EXHIBIT (H) (XV) UNDER FORM N-1A
EXHIBIT (10) UNDER ITEM 601/REG. S-K
AGREEMENT
FOR
ADMINISTRATIVE SERVICES
AND TRANSFER AGENCY SERVICES
AGREEMENT made as of November 1, 2000, by and between Vision Group of Funds,
a Delaware business trust having its principal office and place of business in
Pittsburgh, Pennsylvania ("Investment Company"), on behalf of its portfolios now
existing or hereafter created, as identified on Exhibit 1 hereto as the same may
be amended from time to time (each a "Fund" and collectively the "Funds"), and
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
"Federated").
WHEREAS, the Investment Company is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), with authorized and issued shares of capital stock ("Shares");
WHEREAS, the Investment Company may desire to appoint Federated as its
administrator to provide it with administrative services (as herein defined)
exclusively or in conjunction with one or more co-administrators, and Federated
desires to accept such appointment;
WHEREAS, the Investment Company may desire to appoint Federated as its
transfer agent and dividend disbursing agent to provide it with transfer agency
services (as herein defined) and agent in connection with certain other
activities, and Federated desires to accept such appointment; and
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: ADMINISTRATIVE SERVICES.
ARTICLE 1. APPOINTMENT.
The Investment Company hereby appoints Federated as Administrator for the
period on the terms and conditions set forth in this Agreement. Federated 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 6 of
this Agreement.
ARTICLE 2. FEDERATED'S DUTIES.
As Administrator, in conjunction with any other administrators, and subject
to the supervision and control of the Investment Company's Board of Trustees
("Board") and in accordance with Proper Instructions (as defined hereafter) from
the Investment Company, Federated will provide facilities, equipment, and
personnel to carry out the following administrative services for operation of
the business and affairs of the Investment Company and each of its Funds:
A. prepare, file, and maintain the Investment Company's governing
documents and any amendments thereto, including the Declaration of
Trust (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,
each prospectus and statement of additional information ("Prospectus"),
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 on behalf of the
Investment Company with, among others, the Investment Company's
investment advisers, sub-investment advisers, fund accountants,
custodians, and distributors, subject to any applicable restrictions
of the Board or the 1940 Act;
D. coordinate the layout and printing of publicly disseminated
prospectuses and reports;
E. perform internal audit examinations in accordance with a charter to be
adopted by Federated and the Investment Company;
F. assist with the design, development, and operation of the Investment
Company and the Funds;
G. 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;
H. consult with the Investment Company, its Board, and any other
administrators on matters concerning the Investment Company and its
affairs;
I. perform periodic oversight of the Investment Company's custodian in the
maintenance of the Fund's general ledger and in the preparation of the
Fund's financial statements, including oversight of expense accruals and
payments, of the determination of the net asset value of the Fund and of
the declaration and payment of dividends and other distributions to
shareholders;
J. oversee calculation of performance data of the Fund for dissemination to
information services covering the investment company industry;
K. prepare and file the Fund's tax returns; and
L. examine and review the operations of the Fund's custodian.
The foregoing, along with any additional services that Federated shall agree
in writing to perform for the Investment Company under this Section One, shall
hereafter be referred to as "Administrative Services." Federated's oversight of
the custodian shall not create any liability of Federated for errors or
omissions of the custodian or fund accountant in performing their functions.
ARTICLE 3. RECORDS.
Federated 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 Federated 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 that are in the possession of
Federated 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 Federated's normal business
hours. Upon the reasonable request of the Investment Company, copies of any such
books and records shall be provided promptly by Federated to the Investment
Company or the Investment Company's authorized representatives.
ARTICLE 4. DUTIES OF THE FUND.
The Fund 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.
Federated shall be responsible for expenses incurred in providing office
space, equipment, and personnel as may be necessary or convenient to provide the
Administrative Services to the Investment Company, including the compensation of
Federated employees who serve as trustees or officers of the Investment Company.
The Investment Company shall be responsible for all other expenses incurred by
Federated 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 Federated's employees, trade association dues, and other
expenses properly payable by the Funds and/or the classes.
