Exhibit e(ii) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
AGREEMENT
For
SUBADMINISTRATIVE SERVICES
AGREEMENT made as of October ___, 2000 by and between 21ST CENTURY ENTERPRISES,
INC., a corporation having its principal office and place of business at
________________, (the "Administrator"); FEDERATED SERVICES COMPANY, a
Pennsylvania corporation, having its principal office and place of business at
Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779 on behalf of
itself and its subsidiaries (the "Subadministrator"); and 4 WINDS FAMILY OF
FUNDS, a Delaware business trust having its principal office and place of
business at 5800 Corporate Drive, Pittsburgh, Pennsylvania 15237-7002 (the
"Investment Company").
WHEREAS, Administrator serves as administrator to the Investment Company on
behalf of the portfolios (individually referred to herein as a "Fund" and
collectively or "Funds") pursuant to an Agreement for Administrative Services
dated October ___, 2000, between the Funds and the Administrator (the
"Administration Agreement"); and
WHEREAS, the Investment Company and the Administrator desire to retain
Subadministrator to assist in rendering administrative services to the Funds,
and Subadministrator is willing to render such services on the terms hereinafter
set forth;
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:
SECTION ONE: SUBADMINISTRATION SERVICES
ARTICLE 1. APPOINTMENT.
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The Investment Company and the Administrator hereby appoint
Subadministrator as subadministrator for the period on the terms and conditions
set forth in this Agreement. Subadministrator hereby accepts such appointment
and agrees to furnish the services set forth in Article 2 of this Agreement in
return for the compensation set forth in Article 4 of this Agreement.
ARTICLE 2. SUBADMINISTRATOR'S DUTIES.
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As subadministrator, the Subadministrator will provide facilities,
equipment, and personnel to carry out such of the following administrative
services for operation of the business and affairs of the Investment Company as
the Investment Company and Subadministrator shall agree to be reasonably
necessary for the proper administration of Investment Company:
A. prepare, file, and maintain the Investment Company's governing documents
and any amendments thereto, including the Charter (which has already been
prepared and filed), the By-laws and minutes of meetings of the Board and
Shareholders;
B. prepare and file with the Securities and Exchange Commission and the
appropriate state securities authorities the registration statements
for the Investment Company and the Investment Company's shares and all
amendments thereto, reports to regulatory authorities and shareholders,
prospectuses, proxy statements, and such other documents all as may be
necessary to enable the Investment Company to make a continuous
offering of its shares;
C. prepare, negotiate, and administer contracts (if any) on behalf of the
Investment Company with, among others, the Investment Company's investment
advisers and distributors, subject to any applicable restrictions of the
Board or the 1940 Act;
D. calculate performance data of the Investment Company for dissemination to
information services covering the investment company industry;
E. prepare and file the Investment Company's tax returns;
F. coordinate the layout and printing of publicly disseminated prospectuses
and reports;
G. perform internal audit examinations in accordance with a charter to be
adopted by the Company and the Investment Company;
H. assist with the design, development, and operation of the Investment
Company;
I. provide individuals reasonably acceptable to the Board for nomination,
appointment, or election as officers of the Investment Company, who will be
responsible for the management of certain of the Investment Company's
affairs as determined by the Investment Company's Board; and
J. consult with the Investment Company and its Board on matters concerning the
Investment Company and its affairs.
The foregoing, along with any additional services that the
Subadministrator shall agree in writing to perform for the Investment
Company under this Section One, shall hereafter be referred to as
"Administrative Services."
ARTICLE 3. RECORDS.
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The Subadministrator shall create and maintain all necessary books
and records in accordance with all applicable laws, rules and regulations,
including but not limited to records required by Section 31(a) of the
Investment Company Act of 1940 and the rules thereunder, as the same may
be amended from time to time, pertaining to the Administrative Services
performed by it and not otherwise created and maintained by another party
pursuant to contract with the Investment Company. Where applicable, such
records shall be maintained by the Subadministrator for the periods and in
the places required by Rule 31a-2 under the 1940 Act. The books and
records pertaining to the Investment Company which are in the possession
of the Subadministrator shall be the property of the Investment Company.
