
against which to process such check, instruct UMB to pay such check and
(z) if a corresponding Shareholder account can be located and the account
of the Shareholder does not have a sufficient balance against which to
process such check, instruct UMB to return such check to the Shareholder,
(2) review each item to determine the cause of the rejection and perform
the following additional steps (x) if the cause was incorrect formatting
or faulty MICR data, and the shareholder utilized a third party vendor or
software platform, inform the Shareholder of the problem and advise the
Shareholder to destroy remaining check stock, and, if requested by the
Shareholder, order a new checkbook for such Shareholder and (y) if the
cause was due to a check being written by a Shareholder against a Fund
that no longer offers checkwriting privileges, inform the client of the
problem and advise the client to destroy remaining check stock.
(B) For checks that are reported as duplicate check entries, (1) if the
check can be viewed on UMB's on-line system, view the check on-line in
order to determine whether they are duplicative and (x) if not
duplicative, confirm whether the Shareholder's account has a sufficient
balance to honor the check and, if so, instruct UMB to pay the check, (y)
if not duplicative, confirm whether the Shareholder's account has a
sufficient balance to honor the check and, if not, instruct UMB to reject
the check, and (z) if duplicative, instruct UMB to reject the check, and
(2) if the check cannot be viewed on UMB's on-line systems, contact the
financial intermediary through which the Shareholder is transacting, if
applicable, or the Shareholder if no financial intermediary is involved,
and verify whether the potentially duplicative check is legitimate and (x)
if verified to be legitimate by either such means, instruct UMB to pay
such check and manually deduct the amount of such check from the
Shareholder's account for settlement with UMB on the next business day,
(y) if the Shareholder or financial intermediary indicates that the check
is forged or fraudulent, instruct UMB to reject the check and report the
matter to the risk management function within Federated Services Company
and (z) if the Shareholder or financial intermediary cannot be contacted,
present the check for further review.
(vii) With respect to checks that are rejected by UMB for reasons of
insufficient Shareholder account balance ("NSF Checks"), perform the following
services each business day, as applicable:
(A) With respect to NSF Checks written by Shareholders whose accounts are
maintained (x) by a broker/dealer that has executed an indemnity in favor
of Transfer Agent in form and substance satisfactory to Transfer Agent
("Brokers") and (y) by Federated Securities Corp. ("FSC"):
(1) Compile a daily list of NSF Checks, sorted by Broker name
(including FSC, as applicable), and transmit such list to the
respective Broker (including FSC, as applicable);
(2) Accept instructions from such Brokers (including FSC, as
applicable) until 12:30 p.m. (Eastern) on each business day as to
the disposition of each such NSF Check (the "Pay or Bounce
Instructions");
(3) Transmit all Pay or Bounce Instructions received by 12:30 p.m.
(Eastern) on such business day to UMB by 1:00 p.m. (Eastern)
on such business day;
(4) Create a same day wire purchase, or perform a current day
transfer or exchange, in accordance with instructions specified in
each Pay or Bounce Instruction (the "Deficit True-Up Transaction"),
and post this information to the "Trade Pending" status information
field on Transfer Agent's recordkeeping systems;
(5) Confirm settlement of each Deficit True-Up Transaction (either
receipt of wire or processing of transfer or exchange);
(6) Create a checkwriting redemption against the "Trade Pending"
status information field on the Transfer Agent's recordkeeping
systems; and
(7) In the event that an additional checkwriting check is presented
against a Shareholder account on the date an NSF Check for such
Shareholder and with respect to which the Pay or Bounce Instruction
has already been given, submit a "Resubmittal" report to the
applicable Broker (including FSC, as applicable), indicating the new
Shareholder account balance after giving effect to the prior Pay or
Bounce Instruction.
(B) With respect to NSF Checks written by Shareholders whose accounts are
maintained by a broker/dealer that has not executed an indemnity in favor
of Transfer Agent, instruct UMB to bounce or reject such NSF Check.
SCHEDULE 2.2(h)
DEBIT CARD SERVICES/ACH TRANSACTIONS SUPPORT
(A) Debit Card Services.
(i) Upon receipt of applications for debit card services, code the
appropriate Shareholder account on Transfer Agent's recordkeeping systems
for debit card services and process the application, including manually
inserting the fourteen-digit account number for such Shareholder on the
application, scanning such application into the AWD and sending a copy of
the application to UMB;
(ii) Utilize UMB's UNITEPlus system for daily settlement with UMB of debit
card transactions presented against a Shareholder's account, transmitting
the aggregate settlement amount for all such presentments on each business
day on which UMB is open for business;
(iii) Utilize UMB's systems for review of accounts and processing of items
rejected by UMB;
(iv) Review daily reject reports from UMB and make any and all necessary
adjustments to Shareholder accounts.
