1933 Act File No. 33-30950
1940 Act File No. 811-5900
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No.
Post-Effective Amendment No. 17 X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 17 X
THE STARBURST FUNDS
(Exact Name of Registrant as Specified in Charter)
Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)
(412) 288-1900
(Registrant's Telephone Number)
John W. McGonigle, Esquire,
Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b)
on _________________ pursuant to paragraph (b)
x 60 days after filing pursuant to paragraph (a)
on pursuant to paragraph (a) of Rule 485.
Registrant has filed with the Securities and Exchange
Commission a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940, and:
x filed the Notice required by that Rule on December 15,
1993; or
intends to file the Notice required by that Rule on or
about ____________; or
during the most recent fiscal year did not sell any
securities pursuant to Rule 24f-2 under the Investment
Company Act of 1940, and, pursuant to Rule 24f-2(b)(2), need
not file the Notice.
Copies to:
Thomas J. Donnelly, Esquire Charles H. Morin, Esquire
Houston, Houston & Donnelly Dickstein, Shapiro & Morin,L.L.P.
2510 Centre City Tower 2101 L Street, N.W.
650 Smithfield Street Washington, D.C. 20037
Pittsburgh, Pennsylvania 15222
CROSS REFERENCE SHEET
This Amendment to the Registration Statement of THE
STARBURST FUNDS, which is comprised of 5 portfolios, (1) The
Starburst Government Money Market Fund-Trust Shares and
Investment Shares, (2) The Starburst Money Market Fund-Trust
Shares and Investment Shares (3) The Starburst Municipal
Income Fund, (4) The Starburst Government Income Fund and (5)
The Starburst Equity Fund relates only to one of the
portfolios, The Starburst Equity Fund, and is comprised of the
following:
PART A. INFORMATION REQUIRED IN A PROSPECTUS.
Prospectus Heading
(Rule 404(c) Cross Reference)
Item 1. Cover Page (1-5) Cover Page.
Item 2. Synopsis (1-5) Summary of Fund Expenses.
Item 3. Condensed Financial
Information (1-5) Performance Information.
Item 4. General Description of
Registrant (1-5) General Information;
Investment Information;
Investment Objective;
Investment Policies; Investment
Limitations; (2-4) Investment
Risks; (3) Municipal Bonds;
Municipal Bond Insurance (1 and
2) Other Classes of Shares.
Item 5. Management of the Fund (1-5) The Starburst Funds
Information; Management of The
Starburst Funds; Distribution
of (Investment, Trust or Fund)
Shares; Administration of the
Fund (and Investment Shares or
Trust Shares); Expenses of the
Fund (and Investment or Trust
Shares); Distribution Plan
(applies only to Portfolios 3,
4 and 5 named above and the
Investment Shares of Portfolios
1 and 2 above); Administrative
Arrangements (Trust Shares
only); Shareholder Servicing
Arrangements (applies only to
Portfolios 3, 4 and 5 named
above and the Investment Shares
of Portfolios 1 and 2 above).
Item 6. Capital Stock and Other
Securities (1-5)Dividends; Capital Gains;
Shareholder Information; Voting
Rights; Massachusetts
Partnership Law; Effect of
Banking Laws; Federal Income
Tax; (3) Pennsylvania Corporate
and Personal Property Taxes;
Other State and Local Taxes.
Item 7. Purchase of Securities Being
Offered (1-5) Net Asset Value;
Investing in (Investment
Shares, Trust Shares or the
Fund); Share Purchases; Minimum
Investment Required; What
Shares Cost; Systematic
Investment Program;
Certificates and Confirmations;
Purchases at Net Asset Value;
Sales Charge Reallowance;
Reducing the Sales Charge.
Item 8. Redemption or Repurchase (1-5) Retirement Plans; (1-5)
Exchange Privilege; (1-5)
Redeeming (Investment or Trust)
Shares; By Telephone; By Mail;
Redemption Before Purchase
Instruments Clear; Systematic
Withdrawal Program; Accounts
with Low Balances; Redemption
in Kind.
Item 9. Pending Legal Proceedings None.
PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL
INFORMATION.
Item 10. Cover Page (1-5) Cover Page.
Item 11. Table of Contents (1-5) Table of Contents.
Item 12. General Information and
History (1-5) General Information About
the Fund.
Item 13. Investment Objectives and
Policies (1-5) Investment Objectives and
Policies.
Item 14. Management of the Fund (1-5) The Starburst Funds
Management.
Item 15. Control Persons and Principal
Holders of Securities Not Applicable.
Item 16. Investment Advisory and Other
Services (1-5) Investment Advisory
Services; Administrative
Services; Distribution Plan
(applies only to Portfolio 3
and 4 named above and the
Investment Shares of Portfolios
1 and 2 above); (4) Investment
Management Services.
Item 17. Brokerage Allocation (1-5) Brokerage Transactions.
Item 18. Capital Stock and Other
Securities Not Applicable.
Item 19. Purchase, Redemption and
Pricing of Securities Being
Offered (1-5) Purchasing (Investment or
Trust) Shares; Determining Net
Asset Value; (3-5) Exchang
Privilege; Redeeming
(Investment or Trust) Shares.
Item 20. Tax Status (1-5) Tax Status.
Item 21. Underwriters Not Applicable.
Item 22. Calculation of Performance
Data (1, 2, 4 and 5) Yield; (1, 2
and 4) Effective Yield; (3, 5)
Total Return; Yield (3) Tax-
Equivalent Yield; (1-5)
Performance Comparisons.
Item 23. Financial Statements (1-5) Financial Statements (to
be filed by amendment)
Part A and Part B are incorporated by reference to Registrant's
Post-Effective Amendment No. 10 filed October 14, 1993 (File Nos.
33-30950 and 811-5900).
PART C. OTHER INFORMATION.
Item 24. Financial Statements and Exhibits:
(a) Financial Statements (to be filed by amendment)
(b) Exhibits:
(1) Copy of Declaration of Trust of the Registrant(1.);
(i) Amendment Nos. 1, 2, 3, 4, 5 to Declaration
of Trust dated August 7, 1989 (2., 3., 5.);
(ii) Amendment No. 6 to the Declaration of Trust
dated August 7, 1989 (7.);
(iii) Amendment No. 7 to the
Declaration of Trust dated August 7, 1989
(8.);
(2) Copy of By-Laws of the Registrant (1.);
(3) Not applicable;
(4) Copy of Specimen Certificate for Shares of
Beneficial Interest of the Registrant (11.);
+ Exhibits have been filed electronically.
1. Response is incorporated by reference to Registrant's Initial
Registration Statement on Form N-1A filed September 7, 1989.
(File Nos. 33-30950 and 811-5900).
2. Response is incorporated by reference to Registrant's Pre-
Effective Amendment No. 1 filed on Form N-1A November 16, 1989
(File Nos. 33-30950 and 811-5900).
3. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 1 on Form N-1A filed May 21, 1990.
(File Nos. 33-30950 and 811-5900)
4. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 2 on Form N-1A filed May 23, 1990.
(File Nos. 33-30950 and 811-5900)
5. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 3 on Form N-1A filed September 11,
1991. (File Nos. 33-30950 and 811-5900)
6. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 5 on Form N-1A filed January 9, 1992.
(File Nos. 33-30950 and 811-5900)
7. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 5 on Form N-1A filed February 14, 1992.
(File Nos. 33-30950 and 811-5900)
8. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 5 on Form N-1A filed May 27, 1992.
(File Nos. 33-30950 and 811-5900)
9. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 8 on Form N-1A filed September 25,
1992. (File Nos. 33-30950 and 811-5900)
10. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 9 on Form N-1A filed December 22, 1992.
(File Nos. 33-30950 and 811-5900)
11. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 10 on Form N-1A filed October 14, 1992.
(File Nos. 33-30950 and 811-5900)
(5) Copy of Investment Advisory Contract of the
Registrant (5.);
(i) Copy of Exhibits C and D to the Advisory
Contract (7.);
(ii) Form of new Investment Advisory Contract;+
(iii) Conformed Copy of Exhibit A to
Investment Management Contract (13.);
(6) Copy of Distributor's Contract of the Registrant
(5.);
(i) Copy of Exhibits C and D to the
Distributor's Contract (7.);
(ii) Conformed Copy of Exhibit E to
Distributor's Contract (13.);
(iii) Conformed Copy of Exhibit F to
the Distributor's Contract;+
(7) Not applicable;
(8) Copy of new Custodian Agreement of the
Registrant (7.);
(9) Copy of Agency Agreement of the Registrant (5.);
(i) Conformed copy of Fund
Accounting and Shareholder Recordkeeping
Agreement (7.);
(ii) Conformed Copy of Sales
Agreement with Federated Securities Corp.+
(iii) Conformed Copy of Electronic
Communications and Recordkeeping
Agreement;+
(10) Copy of Opinion and Consent of Counsel as to
legality of shares being registered (2.);
(11) (i) Copy of Consent of the Independent
Auditors;
(12) Not applicable;
(13) Copy of Initial Capital Understanding (2.);
(14) Not applicable;
(15) (i)Copy of Distribution Plan (5.);
(ii) Copy of 12b-1 Agreement (5.);
(iii) Copy of Exhibits C and D to the
Distribution Plan (7.);
(iv) Copy of Amendment No. 2 to the
Rule 12b-1 Agreement (7.);
(v) Conformed Copy of Exhibit E to
Distribution Plan (13.);
(vi) Conformed Copy of Exhibit G to
the Distribution Plan;+
(16) Schedule for Computation of Fund Performance
Data (9.);
(17) Conformed Copy of Power of Attorney (12.);
(18) Not Applicable.
2. Response is incorporated by reference to Registrant's Pre-
Effective Amendment No. 1 filed on Form N-1A November 16, 1989
(File Nos. 33-30950 and 811-5900).
5. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 3 on Form N-1A filed September 11,
1991. (File Nos. 33-30950 and 811-5900)
7. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 5 on Form N-1A filed February 14, 1992.
(File Nos. 33-30950 and 811-5900)
9. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 8 on Form N-1A filed September 25,
1992. (File Nos. 33-30950 and 811-5900)
10. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 9 on Form N-1A filed December 22, 1992.