ARTICLE 6. COMPENSATION.
For the Administrative Services provided, the Investment Company hereby
agrees to pay and Federated hereby agrees to accept as full compensation for its
services rendered hereunder an administrative fee at an annual rate of the
average daily net assets of the Funds, as set forth below.
MAX. ADMIN. AVERAGE DAILY NET ASSETS
FEE OF THE FUNDS
.06% on the first $2 billion
.03% on the next $3 billion
.015% on assets in excess of $5 billion
(Average Daily Net Asset break points are on a complex-wide basis)
The compensation and out of pocket expenses attributable to the Funds shall
be accrued daily by the Funds and paid to Federated no less frequently than
monthly, and shall be paid daily upon request of Federated. Federated will
maintain detailed information about the compensation and out of pocket expenses
by the Funds.
ARTICLE 7. RESPONSIBILITY OF ADMINISTRATOR.
A. Federated shall not be liable for any error of judgment or mistake of law
or for any loss suffered by the Investment Company in connection with the
matters to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement.
B. Any person, even though also an officer, director, trustee, partner,
employee or agent of Federated, who may be or become an officer, trustee,
partner, employee or agent of the Investment Company, shall be deemed, when
rendering services to the Investment Company or acting on any business of
the Investment Company (other than services or business in connection with
the duties of Federated hereunder) to be rendering such services to or
acting solely for the Investment Company and not as an officer, director,
trustee, partner, employee or agent or one under the control or direction
of Federated even though paid by Federated.
C. Federated shall be kept indemnified by the Investment Company and be
without liability for any action taken or thing done by it in performing
the Administrative Services in accordance with the above standards.
D. If at any time another entity performs administrative services to any
Fund, including without limitation those services listed herein or
services similar to those listed herein, Federated and such other entity
shall in no event be liable for the acts or omissions of the other. If the
entity is a subsidiary owned or controlled by Federated Investors, Inc.,
then Federated shall be as fully responsible to the Investment Company for
the entity's acts and omissions.
SECTION TWO: TRANSFER AGENCY SERVICES.
ARTICLE 8. TERMS OF APPOINTMENT.
Subject to the terms and conditions set forth in this Agreement, the
Investment Company hereby appoints Federated to act as, and Federated agrees to
act as, transfer agent and dividend disbursing agent for each Fund's Shares, and
agent in connection with any accumulation, open-account or similar plans
provided to the shareholders of any Fund ("Shareholder(s)"), including without
limitation any periodic investment plan or periodic withdrawal program.
Federated shall be held to a standard of reasonable care in carrying out the
provisions of this Section Two.
ARTICLE 9. DUTIES OF FEDERATED.
Federated shall perform the following services in accordance with Proper
Instructions as may be provided from time to time by the Investment Company as
to any Fund:
A. Purchases
(1) Federated shall receive orders and payment for the purchase of
shares and promptly deliver payment and appropriate documentation
therefore to the custodian of the relevant Fund, (the
"Custodian"). Federated shall notify the Fund and the Custodian on
a daily basis of the total amount of orders and payments so
delivered.
(2) Pursuant to purchase orders and in accordance with the Fund's
current Prospectus, Federated shall compute and issue the
appropriate number of Shares of each Fund and/or Class and hold
such Shares in the appropriate Shareholder accounts.
(3) In the event that any check or other order for the purchase of
Shares of the Fund and/or Class is returned unpaid for any reason,
Federated shall debit the Share account of the Shareholder by the
number of Shares that had been credited to its account upon
receipt of the check or other order, promptly mail a debit advice
to the Shareholder, and notify the Fund and/or Class of its
action. In the event that the amount paid for such Shares exceeds
proceeds of the redemption of such Shares plus the amount of any
dividends paid with respect to such Shares, the Fund and/the Class
or its distributor will reimburse Federated on the amount of such
excess.