(B) Automated Clearing House System ("ACH") Transactions. Transfer Agent will
provide the following services in support of ACH transactions:
(i) Utilize UMB's UNITEPlus system for daily settlement with UMB of ACH
transactions presented against a Shareholder's account, transmitting the
aggregate settlement amount for all ACH transactions on each business day
on which UMB is open for business, less the amount of any ACH transactions
rejected from the prior business day; and
(iii) Utilize UMB's systems for review of accounts and processing of ACH
transaction items rejected by UMB.
It is recognized that there are electronic alternatives to traditional
paper checks, including those transactions processed through the ACH. The
settlements referred to in (B)(I) and (B)(ii) of this Schedule 2.2(h),
together with any such electronic checks processed as ACH transactions,
will be included in daily settlement amounts communicated between Transfer
Agent and UMB under Schedule 2.2(g), and processing of these transactions
will otherwise be handled according to the terms of such Schedule 2.2(g).
SCHEDULE 2.4
FUNCTIONAL MATRIX
See attached
FIRST AMENDMENT TO
TRANSFER AGENCY AND SERVICE AGREEMENT
THIS FIRST AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT (the
"Amendment") between each of the Federated Funds set forth on Exhibit A of the
Original Agreement (the "Funds") and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts trust company (the "Transfer Agent") is made and entered into as
of the 10th day of October, 2005.
W I T N E S S E T H
WHEREAS, the Funds and the Transfer Agent are parties to that certain
Transfer Agency and Service Agreement dated as of July 1, 2004 (the "Original
Agreement");
WHEREAS, the Funds and the Transfer Agent wish to amend the Original
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. Schedule 3.1. The first footnote in Schedule 3.1 of the Original
Agreement is hereby deleted in its entirety and replaced with the following:
1. For all new CUSIPs, the "Per CUSIP Fee" shall be waived for
the first six (6) months after a new CUSIP is established.
2. Original Agreement. All references in the Original Agreement to the
"Agreement" shall be deemed to be references to the Original Agreement, as
amended hereby.
3. Capitalized Terms. Terms used as defined terms herein, which are not
otherwise defined herein, shall have the meanings ascribed thereto in the
Original Agreement, as amended hereby.
4. No Other Amendments. Except as expressly amended hereby, the Original
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.
By each of the Federated Funds set
forth on Exhibit A of the Original
Agreement
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
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Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxx
------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
SCHEDULE 3.2
OUT-OF-POCKET EXPENSES
The Fund shall be responsible for its portion (either based upon actual usage
where such usage can be definitively determined or on an equitably allocated
basis where all Funds enjoy the same benefits) of expenses incurred by the
Transfer Agent for the benefit of the Funds and/or the shareholders of the
Funds, including but not limited to the following: (a) All shareholder
recordkeeping system charges and expenses, including charges for the maintenance
and/or storage of shareholder records, trading information, programming charges
and other shareholder trading and lookup enhancements, including DST's TA 2000
system, FANWeb, Vision, as in existence on the date hereof, together with such
changes as may be agreed to in writing by the Fund from time to time during the
Term, (b) all costs and expenses for typesetting, printing, processing,
coalating and mailing (including postage and/or courier charges) of documents,
legally required to be delivered to shareholders, that the Transfer Agent is
required to deliver hereunder or that have been requested by shareholders, (c)
costs and expenses related to the provision of customer services to shareholders
in the Trusts and/or financial intermediaries, including but not limited to
phone line charges, datacom charges, facsimile line charges, (d) membership
fees, per CUSIP fees, and costs and expenses charged by the National Securities
Clearing Corporation with respect to trades placed and/or cleared through such
systems, (e) per transaction expenses incurred in connection with wires, ACH
transactions, checkwriting transactions and availability, debit card
transactions and availability, check processing, and escheatment, (f) costs and
expenses associated with printing, mailing, production and replacement of
checkbooks for shareholders electing checkwriting services, (g) costs and
expenses incurred at the specific direction of the Funds or required by a
regulatory organization and other out-of-pocket expenses deemed to be properly
payable by the Fund administrator's treasury department, (h) professional
services costs and expenses associated with the performance of the annual SAS70
of the Transfer Agent and such other audits, compliance checks and other
professional services required by the Funds to be performed with respect to the
Transfer Agent, and (i) costs of shareholder servicing enhancements,
enhancements specific to trading with a particular financial intermediary with
the purpose of increasing assets in or promoting efficiency in the trading with
a given Fund, systems automation costs and expenses that promote increases in
shareholder servicing and/or processing efficiency or that cause a net reduction
in overall fund expenses.