(File Nos. 33-30950 and 811-5900)
12. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 15 on Form N-1A filed April 8, 1994.
(File Nos. 33-30950 and 811-5900)
13. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 16 on Form N-1A filed June 6, 1994.
(File Nos. 33-30950 and 811-5900)
Item 25. Persons Controlled by or Under Common Control with
Registrant
None
Item 26. Number of Holders of Securities:
Number of Record Holders
Title of Class as of July 27, 1994
The Starburst Government Income Fund2,239
The Starburst Government Money
Market Fund-Investment Shares 28
The Starburst Government Money
Market Fund-Trust Shares 8
The Starburst Money Market Fund-
Investment Shares 155
The Starburst Money Market Fund-
Trust Shares 5
The Starburst Municipal Income Fund 1,160
Item 27. Indemnification: (4.)
Item 28. Business and Other Connections of Investment Adviser:
For a description of the other business of Central Bank of
the South, the investment adviser, see the section
entitled "Management of the Starburst Funds" in Part A.
The Executive Officers of the investment adviser are:
4. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 2 on Form N-1A filed May 23, 1990.
(File No. 33-30950)
Other Substantial
Position with Business, Profession,
Name the Adviser Vocation or Employment
D. Paul Jones, Jr. Chairman, President, Chairman, Chief
Chief Executive Officer, Executive Officer,
Treasurer and Director Treasurer and
Director of Compass
Bancshares, Inc.;
Director of Golden
Enterprises, Inc.
(snack food and metal
fastener production
and distribution), the
principal business
address of which is
110 South Sixth
Street, Birmingham,
Alabama 35205
Byrd Williams Executive Vice President
Christina L. Boles Senior Vice President
and Manager of Investment
Banking Division
Harry B. Brock III* Senior Vice President
Ralph H. Cassell Senior Vice President
James G. Heslop Senior Vice President
Robert S. McKean Senior Vice President
Michael E. Murry Senior Vice President
John C. Neiman Senior Vice President
G. Ray Stone Senior Vice President
Randall Reynolds Senior Vice President Chief Executive
and Manager of Retail Officer: Compass
Investment Sales Brokerage, Inc.
Michael A. Bean Chief Accounting Officer
Jerry W. Powell General Counsel General Counsel and
and Secretary Secretary of Compass
Bancshares, Inc.
Richard H. Votel Senior Vice President President: Compass
Bancshares Insurance,
Inc.
Dewey A. White Senior Vice President
and Manager of Investment
Banking Division
David N. Wright Senior Vice President
Jerry L. Goodson Vice President President: Compass
Brokerage, Inc.
The business address for each of the above-listed persons is 15 South
20th Street, Birmingham, Alabama 35233.
The principal business address of Compass Bank, Compass Bancshares,
Inc. and Compass Bancshares Insurance, Inc. is 15 South 20th Street,
Birmingham, Alabama 35233.
*Harry B. Brock III is the son of Harry B. Brock, Jr., a director of
Compass Bank and the brother of Stanley M. Brock, a director of
Compass Bank.
Directors:
Other Substantial Business, Profession
Name and Addresses Vocation or Employment
Harry B. Brock, Jr. Retired since March 31, 1991 as Chairman of
701 South 32nd Street the Board, Chief Executive Officer and
Birmingham, Alabama 35233 Treasurer of Compass Bancshares, Inc. and
Compass Bank. Mr. Brock is the father of
Stanley M. Brock, a director of Compass
Bank and of Harry B. Brock III, an
officer of Compass Bank.
Charles W. Daniel President, Dantract, Inc. (real estate
200 Office Park Drive investments), Suite 100, 200 Office Park
Suite 100 Drive, Birmingham, Alabama 35223.
Birmingham, Alabama 35223
William Eugene Davenport President and Chief Operating Officer of
Russell Lands, Inc. Russell Lands, Inc. (real estate
1 Willowpoint Road development), 1 Willowpoint Road, Alexander
Alexander City, Alabama 35010 City, Alabama 35010.
Marshall Durbin, Jr. President of Marshall Durbin & Company, Inc.
Marshall Durbin & Co., Inc. (poultry processing), 3125 Independence
3125 Independence Drive Drive, Birmingham, Alabama 35209.
Birmingham, Alabama 35209
Tranum Fitzpatrick Chairman of Guiford Company, Inc. and
Fitzpatrick & Associates President of Guiford Capital and Empire-
2600 East South Boulevard Rouse (real estate investment and
Montgomery, Alabama 36116 development), 2600 East South Boulevard,
Montgomery, Alabama 36116.
D. Paul Jones, Jr. Chairman, Chief Executive Officer and
Compass Bancshares, Inc. Treasurer of Compass Bancshares, Inc. and
15 South 20th Street Compass Bank; President of Compass Bank;
Birmingham, Alabama 35233 Director of Golden Enterprises, Inc.
(snack food and metal fastener production
and distribution), 110 South Sixth
Street, Birmingham, Alabama 35205.
G. W. "Red" Leach, Jr. Former proprietor of Red Leach and Sons
418 Chestnut Street Insurance (insurance sales), 418 Chestnut
Gadsden, Alabama 35901 Street, Gadsden, Alabama 35901.
Goodwin L. Myrick President and Chairman of the Board, Alabama
Alfa Corporation Farmers Federation, Alfa Corporation, Alfa
2108 East South Boulevard Insurance Companies and Alfa Services, Inc.
Montgomery, Alabama 36116 (agriculture and insurance), the
principal address of each of which is
2108 East South Boulevard, Montgomery,
Alabama 36116, and a dairy farmer;
Director of Alfa Corporation.
John S. Stein President and Chief Executive Officer of
Golden Enterprises, Inc. Golden Enterprises, Inc. (snack food and
110 South Sixth Street metal fastener production and distribution),
Montgomery, Alabama 35205 110 South Sixth Street, Birmingham,
Alabama 35205; Director of Golden
Enterprises, Inc.
Garry Neil Drummond, Sr. Chief Executive Officer of Drummond Company,
Drummond Company, Inc. Inc. (coal and coke production, real estate
530 Beacon Parkway West investment), 530 Beacon Parkway West,
Birmingham, Alabama 35209 Birmingham, Alabama 35209.
Stanley M. Brock Partner, Balch & Bingham (law firm),
Balch & Bingham Suite 2600, 1901 Sixth Avenue North,
Suite 2600 Birmingham, Alabama 35203; Mr. Brock is
1901 Sixth Avenue North the son of Harry B. Brock, Jr., a director of
Birmingham, Alabama 35203 Compass Bank, and the brother of Harry B.
Brock III, an officer of Compass Bank.
Directors
Harry B. Brock, Jr. Marshal Durbin, Jr. G.W. "Red" Leach, Jr.
Stanley M. Brock Garry Neil Drummond, Sr. Goodwin L. Myrick
William Eugene Davenport Tranum Fitzpatrick John S. Stein
Charles W. Daniel D. Paul Jones, Jr.
Item 29. Principal Underwriters:
(a) Federated Securities Corp., the Distributor
for shares of the Registrant, also acts as principal
underwriter for the following open-end investment
companies: Alexander Hamilton Funds; American Leaders
Fund, Inc.; Annuity Management Series; Automated Cash
Management Trust; Automated Government Money Trust;
BayFunds; The Biltmore Funds; The Biltmore Municipal
Funds; The Boulevard Funds; California Municipal Cash
Trust; Cambridge Series Trust; Cash Trust Series,
Inc.; Cash Trust Series II; DG Investor Series; Edward
D. Jones & Co. Daily Passport Cash Trust; Federated
ARMs Fund; Federated Exchange Fund, Ltd.; Federated
GNMA Trust; Federated Government Trust; Federated
Growth Trust; Federated High Yield Trust; Federated
Income Securities Trust; Federated Income Trust;
Federated Index Trust; Federated Intermediate
Government Trust; Federated Master Trust; Federated
Municipal Trust; Federated Short-Intermediate
Government Trust; Federated Short-Term U.S. Government
Trust; Federated Stock Trust; Federated Tax-Free
Trust; Federated U.S. Government Bond Fund; First
Priority Funds; First Union Funds; Fixed Income
Securities, Inc.; Fortress Adjustable Rate U.S.
Government Fund, Inc.; Fortress Municipal Income Fund,
Inc.; Fortress Utility Fund, Inc.; Fountain Square
Funds; Fund for U.S. Government Securities, Inc.;
Government Income Securities, Inc.; High Yield Cash
Trust; Independence One Mutual Funds; Insight
Institutional Series, Inc.; Insurance Management
Series; Intermediate Municipal Trust; International
Series Inc.; Investment Series Funds, Inc.; Investment
Series Trust; Liberty Equity Income Fund, Inc.;
Liberty High Income Bond Fund, Inc.; Liberty Municipal
Securities Fund, Inc.; Liberty U.S. Government Money
Market Trust; Liberty Utility Fund, Inc.; Liquid Cash
Trust; Managed Series Trust; Mark Twain Funds;
Marshall Funds, Inc.; Money Market Management, Inc.;
Money Market Obligations Trust; Money Market Trust;
The Monitor Funds; Municipal Securities Income Trust;
New York Municipal Cash Trust; 111 Corcoran Funds;
Peachtree Funds; The Planters Funds; Portage Funds;
RIMCO Monument Funds; The Shawmut Funds; Short-Term
Municipal Trust; Signet Select Funds; SouthTrust
Vulcan Funds; Star Funds; The Starburst Funds II;
Stock and Bond Fund, Inc.; Sunburst Funds; Targeted
Duration Trust; Tax-Free Instruments Trust; Tower
Mutual Funds; Trademark Funds; Trust for Financial
Institutions; Trust for Government Cash Reserves;
Trust for Short-Term U.S. Government Securities; Trust
for U.S. Treasury Obligations; Vision Fiduciary Funds,
Inc.; Vision Group of Funds, Inc.; and World
Investment Series, Inc.
Federated Securities Corp. also acts as principal
underwriter for the following closed-end investment
company: Liberty Term Trust, Inc.- 1999.