The Investment Company, or the Investment Company's authorized
representatives, shall have access to such books and records at all times
during the Subadministrator normal business hours. Upon the reasonable
request of the Investment Company, copies of any such books and records
shall be provided promptly by the Subadministrator to the Investment
Company or the Investment Company's authorized representatives.
ARTICLE 4. DUTIES OF THE INVESTMENT COMPANY.
The Investment Company assumes full responsibility for the preparation,
contents and distribution of its own offering document and for complying
with all applicable requirements the 1940 Act, the Internal Revenue Code,
and any other laws, rules and regulations of government authorities having
jurisdiction.
ARTICLE 5. EXPENSES.
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The Company shall be responsible for expenses incurred in providing office
space, equipment, and personnel as may be necessary or convenient to
provide the Subadministrative Services to the Investment Company,
including the compensation of the Company employees who serve as trustees
or directors or officers of the Investment Company. The Investment Company
shall be responsible for all other expenses incurred by the Company on
behalf of the Investment Company, including without limitation postage and
courier expenses, printing expenses, travel expenses, registration fees,
filing fees, fees of outside counsel and independent auditors, or other
professional services, organizational expenses, insurance premiums, fees
payable to persons who are not the Company's employees, trade association
dues, and other expenses properly payable by the Funds and/or the Classes.
ARTICLE 6. COMPENSATION.
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For the Administrative Services provided, the Investment Company
hereby agrees to pay and the Subadministrator hereby agrees to accept as
full compensation for its services rendered hereunder a subadministrative
fee at an annual rate per Fund, as specified below, and the parties hereto
hereby agree that the administrative fee payable by the Investment Company
to the Administrator under the Administration Agreement shall be
diminished by the amount of the Subadministrative fees so paid.
Max. Subadmin. Average Daily Net Assets
Fee of the Funds
.150% on the first $250 million
.125% on the next $250 million
.100% on the next $250 million
.075% on assets in excess of $750 million
(Average Daily Net Asset break-points are on a complex-wide basis)
However, in no event shall the subadministrative fee received during any
year of the Agreement be less than or be paid at a rate less than would
aggregate $75,000 per Fund and $30,000 per Class. The minimum fee set
forth above in this Article 6 may increase annually upon each anniversary
of this Agreement over the minimum fee during the prior 12 months, as
calculated under this Agreement, in an amount equal to the increase in
Pennsylvania Consumer Price Index (not to exceed 6% annually) as last
reported by the U.S. Bureau of Labor Statistics for the twelve months
immediately preceding such anniversary. In accordance with the foregoing,
the parties hereby agree that the Investment Company's obligation to make
payments of the administrative services fee to the Administrator under the
Administration Agreement is subject to the obligation of the Investment
Company to pay to Subadministrator the minimum fee set forth in this
paragraph, that is, if the asset level of a Fund does not result in a
Subadministrative Fee payment to FSC of $75,000 for a Fund with a single
class ($105,000 for a Fund with two classes) there will be no compensation
payable to Administrator under the Administration Agreement in respect of
such Fund.
ARTICLE 7. LIMITATION OF LIABILITY.
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A. Subadministrator shall not be liable for any error of judgment or
mistake of law or for any loss suffered by Administrator or the
Investment Company in connection with Subadministrator's
performance of its obligations and duties under this Agreement,
except a loss resulting from willful misfeasance, bad faith or
gross negligence in the performance of such obligations and
duties, or by reason of reckless disregard thereof.
B. Subadministrator shall indemnify and hold Administrator and the
Investment Company harmless, and Administrator and the Investment
Company shall be without any liability for any loss suffered by
Subadministrator, provided that such loss results from
Subadministrator's willful misfeasance, bad faith gross
negligence or reckless disregard with respect to
Subadministrator's performance of its duties and obligations
under this Agreement.
C. Administrator shall indemnify and hold Subadministrator harmless, and
Subadministrator shall be without any liability for any loss suffered by
Subadministrator, with respect to Subadministrator's performance of its
duties and obligations under this Agreement, provided that such loss
results from Administrator's willful misfeasance, bad faith, gross
negligence or reckless disregard with respect to Administrator's
performance of its duties and obligations as administrator of the
Investment Company.