B. Distribution
(1) Upon notification by the Funds of the declaration of any
distribution to Shareholders, Federated shall act as Dividend
Disbursing Agent for the Funds in accordance with the provisions
of its governing document and the then-current Prospectus of the
Fund. Federated shall prepare and mail or credit income, capital
gain, or any other payments to Shareholders. As the Dividend
Disbursing Agent, Federated shall, on or before the payment date
of any such distribution, notify the Custodian of the estimated
amount required to pay any portion of said distribution which is
payable in cash and request the Custodian to make available
sufficient funds for the cash amount to be paid out. Federated
shall reconcile the amounts so requested and the amounts actually
received with the Custodian on a daily basis. If a Shareholder is
entitled to receive additional Shares by virtue of any such
distribution or dividend, appropriate credits shall be made to the
Shareholder's account; and
(2) Federated shall maintain records of account for each Fund and
Class and advise the Investment Company, each Fund and Class and
its Shareholders as to the foregoing.
C. Redemptions and Transfers
(1) Federated shall receive redemption requests and redemption
directions and, if such redemption requests comply with the
procedures as may be described in the Fund Prospectus or set forth
in Proper Instructions, deliver the appropriate instructions
therefor to the Custodian. Federated shall notify the Funds on a
daily basis of the total amount of redemption requests processed
and monies paid to Federated by the Custodian for redemptions.
(2) At the appropriate time upon receiving redemption proceeds from
the Custodian with respect to any redemption, Federated shall pay
or cause to be paid the redemption proceeds in the manner
instructed by the redeeming Shareholders, pursuant to procedures
described in the then-current Prospectus of the Fund.
(3) If any certificate returned for redemption or other request for
redemption does not comply with the procedures for redemption
approved by the Fund, Federated shall promptly notify the
Shareholder of such fact, together with the reason therefor, and
shall effect such redemption at the price applicable to the date
and time of receipt of documents complying with said procedures.
(4) Federated shall effect transfers of Shares by the registered
owners thereof.
(5) Federated shall identify and process abandoned accounts and uncashed
checks for state escheat requirements on an annual basis and report such
actions to the Fund.
D. Recordkeeping
(1) Federated shall record the issuance of Shares of each Fund, and/or
Class, and maintain pursuant to applicable rules of the Securities
and Exchange Commission ("SEC") 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.
Federated 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) Federated shall establish and maintain records pursuant to
applicable rules of the SEC relating to the services to be
performed hereunder in the form and manner as agreed to by the
Investment Company or the Fund to include a record for each
Shareholder's account of the following:
(a) Name, address and tax identification number (and whether
such number has been certified);
(b) Number of Shares held;
(c) Historical information regarding the account, including
dividends paid and 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 withholding is
required by the Internal Revenue Code;
(f) Any dividend reinvestment order, plan application, dividend
address and correspondence relating to the current
maintenance of the account;
(g) Certificate numbers and denominations for any Shareholder
holding certificates;
(h) Any information required in order for Federated to perform
the calculations contemplated or required by this Agreement.
(3) Federated shall preserve any such records required to be
maintained pursuant to the rules of the SEC for the periods
prescribed in said rules as specifically noted below. Such records
shall include, but not be limited to records required by Section
31(a) of the Investment Company Act of 1940 and the rules
thereunder, pertaining to the Transfer Agency 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 Federated 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
that are in the possession of Federated shall be the property of
the Investment Company. Such record retention shall be at the
expense of Federated, and such records may be inspected by the
Fund at reasonable times. Federated may, at its option at any
time, and shall forthwith upon the Fund's demand, turn over to the
Fund and cease to retain in Federated's files, records and
documents created and maintained by Federated pursuant to this
Agreement, which are no longer needed by Federated in performance
of its services or for its protection. If not so turned over to
the Fund, such records and documents will be retained by Federated
for six years from the year of creation, during the first two of
which such documents will be in readily accessible form. At the
end of the six-year period, such records and documents will either
be turned over to the Fund or destroyed in accordance with Proper
Instructions.
E. Confirmations/Reports
(1) Federated shall furnish to the Fund periodically the following
information:
(a) A copy of the transaction register;
(b) Dividend and reinvestment blotters;
(c) 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 Federated;
(d) Shareholder lists and statistical information;
(e) Payments to third parties relating to distribution
agreements, allocations of sales loads, redemption fees, or
other transaction- or sales-related payments;
(f) Such other information as may be agreed upon from time to
time.
(2) Federated shall prepare in the appropriate form, file with the
Internal Revenue Service and appropriate state agencies, and, if
required, mail to Shareholders, such notices for reporting
dividends and distributions paid as are required to be so filed
and mailed and shall withhold such sums as are required to be
withheld under applicable federal and state income tax laws, rules
and regulations.
(3) In addition to and not in lieu of the services set forth above,
Federated shall:
(a) Perform all of the customary services of a transfer agent,
dividend disbursing agent and, as relevant, agent in
connection with accumulation, open-account or similar plans
(including without limitation any periodic investment plan
or periodic withdrawal program), including but not limited
to: maintaining all Shareholder accounts, mailing
Shareholder reports and Prospectuses to current
Shareholders, withholding taxes on accounts subject to
back-up or other withholding (including non-resident alien
accounts), preparing and filing reports on U.S. Treasury
Department Form 1099 and other appropriate forms required
with respect to dividends and distributions by federal
authorities for all Shareholders, preparing and mailing
confirmation forms and statements of account to Shareholders
for all purchases and redemptions of Shares and other
confirmable transactions in Shareholder accounts, preparing
and mailing activity statements for Shareholders, and
providing Shareholder account information; and
(b) provide a system that will enable the Fund to monitor the
total number of Shares of each Fund (and/or Class) sold in
each state ("blue sky reporting"). The Fund shall by Proper
Instructions (i) identify to Federated those transactions
and assets to be treated as exempt from the blue sky
reporting for each state and (ii) verify the classification
of transactions for each state on the system prior to
activation and thereafter monitor the daily activity for
each state. The responsibility of Federated for each Fund's
(and/or Class's) state blue sky registration status is
limited solely to the recording of the initial
classification of transactions or accounts with regard to
blue sky compliance and the reporting of such transactions
and accounts to the Fund as provided above.
F. Other Duties
(1) Federated shall answer correspondence from Shareholders relating
to their Share accounts and such other correspondence as may from
time to time be addressed to Federated;
(2) Federated shall prepare Shareholder meeting lists, mail proxy
cards and other material supplied to it by the Fund in connection
with Shareholder meetings of each Fund; receive, examine and
tabulate returned proxies, and certify the vote of the
Shareholders;
(3) Federated shall establish and maintain facilities and procedures
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.
The foregoing, along with any additional services that Federated shall agree
in writing to perform for the Investment Company under this Section Two, shall
hereafter be referred to as "Transfer Agency Services."
ARTICLE 10. DUTIES OF THE INVESTMENT COMPANY.
A. Compliance
The Investment Company or Fund assume full responsibility for the
preparation, contents and distribution of their own and/or their
classes' Prospectus and for complying with all applicable requirements
of the Securities Act of 1933, as amended (the "1933 Act"), the 1940 Act
and any laws, rules and regulations of government authorities having
jurisdiction.
B. Distributions
The Fund shall promptly inform Federated of the declaration of any
dividend or distribution on account of any Fund's shares.
ARTICLE 11. COMPENSATION AND EXPENSES.
A. Annual Fee
For performance by Federated pursuant to Section Two of this Agreement,
the Investment Company and/or the Fund agree to pay Federated a transfer
agency services fee at an annual rate of 0.03% of the average aggregate
daily net assets of the Funds. Such fee may be changed from time to time
subject to written agreement between the Investment Company and
Federated. Pursuant to information in the Fund Prospectus or other
information or instructions from the Fund, Federated may sub-divide any
Fund into Classes or other sub-components for recordkeeping purposes.
B. Reimbursements
Unless otherwise agreed in writing between the parties, Federated will
bear reasonable out-of-pocket expenses associated with performing its
Transfer Agency Services. Any other non-routine expenses (reasonable or
otherwise) incurred by Federated at the request or with the consent of
the Investment Company and/or the Fund that are not normally associated
with performing Transfer Agency Services, will be reimbursed by the
appropriate Fund.
C. Payment
The compensation and out-of-pocket expenses shall be accrued daily by
the Fund and shall be paid to Federated no less frequently than monthly,
and shall be paid daily upon request of Federated. Federated will
maintain detailed information about the compensation and out-of-pocket
expenses by Fund and Class.
D. Any amendments or adjustments to the schedule of compensation agreed to
hereunder shall be dated and signed by a duly authorized officer of the
Investment Company and/or the Funds and a duly authorized officer of
Federated.
SECTION THREE: GENERAL PROVISIONS.
ARTICLE 12. PROPER INSTRUCTIONS.
As used throughout this Agreement, a "Proper Instruction" means a writing
signed or initialed by one or more person or persons as the Board shall have
from time to time authorized. Each such writing shall set forth the specific
transaction or type of transaction involved. Oral instructions will be deemed to
be Proper Instructions if (a) Federated reasonably believes them to have been
given by a person previously authorized in Proper Instructions to give such
instructions with respect to the transaction involved, and (b) the Investment
Company, or the Fund, and Federated promptly cause such oral instructions to be
confirmed in writing. Proper Instructions may include communications effected
directly between electro-mechanical or electronic devices provided that the
Investment Company, or the Fund, and Federated are satisfied that such
procedures afford adequate safeguards for the Fund's assets. Proper Instructions
may only be amended in writing.
ARTICLE 13. ASSIGNMENT.
Except as provided below, neither this Agreement nor any of the rights or
obligations under this Agreement may be assigned by either party without the
written consent of the other party.
A. Either party may assign all of or a substantial portion of its business
to a successor, or to a party controlling, controlled by, or under
common control with such party upon prior written notice. This Agreement
shall inure to the benefit of and be binding upon the parties and their
respective permitted successors and assigns.
B. With regard to Transfer Agency Services, Federated may without further
consent on the part of the Investment Company subcontract for the
performance of Transfer Agency Services with
(1) its subsidiary, Federated Shareholder Service Company ("FSSC"), a
Delaware business trust, which is duly registered as a transfer
agent pursuant to Section 17A(c)(1) of the Securities Exchange Act
of 1934, as amended, or any succeeding statute ("Section
17A(c)(1)"); or
(2) such other provider of services duly registered as a transfer
agent under Section 17A(c)(1) as Federated shall select, provided
that Federated provides written notice to the Investment Company
within 30 days after entering into such subcontract.
Federated shall be fully responsible to the Investment Company for the
acts and omissions of this subcontractor as it is for its own acts and
omissions.
C. With regard to Administrative Services, Federated may without further
consent on the part of the Investment Company subcontract for the
performance of such services with Federated Administrative Services, a
wholly-owned subsidiary of Federated, or with any other subsidiary owned
or controlled by Federated Investors, Inc., and Federated shall be fully
responsible to the Investment Company for the acts and omissions of this
subcontractor.
D. Federated shall upon instruction from the Investment Company subcontract
for the performance of services under this Agreement with an Agent selected
by the Investment Company, other than as described in B. and C. above;
provided, however, that Federated shall in no way be responsible for the
acts and omissions of the Agent.
ARTICLE 14. DOCUMENTS.
A. In connection with the appointment of Federated under this Agreement, the
Investment Company shall file with Federated the following documents:
(1) A copy of the Declaration of Trust and By-Laws of the Investment
Company and all amendments thereto ("Charter Documents");
(2) A copy of the resolution of the Board of the Investment Company
authorizing this Agreement;
(3) Printed documentation from the recordkeeping system representing
any outstanding Share certificates of the Investment Company or
the Funds;
(4) All account application forms and other documents relating to
Shareholders accounts; and
(5) A copy of the current Prospectus for each Fund.
B. The Fund will also furnish from time to time the following documents:
(1) Each resolution of the Board of the Investment Company authorizing
the original issuance of each Fund's, and/or Class's Shares;
(2) Each Registration Statement filed with the SEC and amendments
thereof, including prospectuses and statements of additional
information as amended from time to time, and orders relating
thereto in effect with respect to the sale of Shares of any Fund,
and/or Class;
(3) A certified copy of each amendment to the governing document and
the By-Laws of the Investment Company;
(4) Certified copies of each vote of the Board authorizing officers to
give Proper Instructions to the Custodian and agents for fund
accountant, and shareholder recordkeeping or transfer agency
services; and
(5) Such other certifications, documents or opinions that Federated
may, in its discretion, deem necessary or appropriate in the
proper performance of its duties.
ARTICLE 15. REPRESENTATIONS AND WARRANTIES.
A. Representations and Warranties of Federated
Federated represents and warrants to the Fund that:
(1) it is a corporation duly organized and existing and in good
standing under the laws of the Commonwealth of Pennsylvania;
(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 Articles of
Incorporation 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;
(6) it is in compliance with federal securities law requirements and
in good standing as an administrator and transfer agent (either
directly or through FSSC); and
B. Representations and Warranties of the Investment Company
The Investment Company represents and warrants to Federated that:
(1) It is an investment company duly organized and existing and in
good standing under the laws of its state of organization;
(2) It is empowered under applicable laws and by its Charter Documents
to enter into and perform its obligations under this Agreement;
(3) All corporate proceedings required by said Charter Documents have
been taken to authorize it to enter into and perform its
obligations under this Agreement;
(4) The Investment Company is an open-end investment company
registered under the 1940 Act; and
(5) A registration statement under the 1933 Act will be effective, and
appropriate authorizations for state securities law filings have
been made and will continue to be made, with respect to all Shares
of each Fund being offered for sale.
ARTICLE 16. INDEMNIFICATION.
A. Indemnification by Investment Company
Federated shall not be responsible for and the Investment Company or
Fund shall indemnify and hold Federated, including its officers,
directors, trustees, shareholders and their agents, employees and
affiliates, harmless against any and all losses, damages, costs,
charges, counsel fees, payments, expenses and liabilities arising out of
or attributable to:
(1) The acts or omissions of any Custodian, Fund Accountant, Adviser,
Sub-adviser, administrator other than Federated, or other party
contracted by or approved by the Investment Company or Fund,
(2) The reliance on or use by Federated or its agents or
subcontractors of information, records and documents in proper
form which
(a) are received by Federated or its agents or subcontractors
and furnished to it by or on behalf of the Fund, its
Shareholders or investors regarding the purchase, redemption
or transfer of Shares and Shareholder account information;
(b) are received by Federated or its agents or subcontractors
from Advisers, Sub-advisers, administrator other than
Federated, or other third parties contracted by or approved
by the Investment Company of Fund for use in the performance
of services under this Agreement; or
(c) have been prepared and/or maintained by the Fund or its
affiliates or any other person or firm on behalf of the
Investment Company.
(3) The reliance on, or the carrying out by Federated or its agents or
subcontractors of Proper Instructions of the Investment Company or
the Fund.
(4) The offer or sale of Shares in violation of any requirement under
the federal securities laws or regulations or the securities laws
or regulations of any state that such Shares be registered in such
state or in violation of any stop order or other determination or
ruling by any federal agency or any state with respect to the
offer or sale of such Shares in such state.
Provided, however, that Federated shall not be protected by this
Article 16.A. from liability for any act or omission resulting
from Federated's willful misfeasance, bad faith, negligence (in
the case of Transfer Agency Services), gross negligence (in the
case of Administrative Services), or reckless disregard of its
duties.
B. Reliance
At any time Federated may apply to any officer of the Investment Company
or Fund for instructions, and may consult with legal counsel (who may be
counsel for the Investment Company) with respect to any matter arising
in connection with the services to be performed by Federated under this
Agreement, and Federated and its agents or subcontractors shall not be
liable and shall be indemnified by the Investment Company or the
appropriate Fund for any action reasonably taken or omitted by it in
good faith reliance upon such instructions or upon the opinion of such
counsel, provided such action is not in violation of applicable federal
or state laws or regulations. Federated, its agents and subcontractors
shall be protected and indemnified in recognizing stock certificates
which are reasonably believed to bear the proper manual or facsimile
signatures of the officers of the Investment Company or the Fund, and
the proper countersignature of any former transfer agent or registrar,
or of a co-transfer agent or co-registrar.
C. Notification
In order that the indemnification provisions contained in this Agreement
shall apply, however, it is understood that the party seeking
indemnification ("Claimant") will use all reasonable care to promptly
identify and notify the party against whom indemnification is sought
("Indemnifier") concerning any situation which presents or appears
likely to present the probability of a claim for indemnification, and
shall advise the Indemnifier of all pertinent facts and developments
concerning the situation in question. The Indemnifier shall have the
option to defend the Claimant against any claim which may be the subject
of this indemnification. In the event that the Indemnifier so elects, it
will so notify the Claimant and thereupon the Indemnifier shall take
over complete defense of the claim, and the Claimant shall in such
situation initiate no further legal or other expenses for which it shall
seek indemnification under this Agreement. The Claimant shall in no case
confess any claim or make any compromise in any case in which the
Indemnifier will be asked to indemnify the Claimant, except with the
Indemnifier's prior written consent.
ARTICLE 17. TERM AND TERMINATION OF AGREEMENT.
This Agreement shall be effective from the date signed above and shall
continue until November 30, 2002 ("Initial Term"). Thereafter, the Agreement
will continue for consecutive 12-month terms (a "Renewal Term") unless one party
receives written notice of termination from the other party no less than 120
days prior to the expiration of the Initial Term or a Renewal Term. The
termination date for all original or after-added Funds that are, or become, a
party to this Agreement shall be coterminous.
In addition, each party reserves the right to immediately terminate this
Agreement upon the giving of written notice in the event of: the dissolution or
liquidation of either party or other cessation of business other than a
reorganization or recapitalization of such party as an ongoing business;
financial difficulties on the part of either party which is evidenced by the
authorization or commencement of, or involvement by way of pleading, answer,
consent, or acquiescence in, a voluntary or involuntary case under Title 11 of
the United States Code, as from time to time is in effect, or any applicable
law, other than said Title 11, of any jurisdiction relating to the liquidation
or reorganization of debtors or to the modification or alteration of the rights
of creditors; or a final, unappealable judicial, regulatory or administrative
ruling or order in which either party has been found guilty of criminal behavior
in the conduct of its business.
Should the Investment Company exercise its rights to terminate, all
reasonable out-of-pocket expenses associated with the movement of records and
materials will be borne by the Investment Company or the appropriate Fund.
Additionally, Federated reserves the right to charge for any other reasonable
expenses associated with such termination. The provisions of Articles 7 and 16
shall survive the termination of this Agreement.
ARTICLE 18. AMENDMENT.
This Agreement may be amended or modified only by a written agreement
executed by both parties.
ARTICLE 19. INTERPRETIVE AND ADDITIONAL PROVISIONS.
In connection with the operation of this Agreement, Federated and the
Investment Company may from time to time agree on such provisions interpretive
of or in addition to the provisions of this Agreement as may in their joint
opinion be consistent with the general tenor of this Agreement. Any such
interpretive or additional provisions shall be in a writing signed by both
parties and shall be annexed hereto, PROVIDED that no such interpretive or
additional provisions shall contravene any applicable federal or state
regulations or any provision of the Charter Documents. No interpretive or
additional provisions made as provided in the preceding sentence shall be deemed
to be an amendment of this Agreement.
ARTICLE 20. GOVERNING LAW.
This Agreement shall be construed and the provisions hereof interpreted under
and in accordance with the laws of the Commonwealth of Pennsylvania.
ARTICLE 21. NOTICES.
Except as otherwise specifically provided herein, Notices and other writings
delivered or mailed postage prepaid to the Investment Company at 5800 Corporate
Drive, Pittsburgh, PA 15237-7001, Attention: Secretary or to Federated at
Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, , Attention:
Secretary, or to such other address as the Investment Company or Federated may
hereafter specify, shall be deemed to have been properly delivered or given
hereunder to the respective address.
ARTICLE 22. COUNTERPARTS.
This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original.
ARTICLE 23. LIMITATIONS OF LIABILITY OF TRUSTEES AND SHAREHOLDERS OF FEDERATED.
--------------------------------------------------------------------------------
The execution and delivery of this Agreement have been authorized by the
Trustees of Federated and signed by an authorized officer of Federated, acting
as such, and neither such authorization by such Trustees nor such execution and
delivery by such officer shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, and the
obligations of this Agreement are not binding upon any of the Trustees or
Shareholders of Federated.
ARTICLE 24. MERGER OF AGREEMENT.
This Agreement constitutes the entire agreement between the parties hereto
and supersedes any prior agreement with respect to the subject hereof whether
oral or written.
ARTICLE 25. SUCCESSOR AGENT.
If the Investment Company shall appoint a successor agent, Federated shall
upon termination of this Agreement deliver to such successor agent at the office
of Federated all properties of the Investment Company held by Federated
hereunder. If no such successor agent shall be appointed, Federated shall at its
office upon receipt of Proper Instructions deliver such properties in accordance
with such instructions.
In the event that no written order designating a successor agent or Proper
Instructions shall have been delivered to Federated on or before the date when
such termination shall become effective, then Federated shall have the right to
deliver to a bank or trust company, which is a "bank" as defined in the 1940
Act, of its own selection, having an aggregate capital, surplus, and undivided
profits, as shown by its last published report, of not less than $2,000,000, all
properties held by Federated under this Agreement. Thereafter, such bank or
trust company shall be the successor of Federated under this Agreement.
ARTICLE 26. FORCE MAJEURE.
Federated shall have no liability for cessation of services hereunder or any
damages resulting therefrom to the Fund as a result of work stoppage, power or
other mechanical failure, natural disaster, governmental action, communication
disruption or other impossibility of performance.
ARTICLE 27. SEVERABILITY.
IN THE EVENT ANY PROVISION OF THIS AGREEMENT IS HELD ILLEGAL, VOID OR
UNENFORCEABLE, THE BALANCE SHALL REMAIN IN EFFECT.
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.
VISION GROUP OF FUNDS
By: /S/ BETH S. BRODERICK
--------------------------------------
Name: Beth S. Broderick
Title: Vice President
FEDERATED SERVICES COMPANY
By: /S/ VICTOR R. SICLARI
--------------------------------------
Name: Victor R. Siclari
Title: Vice President
EXHIBIT 1
CONTRACT
DATE Vision Group of Funds
Portfolios
November 1, 2000 Vision Money Market Fund
November 1, 2000 Vision Treasury Money Market Fund
November 1, 2000 Vision New York Tax-Free Money Market Fund
November 1, 2000 Vision Large Cap Core Fund
November 1, 2000 Vision Small Cap Core Fund
November 1, 2000 Vision Intermediate Term Bond Fund
November 1, 2000 Vision International Equity Fund
November 1, 2000 Vision Limited Duration U.S. Government Fund
November 1, 2000 Vision Managed Allocation Fund - Conservative Growth
November 1, 2000 Vision Managed Allocation Fund - Aggressive Growth
November 1, 2000 Vision Managed Allocation Fund - Moderate Growth
November 1, 2000 Vision Pennsylvania Municipal Income Fund
November 1, 2000 Vision Institutional Prime Money Market Fund
November 1, 2000 Vision U.S. Government Securities Fund
November 1, 2000 Vision New York Municipal Income Fund
November 1, 2000 Vision Large Cap Value Fund
November 1, 2000 Vision Large Cap Growth Fund
November 1, 2000 Vision Mid Cap Stock Fund