(b)
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With Registrant
Richard B. Fisher Director, Chairman, Chief Vice President
Federated Investors Tower Executive Officer, Chief
Pittsburgh, PA 15222-3779 Operating Officer, and
Asst. Treasurer, Federated
Securities Corp.
Edward C. Gonzales Director, Executive Vice Vice President,
Federated Investors Tower President, and Treasurer, Treasurer and
Pittsburgh, PA 15222-3779 Federated Securities Trustee
Corp.
John W. McGonigle Director, Executive Vice Vice President and
Federated Investors Tower President, and Assistant Secretary
Pittsburgh, PA 15222-3779 Secretary, Federated
Securities Corp.
John A. Staley, IV Executive Vice President Vice President
Federated Investors Tower and Assistant Secretary,
Pittsburgh, PA 15222-3779 Federated Securities Corp.
John B. Fisher President-Institutional Sales, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James F. Getz President-Broker/Dealer, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With Registrant
Mark R. Gensheimer Executive Vice President of --
Federated Investors Tower Bank/Trust
Pittsburgh, PA 15222-3779 Federated Securities Corp.
Mark W. Bloss Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Theodore Fadool, Jr. Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Bryant R. Fisher Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Christopher T. Fives Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James S. Hamilton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James M. Heaton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
H. Joseph Kennedy Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Keith Nixon Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Timothy C. Pillion Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James R. Ball Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard W. Boyd Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jane E. Broeren-Lambesis Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mary J. Combs Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With Registrant
R. Edmond Connell, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Laura M. Deger Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jill Ehrenfeld Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark D. Fisher Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Joseph D. Gibbons Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
David C. Glabicki Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard C. Gonzales Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Scott A. Hutton Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William J. Kerns Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William E. Kugler Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Dennis M. Laffey Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Francis J. Matten, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark J. Miehl Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
J. Michael Miller Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With Registrant
R. Jeffrey Niss Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Michael P. O'Brien Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Solon A. Person, IV Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Robert F. Phillips Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Eugene B. Reed Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Paul V. Riordan Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Charles A. Robison Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
David W. Spears Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jeffrey A. Stewart Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Thomas E. Territ Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William C. Tustin Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard B. Watts Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Philip C. Hetzel Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Ernest L. Linane Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
S. Elliott Cohan Secretary, Federated Assistant
Federated Investors Tower Securities Corp. Secretary
Pittsburgh, PA 15222-3779
(c) Not applicable.
Item 30. Location of Accounts and Records:
All accounts and records required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and
Rules 31a-1 through 31a-3 promulgated thereunder are
maintained at one of the following locations:
Registrant Federated Investors Tower
Pittsburgh, PA 15222-3779
Federated Services Company Federated Investors Tower
("Transfer Agent and Dividend Pittsburgh, PA 15222-3779
Disbursing Agent")
Federated Administrative Services Federated Investors Tower
("Administrator") Pittsburgh, PA 15222-3779
Compass Bank 701 S. 32nd Street
("Adviser for The Starburst Birmingham, AL 35233
Government Money Market Fund -
Trust Shares and Investment
Shares, The Starburst Money
Market Fund - Trust Shares and
Investment Shares, The Starburst
Government Income Fund and The
Starburst Municipal Income Fund.
"Investment Manager" for the
Starburst Equity Fund.)
Chicago Asset Management Company 70 West Madison Street
("Adviser" for The Starburst Chicago, IL 60602-4205
Equity Fund.)
Compass Bank 701 S. 32nd Street
("Custodian") Birmingham, AL 35233
Item 31. Management Services: Not applicable.
Item 32. Undertakings:
Registrant hereby undertakes to comply with the provisions
of Section 16(c) of the 1940 Act with respect to the
removal of Trustees and the calling of special shareholder
meetings by shareholders.
Registrant hereby undertakes to file a post-effective
amendment on behalf of The Starburst Equity Fund, using
financial statements which need not be certified, within
four to six months from the effective date of Registrant's
1933 Act Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940, the Registrant, THE
STARBURST FUNDS, has duly caused this Amendment to its
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of
Pittsburgh and Commonwealth of Pennsylvania, on the 3rd day of
August, 1994.
THE STARBURST FUNDS
BY: /s/C. Grant Anderson
C. Grant Anderson, Assistant Secretary
Attorney in Fact for John F. Donahue
August 3, 1994
Pursuant to the requirements of the Securities Act of 1933,
this Amendment to its Registration Statement has been signed
below by the following person in the capacity and on the date
indicated:
NAME TITLE DATE
By: /s/C. Grant Anderson
C. Grant Anderson Attorney In Fact August 3, 1994
ASSISTANT SECRETARY For the Persons
Listed Below
NAME TITLE
J. Christopher Donahue* President
(Chief Executive Officer)
Edward C. Gonzales* Vice President, Treasurer
and Trustee
(Principal Financial and
Accounting Officer)
John F. Donahue* Trustee
John T. Conroy, Jr.* Trustee
William J. Copeland* Trustee
James E. Dowd* Trustee
Lawrence D. Ellis, M.D.* Trustee
Edward L. Flaherty, Jr.* Trustee
Peter E. Madden* Trustee
Gregor F. Meyer* Trustee
Wesley W. Posvar* Trustee
Marjorie P. Smuts* Trustee
* By Power of Attorney
Exhibit 5(ii) under Form N-1A
Exhibit 10 under Reg.601 S-K
The Starburst Funds
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made between Compass Bank, an Alabama
state member bank located in Birmingham, Alabama (hereinafter
referred to as "Manager"), and Chicago Asset Management
Company, a Delaware corporation located in Chicago, Illinois
(hereinafter referred to as the "Adviser").
WITNESSETH:
That the parties hereto, intending to be legally bound
hereby, agree as follows:
1. The Manager, with the approval of the Trustees of The
Starburst Funds (the "Trust"), a Massachusetts business trust,
hereby appoints the Adviser as Investment Adviser for each of
the portfolios (the "Funds") of the Trust with respect to
which Manager and Adviser execute an exhibit to this
Agreement, and Adviser hereby accepts the appointment.
Subject to the direction of the Trustees of the Trust and the
Manager, Adviser shall provide investment research and
supervision of the investments of the Fund and a continuous
program of investment evaluation and of appropriate purchase
and sale or other disposition and reinvestment of the Fund's
assets.
2. For its services under this Agreement, Adviser shall
receive from Manager an annual fee ("the Advisory Fee"), as
set forth in the exhibits hereto. In the event that the fee
due from the Fund to the Manager is reduced in order to meet
expense limitations imposed on the Fund by federal or state
securities laws, rules or regulations, or in the event that
the Manager, in its absolute discretion pursuant to Section 5
of the Investment Management Contract, reduces its
compensation, the Advisory Fee shall be reduced in the same
proportion as is the management fee due from the Trust to the
Manager. In the event the Manager is required, for any reason
whatsoever, to refund any portion of its fees to the Trust,
the Adviser shall refund to the Manager a portion of the
Advisers' Advisory Fee in the same proportion as the refund by
the Manager bears to its total fee paid by the Trust to the
Manager.
3. The Adviser will keep the Trust and the Manager
informed of developments materially affecting the Funds and
shall, on the Adviser's own initiative, furnish to the Trust
and the Manager from time to time whatever information the
Adviser believes appropriate for this purpose. In addition,
the Adviser will furnish to the Trustees of the Trust such
information regarding the Funds or the Adviser as shall be
requested from time to time by the Trustees.
4. The Adviser agrees that it will comply with the
Investment Company Act of 1940, as amended (the "Act"), and
all rules and regulations thereunder, the Investment Advisers
Act of 1940, as amended (the "Advisers Act") and all rules and
regulations thereunder, all applicable federal and state laws,
rules and regulations, all policies and procedures set forth
in the registration statement and prospectuses with respect to
the Funds, and with any applicable procedures adopted by the
Trustees of the Trust or by the Manager.
5. The Adviser agrees that it will make available to the
Manager and the Trust promptly upon their request copies of
all of its investment records and ledgers with respect to the
Fund to assist the Manager and the Trust in monitoring
compliance with the Act and the Advisers Act as well as other
applicable laws, rules and regulations. The Adviser will
furnish the Manager and Trustees of the Trust such periodic
and special reports with respect to the Fund as the Manager or
the Trustees may reasonably request.
6. The Adviser agrees that it will immediately notify the
Manager and the Trust in the event that the Adviser or any of
its affiliates: (i) becomes subject to a statutory
disqualification that prevents the Adviser from serving as
investment adviser pursuant to this Agreement; or (ii) is or
expects to become the subject of an administrative proceeding
or enforcement action by the Securities and Exchange
Commission ("SEC") or other regulatory authority. The Adviser
has provided the information about itself set forth in the
Trust's Registration Statement on Form N-1A, as amended from
time to time (the "Registration Statement") and has reviewed
the description of its operations, duties and responsibilities
as stated therein and acknowledges that they are true and
correct and contain no material misstatement or omission and
do not omit to state any material fact required to be stated
therein or necessary in order to make the statements therein
not misleading, and it further agrees to notify the Manager
and the Trust's Administrator and Trustees immediately of any
material fact known to the Adviser respecting or relating to
the Adviser that is not contained in the Prospectus or
Statement of Additional Information of the Trust or that
should be contained therein in order for the statements
contained therein to not be misleading.
7. The Adviser represents that it is an investment
adviser registered under the Advisers Act and all other
applicable laws and that the statements contained in the
Adviser's registration under the Advisers Act on Form ADV, as
of the date hereof, are true and correct and do not omit to
state any material fact required to be stated therein or
necessary in order to make the statements therein not
misleading. The Adviser agrees to maintain the completeness
and accuracy of its registration on Form ADV in accordance
with all legal requirements relating to that Form. The
Adviser acknowledges that it is an "investment adviser" to the
Fund within the meaning of the Act and the Advisers Act.
8. In compliance with the requirements of Rule 31a-3
under the Act, the Adviser hereby agrees that all records that
it now or hereafter maintains for the Trust are and shall
remain the property of the Trust and further agrees to
surrender promptly to the Trust copies of any such records
upon the Trust's request. The Adviser further agrees to
preserve for the periods prescribed by Rule 31a-2 under the
Act the records required to be maintained by Rule 31a-1 under
the Act and to preserve the records required by Rule 204-2
under the Advisers Act for the period specified in that Rule.
9. This Agreement shall begin for each Fund as of the
date of execution of the applicable exhibit and shall continue
in effect with respect to each Fund presently set forth on an
exhibit (and any subsequent Funds added pursuant to an exhibit
during the initial term of this Contract) for two years from
the date of this Contract set forth above and thereafter for
successive periods of one year, subject to the provisions for
termination and all of the other terms and conditions hereof
if: (a) such continuation shall be specifically approved at
least annually by the vote of a majority of the Trustees of
the Trust, including a majority of the Trustees who are not
parties to this Agreement or interested persons of any such
party (other than as Trustees of the Trust) cast in person at
a meeting called for that purpose; and (b) Adviser shall not
have notified the Trust in writing at least sixty (60) days
prior to the anniversary date of this Agreement in any year
thereafter that it does not desire such continuation with
respect to the Fund. If a Fund is added after the first
approval by the Trustees as described above, this Agreement
will be effective as to that Fund upon execution of the
applicable exhibit and will continue in effect until the next
annual approval of this Agreement by the Trustees of the Trust
and thereafter for successive periods of one year, subject to
approval as described above and termination as provided
herein.
10. Notwithstanding any provision in this Agreement, this
Agreement may be terminated in the terminating party's
absolute discretion, at any time without the payment of any
penalty by or other liability on the part of the Trust, the
Manager or the Adviser: (a) by the Trustees of the Trust or
by a vote of a majority of the outstanding voting securities
(as defined in Section 2(a)(42) of the Act) of the Fund on
sixty (60) days' written notice to Adviser; and (b) by Manager
or Adviser upon 120 days' written notice to the other party to
the Agreement and to the Trust.
11. This Agreement shall automatically terminate: (a) in
the event of its assignment (as defined in the Investment
Company Act of 1940); or (b) in the event of termination of
the Investment Management Contract for any reason whatsoever.
In addition, the Adviser shall not have the right to
subcontract or delegate any of its rights or responsibilities
hereunder without the consent of both the Trust and the
Manager, and only in compliance with the Act.
12. So long as both Manager and Adviser shall be legally
qualified to act as an investment adviser to the Fund, neither
Manager nor Adviser shall act as an investment adviser (as
such term is defined in the Investment Company Act of 1940) to
the Fund except as provided herein and in the Investment
Management Contract or in such other manner as may be
expressly agreed between Manager and Adviser; provided,
however, that the foregoing shall not affect the Trustees'
ability to terminate the Investment Advisory Agreement without
terminating the Investment Management Contract.
Provided, however, that if the Manager or Adviser shall
resign or for any other reason cease to be engaged as
investment manager or investment adviser respectively, prior
to the end of any term of this Agreement (including, without
limitation, by reason of the Trustees' decision to terminate
or not renew the applicable contract with the Manager or the
Adviser) or for any reason be unable or unwilling to serve for
a successive term which has been approved by the Trustees of
the Trust pursuant to the provisions of Paragraph 9 of this
Agreement or Paragraph 6 of the Investment Management
Contract, the remaining party, Manager or Adviser as the case
may be, shall not be prohibited from serving as an investment
adviser to such Fund by reason of the provisions of this
Paragraph 12.
13. This Agreement may be amended from time to time by
agreement of the parties hereto provided that such amendment
shall be approved both by the vote of a majority of Trustees
of the Trust, including a majority of Trustees who are not
parties to this Agreement or interested persons, as defined in
Section 2(a)(19) of the Investment Company Act of 1940, of any
such party at a meeting called for that purpose, and (if
required by the Act) by the holders of a majority of the
outstanding voting securities (as defined in Section 2(a)(42)
of the Investment Company Act of 1940) of the Fund.
14. The Advisor shall not be deemed to be the agent of
either the Manager or the Trust, and in the performance of its
duties under this Agreement, the Advisor shall be deemed to be
an independent contractor.
15. The Adviser agrees to indemnify, defend and hold
harmless the Trust, the Manager and each of their respective
trustees, directors, officers, shareholders and employees from
and against any and all lawsuits, proceedings, claims, losses,
damages, liabilities, fines, penalties, expenses and
obligations whatsoever arising or alleged to arise from (a)
any act or omission of the Adviser or any of its officers,
directors, employees, agents or representatives (i) in the
course of the performance by the Adviser of its duties and
responsibilities under this Agreement or in the course of the
exercise by the Adviser of any of its rights under this
Agreement and/or (ii) the failure of the Adviser to perform
any of its duties and responsibilities under this Agreement
and/or (b) any statements or omissions made in the
Registration Statement or any Prospectus or any amendment or
supplement thereof pertaining to the Fund or the Trust in
reliance upon, and in conformity with, information furnished
to the Trust with respect to the Adviser by or on behalf of or
with the approval of the Adviser for use in the Registration
Statement or any Prospectus or any amendment or supplement
thereof. The Adviser's obligations under this Paragraph 15
shall survive the termination of this Agreement.
16. Manager is hereby expressly put on notice of the
limitation of liability as set forth in Article XI of the
Declaration of Trust and agrees that the obligations pursuant
to this Contract of a particular Fund and of the Trust with
respect to that particular Fund be limited solely to the
assets of that particular Fund, and Manager shall not seek
satisfaction of any such obligation from any other Fund, the
shareholders of any Fund, the Trustees, officers, employees or
agents of the Trust, or any of them.
17. This Contract shall be construed in accordance with
and governed by the laws of the Commonwealth of Pennsylvania;
provided, however, that nothing herein shall be construed in a
manner inconsistent with the Investment Company Act of 1940 or
any rule or regulation promulgated by the Securities and
Exchange Commission thereunder.
18. This Contract will become binding on the parties
hereto with respect to a particular Fund upon their execution
of the attached exhibits to this Contract and shall inure
exclusively to the benefit of the parties hereto and to the
Trust.
Exhibit A
The Starburst Funds
The Starburst Equity Fund
Investment Advisory Contract
For all services rendered by Adviser hereunder, Manager
shall pay Adviser an Advisory Fee equal to .30 of 1% of the
average daily net assets of the above-mentioned portfolio on
the first $100 million of daily net assets of the portfolio,
and .35 of 1% of the average daily net assets on assets of the
portfolio in excess of $100,000,000. The Advisory Fee shall
be accrued, and paid at the same times and in the same manner
as set forth in the Investment Management Contract with
respect to the fees paid to the Investment Manager.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed on their behalf by their duly
authorized officers, and their corporate seals to be affixed
hereto this 1st day of December, 1993.
ATTEST: COMPASS BANK
__________________________ By:________________________________
Secretary Vice President
CHICAGO ASSET MANAGEMENT COMPANY
___________________________ By:________________________________
Secretary Vice President
Exhibit 6(iii) under Form N-1A
Exhibit 1 under 601/Reg. S-K
Exhibit F
THE STARBURST FUNDS
The Starburst Government Money Market Fund
Investment Shares
The Starburst Money Market Fund
Investment Shares
The following provisions are hereby incorporated and made
part of the Distributor's Contract dated the 30th day of August,
1990, between THE STARBURST FUNDS and Federated Securities Corp.
with respect to Classes of the Funds set forth above.
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of Shares of the
Classes. Pursuant to this appointment FSC is authorized to to
select a group of brokers ("Brokers") to sell shares of the above-
listed Classes ("Shares"), at the current offering price thereof
as described and set forth in the respective prospectuses of
the Trust, and to render administrative support services to the
Trust and its shareholders. In addition, FSC is authorized to
select a group of Administrators ("Administrators") to render
administrative support services to the Trust and its
shareholders.
2. Administrative support services may include, but are
not limited to, the following eleven functions: (1) account
openings: the Broker or Administrator communicates account
openings via computer terminals located on the Broker or
Administrator's premises; 2) account closings: the Broker or
Administrator communicates account closings via computer
terminals; 3) enter purchase transactions: purchase transactions
are entered through the Broker or Administrator's own personal
computer or through the use of a toll-free telephone number; 4)
enter redemption transactions: Broker or Administrator enters
redemption transactions in the same manner as purchases; 5)
account maintenance: Broker or Administrator provides or
arranges to provide accounting support for all transactions.
Broker or Administrator also wires funds and receives funds for
Trust share purchases and redemptions, confirms and reconciles
all transactions, reviews the activity in the Trust's accounts,
and provides training and supervision of its personnel; 6)
interest posting: Broker or Administrator posts and reinvests
dividends to the Trust's accounts; 7) prospectus and shareholder
reports: Broker or Administrator maintains and distributes
current copies of prospectuses and shareholder reports; 8)
advertisements: the Broker or Administrator continuously
advertises the availability of its services and products; 9)
customer lists: the Broker or Administrator continuously provides
names of potential customers; 10) design services: the Broker or
Administrator continuously designs material to send to customers
and develops methods of making such materials accessible to
customers; and 11) consultation services: the Broker or
Administrator continuously provides information about the product
needs of customers.
3. During the term of this Agreement, the Trust will pay
FSC for services pursuant to this Agreement, a monthly fee
computed at the annual rate of .25% of the average aggregate net
asset value of the Investment Shares of the The Starburst
Government Money Market Fund and The Starburst Money Market Fund
held during the month. For the month in which this Agreement
becomes effective or terminates, there shall be an appropriate
proration of any fee payable on the basis of the number of days
that the Agreement is in effect during the month.
4. FSC may from time-to-time and for such periods as it
deems appropriate reduce its compensation to the extent any
classes expenses exceed such lower expense limitation as FSC may,
by notice to the Trust, voluntarily declare to be effective.
5. FSC will enter into separate written agreements with
various firms to provide certain of the services set forth in
Paragraph 1 herein. FSC, in its sole discretion, may pay Brokers
and Administrators a periodic fee in respect of Shares owned from
time to time by their clients or customers. The schedules of
such fees and the basis upon which such fees will be paid shall
be determined from time to time by FSC in its sole discretion.
6. FSC will prepare reports to the Board of Trustees of
the Trust on a quarterly basis showing amounts expended hereunder
including amounts paid to Brokers and Administrators and the
purpose for such payments.
In consideration of the mutual covenants set forth in the
Distributor's Contract dated August 30, 1990 between THE
STARBURST FUNDS and Federated Securities Corp., THE STARBURST
FUNDS executes and delivers this Exhibit on behalf of the Funds,
and with respect to the separate Classes of Shares thereof, first
set forth in this Exhibit.
Witness the due execution hereof this 1st day of June, 1994.
ATTEST: THE STARBURST FUNDS
/s/ John W. McGonigle By:/s/ J. C. Donahue
Secretary President
(SEAL)
ATTEST: FEDERATED SECURITIES CORP.
/s/ S. Elliott Cohan By:/s/ John A. Staley
Secretary Executive Vice President
(SEAL)
Exhibit 9(ii) under Form N-1A
Exhibit 10 under 601/Reg. S-K
SALES AGREEMENT WITH FEDERATED SECURITIES CORP.
This Agreement is entered into between the financial
institution executing this Agreement ("Financial Institution")
and Federated Securities Corp. ("FSC") for The Starburst Funds
(the "Trust"), which may be offered in one or more series (the
"Funds") and classes (the "Classes") of shares ("Shares"), for
which FSC serves as Distributor of shares of beneficial interest
or capital stock. The Funds or Classes to which this Agreement
applies are set forth in Schedule A hereto.
1. Status of Financial Institution as "Bank" or Registered
Broker-Dealer.
The Financial Institution represents and warrants to FSC
that:
(a) It is either a "bank" as that term
is defined in Section 3(a)(6) of the Securities
Exchange Act of 1934 ("Exchange Act") or a broker-
dealer registered with the Securities and Exchange
Commission.
(b) If the Financial Institution is a
"bank", it is a duly organized and validly existing
bank in good standing under the laws of the
jurisdiction in which it is organized. The Financial
Institution agrees to give written notice to FSC
promptly in the event that it shall cease to be a
"bank" as defined in Section 3(a)(6) of the Exchange
Act. In that event, this Agreement shall be
automatically terminated upon such written notice.
(c) If the Financial Institution is a
registered broker-dealer, it is a member of the NASD
and it agrees to abide by all of the rules and
regulations of the NASD including, without limitation,
the NASD Rules of Fair Practice. The Financial
Institution agrees to notify FSC immediately in the
event of (1) its expulsion or suspension from the NASD,
or (2) its being found to have violated any applicable
federal or state law, rule or regulation arising out of
its activities as a broker-dealer or in connection with
this Agreement, or which may otherwise affect in any
material way its ability to act in accordance with the
terms of this Agreement. The Financial Institution's
expulsion from the NASD will automatically terminate
this Agreement immediately without notice. Suspension
of the Financial Institution from the NASD for
violation of any applicable federal or state law, rule
or regulation will terminate this Agreement effective
immediately upon FSC's written notice of termination to
the Financial Institution.
2. Financial Institution Acts as Agent
for its Customers.
The parties agree that in each transaction in the Shares of
the Trust: (a) the Financial Institution is acting as agent for
the customer; (b) each transaction is initiated solely upon the
order of the customer; (c) as between the Financial Institution
and its customer, the customer will have full beneficial
ownership of all Shares of the Trust to which this Agreement
applies; (d) each transaction shall be for the account of the
customer and not for the Financial Institution's account; and (e)
each transaction shall be without recourse to the Financial
Institution provided that the Financial Institution acts in
accordance with the terms of this Agreement. The Financial
Institution shall not have any authority in any transaction to
act as FSC's agent or as agent for the Trust.
3. Execution of Orders for Purchase and Redemption of
Shares.
(a) All orders for the purchase of any
Shares shall be executed at the then current public
offering price per share (i.e., the net asset value per
share plus the applicable sales load, if any) and all
orders for the redemption of any Shares shall be
executed at the net asset value per share, plus any
applicable redemption charge, in each case as described
in the prospectus of the Fund or Class. FSC and the
Trust reserve the right to reject any purchase request
at their sole discretion. If required by law, each
transaction shall be confirmed in writing on a fully
disclosed basis and, if confirmed by FSC, a copy of
each confirmation shall be sent simultaneously to the
Financial Institution if the Financial Institution so
requests.
(b) The procedures relating to all
orders and the handling of them will be subject to the
terms of the prospectus of each Fund or Class and FSC's
written instructions to the Financial Institution from
time to time.
(c) Payments for Shares shall be made
as specified in the applicable Fund or Class
prospectus. If payment for any purchase order is not
received in accordance with the terms of the applicable
Fund or Class prospectus, FSC reserves the right,
without notice, to cancel the sale and to hold the
Financial Institution responsible for any loss
sustained as a result thereof.
(d) The Financial Institution agrees to
provide such security as is necessary to prevent any
unauthorized use of the Trust's recordkeeping system,
accessed via any computer hardware or software provided
to the Financial Institution by FSC.
4. Fees Payable to the Financial
Institution from Sales Loads.
(a) On each order accepted by FSC, in
exchange for the performance of sales and/or
administrative services, the Financial Institution will
be entitled to receive from the amount paid by the
Financial Institution's customer the applicable
percentage of the sales load, if any, as established by
FSC. The sales loads for any Fund or Class shall be
those set forth in its prospectus. The portion of the
sales load payable to the Financial Institution may be
changed at any time at FSC's sole discretion upon
thirty (30) days' written notice to the Financial
Institution.
(b) Transactions may be settled by the
Financial Institution: (1) by payment of the full
purchase price to FSC less an amount equal to the
Financial Institution's applicable percentage of the
sales load, or (2) by payment of the full purchase
price to FSC, in which case FSC shall pay to the
Financial Institution, not less frequently than
monthly, the aggregate fees due it on orders received
and settled.
5. Payment of Rule 12b-1 Fees to the
Financial Institution.
Subject to and in accordance with the terms of each Fund or
Class prospectus and the Rule 12b-1 Plan, if any, adopted by
resolution of the Board of Trustees, and the shareholders of any
Fund or Class pursuant to Rule 12b-1 under the Investment Company
Act of 1940, FSC may pay fees for sales and/or administrative
support services to certain financial institutions (such as banks
and securities dealers). The Financial Institution may serve as
an Administrator, in accordance with the terms of the form of
Rule 12b-1 Agreement attached as Appendix A, for all of its
customers who purchase Shares of any Funds or Classes whose
prospectuses provide for the use of Administrators.
6. Delivery of Prospectuses to
Customers.
The Financial Institution will deliver or cause to be
delivered to each customer, at or prior to the time of any
purchase of Shares, a copy of the prospectus of the Fund or
Class. The Financial Institution shall not make any
representations concerning any Shares other than those contained
in the prospectus of the Fund or Class or in any promotional
materials or sales literature furnished to the Financial
Institution by FSC or the Fund or Class.
7. Indemnification.
(a) The Financial Institution shall
indemnify and hold harmless FSC, the Trust, the
transfer agents of the Trust, and their respective
subsidiaries, affiliates, officers, directors, agents
and employees from all direct or indirect liabilities,
losses or costs (including attorneys fees) arising
from, related to or otherwise connected with: (1) any
breach by the Financial Institution of any provision of
this Agreement; or (2) any actions or omissions of FSC,
the Trust, the transfer agents of the Trust, and their
subsidiaries, affiliates, officers, directors, agents
and employees in reliance upon any oral, written or
computer or electronically transmitted instructions
believed to be genuine and to have been given by or on
behalf of the Financial Institution.
(b) FSC shall indemnify and hold
harmless the Financial Institution and its
subsidiaries, affiliates, officers, directors, agents
and employees from and against any and all direct or
indirect liabilities, losses or costs (including
attorneys fees) arising from, related to or otherwise
connected with: (1) any breach by FSC of any provision
of this Agreement; or (2) any alleged untrue statement
of a material fact contained in the Trust's
Registration Statement or Prospectuses, or as a result
of or based upon any alleged omission to state a
material fact required to be stated, or necessary to
make the statements not misleading.
(c) The agreement of the parties in
this Paragraph to indemnify each other is conditioned
upon the party entitled to indemnification (Indemnified
Party) giving notice to the party required to provide
indemnification (Indemnifying Party) promptly after the
summons or other first legal process for any claim as
to which indemnity may be sought is served on the
Indemnified Party. The Indemnified Party shall permit
the Indemnifying Party to assume the defense of any
such claim or any litigation resulting from it,
provided that counsel for the Indemnifying Party who
shall conduct the defense of such claim or litigation
shall be approved by the Indemnified Party (which
approval shall not unreasonably be withheld), and that
the Indemnified Party may participate in such defense
at its expense. The failure of the Indemnified Party
to give notice as provided in this subparagraph (c)
shall not relieve the Indemnifying Party from any
liability other than its indemnity obligation under
this Paragraph. No Indemnifying Party, in the defense
of any such claim or litigation, shall, without the
consent of the Indemnified Party, consent to entry of
any judgment or enter into any settlement that does not
include as an unconditional term the giving by the
claimant or plaintiff to the Indemnified Party of a
release from all liability in respect to such claim or
litigation.
(d) The provisions of this Paragraph 7
shall survive the termination of this Agreement.
8. Customer Names Proprietary to the
Financial Institution.
(a) The names of the Financial
Institution's customers are and shall remain the
Financial Institution's sole property and shall not be
used by FSC or its affiliates for any purpose except
the performance of its duties and responsibilities
under this Agreement and except for servicing and
informational mailings relating to the Trust.
Notwithstanding the foregoing, this Paragraph 8 shall
not prohibit FSC or any of its affiliates from
utilizing the names of the Financial Institution's
customers for any purpose if the names are obtained in
any manner other than from the Financial Institution
pursuant to this Agreement.
(b) Neither party shall use the name of
the other party in any manner without the other party's
written consent, except as required by any applicable
federal or state law, rule or regulation, and except
pursuant to any mutually agreed upon promotional
programs.
(c) The provisions of this Paragraph 8
shall survive the termination of this Agreement.
9. Solicitation of Proxies.
The Financial Institution agrees not to solicit or cause to
be solicited directly, or indirectly, at any time in the future,
any proxies from the shareholders of the Trust in opposition to
proxies solicited by management of the Trust, unless a court of
competent jurisdiction shall have determined that the conduct of
a majority of the Board of Trustees of the Trust constitutes
willful misfeasance, bad faith, gross negligence or reckless
disregard of their duties. This Paragraph 9 will survive the
term of this Agreement.
10. Certification of Customers'
Taxpayer Identification Numbers.
The Financial Institution agrees to obtain any taxpayer
identification number certification from its customers required
under Section 3406 of the Internal Revenue Code, and any
applicable Treasury regulations, and to provide FSC or its
designee with timely written notice of any failure to obtain such
taxpayer identification number certification in order to enable
the implementation of any required backup withholding.
11. Notices.
Except as otherwise specifically provided in this Agreement,
all notices required or permitted to be given pursuant to this
Agreement shall be given in writing and delivered by personal
delivery or by postage prepaid, registered or certified United
States first class mail, return receipt requested, or by telex,
telegram or similar means of same day delivery (with a confirming
copy by mail as provided herein). Unless otherwise notified in
writing, all notices to FSC shall be given or sent to FSC at its
offices located at Federated Investors Tower, Pittsburgh, PA
15222-3779, and all notices to the Financial Institution shall be
given or sent to it at its address shown below.
12. Termination and Amendment.
(a) This Agreement shall become
effective in this form as of the date set forth below
and may be terminated at any time by either party upon
thirty (30) days' prior notice to the other party.
This Agreement supersedes any prior sales agreements
between the parties.
(b) This Agreement may be amended by
FSC from time to time by the following procedure. FSC
will mail a coy of the amendment to the Financial
Institution's address, as shown below. If the
Financial Institution does not object to the amendment
within thirty (30) days after its receipt, the
amendment will become part of the Agreement. The
Financial Institution's objection must be in writing
and be received by FSC within such thirty (30) days.
13. Governing Law.
This Agreement shall be construed in accordance with the
laws of the Commonwealth of Pennsylvania.
__________________________
FINANCIAL HORIZONS SECURITIES
CORPORATION
(Please Print or Type)
Two Nationwide Plaza
Address
Columbus, OH 43215
City State Zip Code
Dated: May 2, 1994 By:Barbara J. Shane
Authorized Signature
Vice President
Title
Barbara J. Shane
Print Name or Type Name
FEDERATED SECURITIES CORP.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
By: /s/ Richard B. Fisher
Richard B. Fisher, President
APPENDEX A
RULE 12b-1 AGREEMENT
This Agreement is made between the Financial Institution
executing this Agreement ("Administrator") and Federated
Securities Corp. ("FSC") for the mutual funds (referred to
individually as the "Fund" and collectively as the "Funds") for
which FSC serves as Distributor of shares of beneficial interest
or capital stock ("Shares") and which have adopted a Rule 12b-1
Plan ("Plan") and approved this form of agreement pursuant to
Rule 12b-1 under the Investment Company Act of 1940. In
consideration of the mutual covenants hereinafter contained, it
is hereby agreed by and between the parties hereto as follows:
1. FSC hereby appoints Administrator to render or cause to
be rendered sales and administrative support services to the
Funds and their shareholders.
2. The services to be provided under Paragraph 1 may
include, but are not limited to advertising, compensation of
sales personnel, mailing of prospectuses, providing assistance
and review in designing materials to send to potential customers,
and such other services as are primarily intended to result in
sales of Shares by the Funds.
3. During the term of this Agreement, FSC will pay the
Administrator fees for each Fund as set forth in a written
schedule delivered to the Administrator pursuant to this
Agreement. FSC's fee schedule for Administrator may be changed
by FSC sending a new fee schedule to Administrator pursuant to
Paragraph 12 of this Agreement. For the payment period in which
this Agreement becomes effective or terminates, there shall be an
appropriate proration of the fee on the basis of the number of
days that the Rule 12b-1 Agreement is in effect during the
quarter.
4. The Administrator will not perform or provide any duties
which would cause it to be a fiduciary under Section 4975 of the
Internal Revenue Code, as amended. For purposes of that Section,
the Administrator understands that any person who exercises any
discretionary authority or discretionary control with respect to
any individual retirement account or its assets, or who renders
investment advice for a fee, or has any authority or
responsibility to do so, or has any discretionary authority or
discretionary responsibility in the administration of such an
account, is a fiduciary.
5. The Administrator understands that the Department of
Labor views ERISA as prohibiting fiduciaries of discretionary
ERISA assets from receiving administrative service fees or other
compensation from funds in which the fiduciary's discretionary
ERISA assets are invested. To date, the Department of Labor has
not issued any exemptive order or advisory opinion that would
exempt fiduciaries from this interpretation. Without specific
authorization from the Department of Labor, fiduciaries should
carefully avoid investing discretionary assets in any fund
pursuant to an arrangement where the fiduciary is to be
compensated by the fund for such investment. Receipt of such
compensation could violate ERISA provisions against fiduciary
self-dealing and conflict of interest and could subject the
fiduciary to substantial penalties.
6. The Administrator agrees not to solicit or cause to be
solicited directly, or indirectly at any time in the future, any
proxies from the shareholders of any or all of the Funds in
opposition to proxies solicited by management of the Fund or
Funds, unless a court of competent jurisdiction shall have
determined that the conduct of a majority of the Board of
Directors or Trustees of the Fund or Funds constitutes willful
misfeasance, bad faith, gross negligence or reckless disregard of
their duties. This paragraph 6 will survive the term of this
Agreement.
7. With respect to each Fund, this Agreement shall continue
in effect for one year from the date of its execution, and
thereafter for successive periods of one year if the form of this
Agreement is approved at least annually by the Directors or
Trustees of the Fund, including a majority of the members of the
Board of Directors or Trustees of the Fund who are not interested
persons of the Fund and have no direct or indirect financial
interest in the operation of the Fund's Plan or in any related
documents to the Plan ("Disinterested Directors or Trustees")
cast in person at a meeting called for that purpose.
8. Notwithstanding paragraph 7, this Agreement may be
terminated as follows:
(a) at any time, without the payment of
any penalty, by the vote of a majority of the
Disinterested Directors or Trustees of the Fund or by a
vote of a majority of the outstanding voting securities
of the Fund as defined in the Investment Company Act of
1940 on not more than sixty (60) days' written notice
to the parties to this Agreement;
(b) automatically in the event of the
Agreement's assignment as defined in the Investment
Company Act of 1940 or upon the termination of the
"Administrative Support and Distributor's Contract" or
"Distributor's Contract" between the Fund and FSC; and
(c) by either party to the Agreement
without cause by giving the other party at least sixty
(60) days' written notice of its intention to
terminate.
9. The termination of this Agreement with respect to any
one Fund will not cause the Agreement's termination with respect
to any other Fund.
10. The Administrator agrees to obtain any taxpayer
identification number certification from its customers required
under Section 3406 of the Internal Revenue Code, and any
applicable Treasury regulations, and to provide FSC or its
designee with timely written notice of any failure to obtain such
taxpayer identification number certification in order to enable
the implementation of any required backup withholding.
11. This Agreement supersedes any prior service agreements
between the parties for the Funds.
12. This Agreement may be amended by FSC from time to time
by the following procedure. FSC will mail a copy of the
amendment to the Administrator's address, as shown below. If the
Administrator does not object to the amendment within thirty (30)
days after its receipt, the amendment will become part of the
Agreement. The Administrator's objection must be in writing and
be received by FSC within such thirty days.
13. This Agreement shall be construed in accordance with
the Laws of the Commonwealth of Pennsylvania.
FINANCIAL HORIZONS CORPORATION
Administrator
Two Nationwide Plaza
Address
Columbus, OH 43215
City State Zip Code
Dated:May 2, 1994 By:_/s/ Barbara J. Shane
Authorized Signature
Vice President
Title
Barbara J. Shane
Print Name of Authorized
Signature
FEDERATED SECURITIES CORP.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
By:/s/ Richard B. Fisher
Richard B. Fisher, President
FEE SCHEDULE FOR RULE 12b-1 AGREEMENT WITH
FEDERATED SECURITIES CORP.
May 2, 1994
FSC will pay the Administrator a periodic fee for the following
Classes of the Funds set forth below thereof computed at an
annual rate of the average net asset value of Shares held in each
of these Funds during the period in accounts for which the
Administrator provides services under Rule 12b-1 Agreement, so
long as the average net asset value of the Shares in a Class of
the Fund during the period is at least $100,000.
Funds Fee Rate Period
The Starburst Government
Income Fund 0.25 of 1% Monthly
The Starburst Government Money 0.15 of 1% Monthly
Market Fund
Investment Shares
The Starburst Money Market Fund 0.35 of 1% Monthly
Investment Shares
The Starburst Municipal
Income Fund 0.35 of 1% Monthly
AMENDMENT NO. 1 TO
FEE SCHEDULE FOR RULE 12b-1 AGREEMENT WITH
FEDERATED SECURITIES CORP.
, 1994
FSC will pay the Administrator a periodic fee for the following
Classes of the Funds set forth below thereof computed at an
annual rate of the average net asset value of Shares held in each
of these Funds during the period in accounts for which the
Administrator provides services under Rule 12b-1 Agreement, so
long as the average net asset value of the Shares in a Class of
the Fund during the period is at least $100,000.
Funds Fee Rate Period
The Starburst Government
Income Fund 0.25 of 1% Monthly
The Starburst Government Money 0.15 of 1% Monthly
Market Fund
Investment Shares
The Starburst Money Market Fund 0.35 of 1% Monthly
Investment Shares
The Starburst Municipal
Income Fund 0.35 of 1% Monthly
The Starburst Equity Fund 0.25 of 1% Monthly
Exhibit 9(iii) under Form N-1A
Exhibit 10 under 601/Reg. S-K
ELECTRONIC COMMUNICATIONS AND RECORDKEEPING
AGREEMENT
between
FEDERATED SERVICES COMPANY
and
INSTITUTION
AGREEMENT, made this 31st day of August, 1993, between
FEDERATED SERVICES COMPANY ("Federated"), with offices at
Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779,
and CENTRAL BANK OF THE SOUTH, (the "Institution"), with offices
at 701 S. 32nd Street, Birmingham, AL 35233.
WHEREAS, Institution desires to perform certain services on
behalf of its customers who are or may become Shareholders of
mutual funds for which Federated or its affiliates act as
transfer agent, administrator, distributor or advisor ("the
Funds");
WHEREAS, performance of such services may require access to
Federated's electronic communication and recordkeeping systems or
may require Federated or the Funds to act upon information about
Shareholders (as hereafter defined) or their Accounts (as
hereafter defined) supplied by Institution;
WHEREAS, Federated is willing to provide such access or rely
upon such information as hereinafter provided, subject to the
agreement of Institution to provide indemnification to Federated;
NOW, THEREFORE, in consideration of the mutual promises
contained herein, and for good and valuable consideration,
receipt of which is hereby acknowledged, the parties, intending
to be legally bound hereby, agree as follows:
SECTION 1
CERTAIN DEFINITIONS
Section 1.1 Account. "Account" shall mean any shareholder
account in any Fund for which Institution provides services on
behalf of its customers who are or may become shareholders of the
Funds.
Section 1.2 Authorized Person. "Authorized Person" shall
mean each agent or employee of Institution who is duly authorized
to give Instructions (as such term is defined below at Section
1.3) pursuant to this Agreement.
Section 1.3 Instruction(s). "Instruction(s)" shall mean
any instruction or communication including, but not limited to,
an oral or written instruction or communication, and any such
instruction or communication originated by facsimile indicating
that such transmission originated from Institution, and
instructions or communications received electronically.
Instructions may include, but are not limited to, the following:
(a) communicating account openings through
computer terminals located on the Institution's
premises (the "computer terminals"), through a toll-
free telephone number or otherwise;
(b) communicating account closings via the
computer terminals, through a toll-free telephone
number or otherwise;
(c) entering purchase transactions through the
computer terminals, through a toll-free telephone
number or otherwise;
(d) entering redemption transactions through the
computer terminals, through a toll-free telephone
number or otherwise;
(e) electronically transferring and receiving
funds for purchasing and redeeming shares of a Fund,
and confirming and reconciling all such transactions;
and
(f) account maintenance.
Section 1.4 Shareholder. "Shareholder" shall mean the
shareholder of record of any Account.
SECTION 2
OBLIGATIONS OF INSTITUTION
Section 2.1 Authorization by Institution; Confirmation of
Oral Instructions. Institution hereby authorizes Federated to
accept, rely upon and act upon all Instructions received by
Federated from or reasonably believed to be from Institution, all
without the delivery by Institution of written authorization of
the Shareholder. Institution authorizes Federated to accept,
rely upon and act upon oral Instructions by any person
identifying himself as an Authorized Person and to tape record
such Instructions. Institution shall confirm all oral
Instructions on the same day as given by facsimile, however,
Federated may rely on the oral Instructions regardless of whether
such facsimile is received.
Section 2.2 Certificate of Authorized Persons. Institution
shall provide a certificate signed by two authorized officers of
Institution, setting forth the name and specimen signature of
each Authorized Person (the "Certificate"). Institution shall
promptly notify Federated if any such present Authorized Person
ceases to be an Authorized Person and shall send to Federated a
new Certificate in similar form in the event that other or
additional Authorized Persons are elected or appointed. Until
Federated receives any such new Certificate, Federated may rely
upon Instructions received from or reasonably believed to be
received from the present Authorized Persons as set forth in the
Certificate or in any subsequently issued Certificate.
Section 2.3 Duties, Functions and Responsibilities.
Institution shall undertake the duties, functions and
responsibilities contemplated hereby in a businesslike and
competent manner. Institution shall conduct its activities under
this Agreement in accordance with (a) all applicable laws, rules
and regulations; (b) the then-current registration statements of
the Funds; and (c) industry standards.
Section 2.4 Information about Shareholders. Institution
shall provide to Federated, with respect to each Account, the
following information, and any subsequent changes to such
information, which Institution hereby certifies is, and shall
remain, true and correct: (a) the full and complete name of the
Shareholder for Internal Revenue Service information reporting;
(b) the Shareholder's address; (c) the Shareholder's Taxpayer
Identification Number or notice of foreign status and applicable
backup or penalty withholding status; and (d) the state or
country code of tax residence of the Shareholder (if different
from address). Institution shall provide Federated with such
information in writing or by electronic transmission and any
other medium that Federated reasonably requests.
Section 2.5 Reconciling to Fund Records. The book entry
records of the shareholder recordkeeping agent for each Fund
shall be determinative with respect to each Account. Institution
will notify Federated in writing of any discrepancy between its
records and the records of Federated and the Fund within a
reasonable period of time after it becomes aware of such
discrepancy. Notwithstanding anything to the contrary,
Institution solely shall be responsible and liable for any
discrepancies between its records and the records of Federated
and the Funds, provided that such discrepancy is not solely a
result of the negligence of Federated or the Funds.
ARTICLE 3
OBLIGATIONS OF FEDERATED
Section 3.1 Acceptance of Instructions. Federated may, for
all Accounts, accept, rely upon and act upon all Instructions
received by Federated from or reasonably believed to be from
Institution, all without the delivery by Institution of written
Instructions executed by a Shareholder.
Section 3.2 Reliance by Federated. Federated may
conclusively rely upon any Instructions received by it by any
person whom Federated reasonably believes to be an Authorized
Person.
Section 3.3 Incomplete or Unclear Instructions. Federated
shall not be required to act on any Instructions that, in its
sole determination, are incomplete or unclear, and may defer
action on such Instructions until Federated has resolved any
question to its reasonable satisfaction. Federated shall notify
Institution, by telephone or by facsimile, within one business
day after it fails to act on any Instructions that it has
determined are incomplete or unclear.
Section 3.4 Limitation of Access to Federated's Electronic
Communication and Recordkeeping Systems. Federated may limit
access to its electronic communication and recordkeeping systems.
Notwithstanding any such limitation, Federated may act and rely
upon all Instructions in any form received by Federated from or
reasonably believed to be from an Authorized Person.
Section 3.5 Processing Instructions and Communications.
Federated shall correctly process any Instructions from
Institution and execute the Institution's Instructions within a
reasonable period of time of receipt, subject to any conditions
or restrictions in the currently effective registration statement
of each Fund or other applicable restrictions.
ARTICLE 4
WARRANTIES AND REPRESENTATIONS OF INSTITUTION
Section 4.1 Organization and Authority. Institution
warrants and represents that it is a corporation duly organized
in its state of incorporation and has the power and authority to
conduct its business. Institution is a bank chartered under the
laws of the State of Alabama. The execution, delivery and
performance by Institution of this Agreement has been duly
authorized by all necessary corporate action of Institution.
This Agreement, when executed and delivered, will constitute the
legal, valid and binding obligation of Institution, enforceable
against it in accordance with its terms.
Section 4.2 Adequate Facilities. Institution warrants and
represents that it has adequate facilities, equipment,
procedures, controls and skilled personnel to responsibly perform
its duties and obligations hereunder.
Section 4.3 Authorization from Shareholders. Institution
warrants and represents that:
4.3.1 each Shareholder has authorized Institution to
take any actions contemplated in this Agreement
with respect to each Account of each Shareholder;
4.3.2 Institution shall refrain from issuing
Instructions with respect to a Shareholder's
Account immediately upon receipt of notice that
the Shareholder has revoked authorization to give
such Instructions;
4.3.3 all Instructions, including, but not limited to,
changes in registration, transfers, exchanges and
liquidations, will be duly authorized by the
Shareholder of such Account and shall be lawful
and not submitted by Institution for any improper,
inappropriate or illegal purpose; and
4.3.4 Federated is properly authorized to effect changes
in its or the Funds records upon receipt of
Instructions.
Section 4.4 Insurance. Institution warrants and represents
that Institution maintains adequate fidelity insurance, errors
and omissions insurance and other insurance coverage appropriate
for the Institution's duties and obligations under this
Agreement. Upon written request, Institution will provide
evidence of such insurance coverage and on each such policy or
bond.
Section 4.5 Taxpayer Identification. Institution warrants
and represents that each Taxpayer Identification Number or
certificate of foreign status provided by Institution to the
Funds and Federated has been certified, under penalties of
perjury, by the Shareholder on the appropriate Internal Revenue
Service form or an acceptable substitute. Institution agrees
that it shall promptly advise the Funds or Federated of any other
matter that may affect the responsibilities of the Funds or
Federated to Shareholders pursuant to the Internal Revenue Code
of 1986, as amended. Institution further agrees that it shall
maintain adequate documentation to verify the foregoing for each
Account.
Section 4.6 Authority of Authorized Persons. Institution
warrants and represents that:
4.6.1 each Authorized Person set forth on the
Certificate has been duly authorized by a duly
elected officer of Institution to provide
Instructions pursuant to this Agreement;
4.6.2 Institution shall adopt, implement and maintain
procedures reasonably designed to ensure the
accuracy and integrity of all Instructions,
including, but not limited to, procedures (i)
requiring all Instructions on behalf of
Institution to originate from a specific office
(or offices) designated by Institution; and (ii)
limiting the use of each computer terminal used
for transmitting Instructions to Federated's
electronic communication and recordkeeping systems
to Authorized Persons with adequate training and
supervision. Upon Federated's request,
Institution shall provide Federated with copies of
its security procedures with respect to the
foregoing and shall use and safeguard any access
passwords, codes, manuals or other information it
obtains with respect to Federated's electronic
communication and recordkeeping systems and the
data thereon in a manner consonant with the
protection of its own proprietary business
records.
Section 4.7 Institution's Financial Condition. Institution
represents and warrants that it shall deliver to Federated its
audited annual report, its quarterly financial reports and such
other financial statements as Federated shall reasonably request
which indicate the Institution's financial condition and, if
applicable, net capital ratio. Institution further represents
and warrants that such statements fairly represent its financial
condition and/or net capital ratio on the date of such statements
and that there has been no material adverse change in its
financial condition and/or net capital ratio since that date.
Section 4.8 Confidentiality. Institution shall treat as
confidential all data it receives through Federated's electronic
communication and recordkeeping systems, except to the extent
required by applicable law, rule or regulation.
ARTICLE 5
WARRANTIES AND REPRESENTATIONS OF
FEDERATED SERVICES COMPANY
Section 5.1 Organization and Authority. Federated Services
Company warrants and represents that it is a business trust duly
organized in the State of Delaware and has the power and
authority to conduct its business. The execution, delivery and
performance by Federated Services Company of this Agreement has
been duly authorized by all necessary corporate action of
Federated Services Company. This Agreement, when executed and
delivered, will constitute the legal, valid and binding
obligation of Federated Services Company, enforceable against it
in accordance with its terms.
Section 5.2 Proper Registration. Federated Services
Company warrants that it has duly registered as transfer agent
pursuant to the Securities Exchange Act of 1934, that its
registration remains in full force and effect, and that it will
take all action required to maintain such registration as a
transfer agent, including, without limitation, making all
required filings to the Securities and Exchange Commission and
complying with all rules of the Securities and Exchange
Commission applicable to transfer agents.
Section 5.2 Adequate Facilities. Federated Services
Company warrants and represents that it has adequate facilities,
equipment, procedures, controls and skilled personnel to perform
its duties and obligations hereunder.
Section 5.3 Confidentiality. Federated Services Company
shall treat as confidential all data it receives from Institution
through Federated's electronic communication and recordkeeping
systems, except to the extent required by applicable law, rule or
regulation.
ARTICLE 6
INDEMNIFICATION
Section 6.1 Indemnification by Institution. Institution
shall indemnify and hold harmless the Funds, the Funds'
custodian, the Funds' transfer agent, the Funds' underwriter, the
Funds' investment adviser, Federated, each of their affiliated
companies, and all of the divisions, subsidiaries, directors,
trustees, officers, agents, subcontractors, employees and assigns
of each of the foregoing (collectively, "Indemnified Fund
Parties"), against and from any and all demands, damages,
liabilities, and losses, or any threatened, pending or completed
actions, claims, suits, complaints, proceedings, or
investigations (including reasonable attorneys'fees and other
costs, including all expenses of litigation or arbitration,
judgments, fines or amounts paid in settlement), to which any of
them may be or become subject as a result or arising out of: (a)
any action taken by Federated in reliance upon the Institution's
Instructions; (b) any act or omission by Institution or its
agents which constitutes negligence, gross negligence, or willful
misconduct; (c) any breach of the Institution's representations
or warranties contained in this Agreement; (d) the Institution's
failure to comply with any of the terms of this Agreement; (e)
the Institution's action or inaction relating to any duties,
functions, procedures or responsibilities undertaken by
Institution pursuant to this Agreement or otherwise, including
that which may arise out of the malfunction of equipment,
systems, programs and telephone lines; (f) the failure by
Institution to obtain written authorization from a Shareholder to
facilitate any transaction through Federated's electronic
communication and recordkeeping systems; and (g) Federated's
acceptance of and reliance on any Instruction without supporting
documentation. Institution shall make all payments hereunder
promptly upon presentation by an Indemnified Fund Party of an
invoice therefor, which invoice relates to any payment, including
any partial payment, made by the Indemnified Fund Party in
respect of any and all demands, damages, liabilities, and losses,
or any threatened, pending or completed actions, claims, suits,
complaints, proceedings, or investigations (including reasonable
attorneys fees and other costs, including all expenses of
litigation or arbitration, judgments, fines or amounts paid in
settlement), to which any of them may be or become subject which
give rise to indemnification by Institution under this Agreement.
At the request of any of the Indemnified Fund Parties,
Institution shall provide for an appropriate defense against any
circumstances which may give rise to indemnification by
Institution under this Agreement. Institution represents and
warrants that at all times it has sufficient financial resources,
whether through a fidelity bond or otherwise, to meet all of its
indemnification obligations arising under this Agreement.
Section 6.2 Indemnification by Federated. Federated shall
indemnify and hold harmless Institution, each of the
Institution's affiliated companies, and all of the divisions,
subsidiaries, directors, officers, agents, employees and assigns
of each of the foregoing (collectively, "Indemnified Institution
Parties"), against and from any and all demands, damages,
liabilities, and losses, or any threatened, pending or completed
actions, claims, suits, complaints, proceedings, or
investigations (including reasonable attorneys fees and other
costs, including all expenses of litigation or arbitration,
judgments, fines or amounts paid in settlement) to which any of
them may be or become subject as a result or arising out of: (a)
any act or omission by Federated or its agents which constitutes
negligence, gross negligence or willful misconduct; (b) any
breach of Federated's representations or warranties contained in
this Agreement; or (c) Federated's failure to comply with any of
the terms of this Agreement. At the request of any of the
Indemnified Institution Parties, Federated shall provide for an
appropriate defense against any and all demands, damages,
liabilities, and losses, or any threatened, pending or completed
actions, claims, suits, complaints, proceedings, or
investigations (including reasonable attorneys fees and other
costs, including all expenses of litigation or arbitration,
judgments, fines or amounts paid in settlement) to which any of
them may be or become subject which give rise to indemnification
by Federated under this Agreement. In no event shall Federated
be liable for demands, damages, liabilities and losses arising
out of failure of its equipment or force majeure.
ARTICLE 7
MISCELLANEOUS
Section 7.1 Termination. Either party may terminate this
Agreement upon 30 days' written notice to the other party. The
obligations of Article 6 shall survive the termination of this
Agreement.
Section 7.2 Force Majeure. Federated shall have no
liability for cessation of services hereunder or any damages
resulting therefrom to Institution as a result of work stoppage,
power or other mechanical failure, natural disaster, governmental
action, communication disruption or other impossibility of
performance.
Section 7.3 Choice of Law. This Agreement shall be
governed by, and construed in accordance with, the laws of The
Commonwealth of Pennsylvania, without regard to conflict of law.
Section 7.4 Assignment. This Agreement may not be
transferred or assigned by either party without the prior written
consent of the other party (other than pursuant to a
consolidation, merger, transfer of all or substantially all the
assets or other business combination transaction) and any
purported transfer or assignment without such consent will be
void.
Section 7.5 Notice. Whenever notice is required under this
Agreement, it shall be given in writing by first class mail,
return receipt requested, to Federated at Federated Investors
Tower, Pittsburgh, Pennsylvania 15222-3779, attention: Assistant
Vice President, Transfer Agency Services, Federated Services
Company; and to Institution at ,
attention: .
Section 7.6 Integrity of Data. Institution shall take all
reasonable steps to protect and insure the integrity of the data
it transmits into Federated's electronic communication and
recordkeeping systems and to prevent the damage of records
maintained by others, including the Funds or Federated. shall
take all reasonable steps to protect and insure the integrity of
the data it maintains on Federated's electronic communication and
recordkeeping systems and to prevent the damage of records
maintained by others, including Institution.
Section 7.7 Entire Agreement. This Agreement sets forth
the entire agreement and understanding between the parties as to
the subject matter hereof and supersedes all oral communications
and prior writings with respect thereto, and neither of the
parties shall be bound by any conditions, warranties, or
representations with respect to such subject matter other than as
expressly provided herein, or as duly set forth on or subsequent
to the effective date hereof in writing and signed by a proper
and duly authorized representative of the party to be bound
thereby.
Section 7.8 Attorneys' Fees. If any dispute arising out of
this Agreement is litigated between the parties hereto, the
prevailing party shall be entitled to recover its reasonable
attorneys' fees in addition to any other relief to which it may
be entitled.
Section 7.9 Waiver of Remedies. A waiver of a breach or a
default under this Agreement shall not be a waiver of any
subsequent default. Failure of either party to enforce
compliance with any term or condition of this Agreement shall not
constitute a waiver of such term or condition.
Section 7.10 Captions. Captions contained in this
Agreement are for reference purposes only and are not part of
this Agreement.
Section 7.11 Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall
be deemed an original.
Section 7.12 Severability. If any provision of this
Agreement is held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.
Section 7.13 Amendment. No amendment, modification or
waiver in respect of this Agreement will be effective unless in
writing and executed by each of the parties.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed as of the date first above written by their
respective officers hereunto duly authorized.
FEDERATED SERVICES COMPANY
By:/s/ Thomas P. Schmitt
Name: Thomas P. Schmitt
Title: Assistant Vice President
Attest: By:/s/ Jeannette Fisher-Garber
Name: Jeannette Fisher-Garber
Title:
CENTRAL BANK OF THE SOUTH
By:/s/ Jerry Goodson
Name: Jerry Goodson
Title: Vice President, Central Bank of
the South
Attest: By:David S. Neel, Jr.
Name: David S. Neel, Jr.
Title: Counsel
SCHEDULE A
CERTIFICATE OF AUTHORIZED INDIVIDUALS
April 26, 1994
Date
NAME, TITLE SIGNATURE, FACIMILE SIGNATURE
Jerry Goodson, President /s/ Jerry Goodson
Sue Hawkins, Manager /s/ Sue Hawkins
The undersigned hereby attest that they are officers of
____________________________and are duly authorized to and do so
designated the aforelisted individuals as Authorized Persons
under the Electronic Communications and Recordkeeping Agreement
between Institution and Federated Services Company this
designation to be effective as of ______________________.
By:/s/ Jerry Goodson
Name:Jerry Goodson
Title:President
By:
Name:
Title:
Exhibit 15(vi) under Form N-1A
Exhibit 1 under 601/Reg. S-K
EXHIBIT G
THE STARBURST FUNDS
The Starburst Money Market Fund
Investment Shares
The Plan is adopted by The Starburst Funds with respect to
the class of Shares of the portfolio of the Trust set forth
above.
In compensation for the services provided pursuant to this
Plan, FSC will be paid a monthly fee computed at the annual rate
of .25 of 1% of the average aggregate net asset value of the
Investment Shares of the The Starburst Money Market Fund held
during the month.
Witness the due execution hereof this 1st day of June,
1994.
THE STARBURST FUNDS
By:/s/ J. C. Donahue
President