D. Subadministrator shall be kept indemnified and held harmless by
Administrator and the Investment Company and be without liability for any
action taken or thing done by Subadministrator in reliance on any
information concerning the Investment Company furnished by Administrator.
E. Administrator and the Investment Company shall be kept indemnified and held
harmless by Subadministrator and be without liability for any action taken
or thing done by Administrator in reliance on any information concerning
the Investment Company furnished by Subadministrator.
SECTION TWO: General Provisions.
ARTICLE 8. ASSIGNMENT.
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Neither this Agreement nor any of the rights or obligations under this
Agreement may be assigned by any party without the written consent of the other
parties. This agreement shall inure to the benefit of an be binding upon the
parties and their respective permitted successors and assigns.
ARTICLE 9. REPRESENTATIONS AND WARRANTIES.
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Administrator and Subadministrator each represents and warrants to the
other that:
(1) it is a corporation duly organized and existing and in good standing under
the laws of the jurisdiction of its incorporation;
(2) It is duly qualified to carry on its business in each jurisdiction where
the nature of its business requires such qualification;
(3) It is empowered under applicable laws and by its charter and By-Laws to
enter into and perform this Agreement;
(4) All requisite corporate proceedings have been taken to authorize it
to enter into and perform its obligations under this Agreement;
(5) It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this Agreement; and
ARTICLE 10. NOTIFICATION.
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In order that the indemnification provisions contained in Article 7 shall
apply, upon the assertion of a claim for which any party may be required to
indemnify any of the other, the party seeking indemnification shall promptly
notify the other parties of such assertion, and shall keep the other parties
advised with respect to all developments concerning such claim. Any party who
may be required to indemnify shall have the option to participate with any party
seeking indemnification in the defense of such claim. Any party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which any other party may be required to indemnify it except with the
other party's prior written consent.
Article 11. Term and Termination of Agreement.
This Agreement shall be effective from October ___, 2000 and shall
continue until October ___, 2005 ("Term"). Thereafter, this Agreement shall be
automatically renewed each year for an additional term of one year, unless
notice of termination has been delivered by either party to the other no less
than one year before the beginning of any such additional term. In the case of
any notice of termination purporting to terminate this Agreement by
Administrator, such notice must be authorized by the Board of Trustees of the
Fund. The termination date for all original or after-added Funds which are, or
become, a party to this Agreement shall be coterminous. Investment Companies
that merge or dissolve during the Term, shall cease to be a party on the
effective date of such merger or dissolution.
Should the Administrator exercise its rights to terminate, all
out-of-pocket expenses associated with the movement of records and materials
will be borne by the Administrator. Additionally, the Subadministrator reserves
the right to charge for any other reasonable expenses associated with such
termination. The provisions of Article 7 shall survive the termination of this
Agreement.
ARTICLE 11. AMENDMENT.
----------------------
This Agreement may be amended or modified by a written agreement executed
by both parties.
ARTICLE 12. GOVERNING LAW.
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This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the Commonwealth of Pennsylvania.
ARTICLE 12. NOTICES.
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Except as otherwise specifically provided herein, Notices and other
writings delivered or mailed postage prepaid to the Administrator at
________________ _____________________________, or to the Subadministrator at
Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or to such
other address as the Administrator or the Subadministrator may hereafter
specify, shall be deemed to have been properly delivered or given hereunder to
the respective address.
ARTICLE 13. COUNTERPARTS.
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This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original.
ARTICLE 14. FORCE MAJEURE.
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The Subadministrator shall have no liability for cessation of services
hereunder or any damages resulting therefrom to the Administrator as a result of
work stoppage, power or other mechanical failure, natural disaster, governmental
action, communication disruption or other impossibility of performance.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their seals by and through
their duly authorized officers, as of the day and year first above written.
21ST CENTURY ENTERPRISES, INC.
FEDERATED SERVICES COMPANY
By: ________________________________
Name:
Title:
FEDERATED SERVICES COMPANY
By: ________________________________
Name:
Title:
4 WINDS FAMILY OF FUNDS
By: ________________________________
Name:
Title:
