1933 Act File No. 33-36451
1940 Act File No. 811-6158
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. 7 X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF
1940 X
Amendment No. 10 X
SIGNET SELECT 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)
x on June 20, 1994 pursuant to paragraph (b)
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 November 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
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 SIGNET
SELECT FUNDS, which is comprised of seven portfolios, (1) U.S.
Government Income Fund (2) Maryland Municipal Bond Fund, (3)
Money Market Fund, (4) Treasury Money Market Fund, (5) Value
Equity Fund, and (6) Virginia Municipal Bond Fund, all of
which are offered in two separate classes of shares known as
Investment Shares and Trust Shares, and (7) Tax-Free Money
Market Fund, which does not currently offer separate classes
of shares, relates only to Tax-Free Money Market 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 (1-7) Cover Page.
Item 2. Synopsis (1-7) Summary of Fund Expenses.
Item 3. Condensed Financial
Information (1-6) Financial Highlights.
Item 4. General Description of
Registrant (1-7) General Information;
Investment Objective;
Investment Policies; Investment
Limitations.
Item 5. Management of the Fund (1-7) Signet Select Funds
Information; (1-7) Management
of the Trust; (1-7)
Distribution of Shares; (1-6)
Distribution Plan (Investment
Shares only); (7) Distribution
Plan; (1-7) Administration of
the Fund; (1-6) Expenses of the
Fund and Shares; (7) Expenses
of the Fund.
Item 6. Capital Stock and Other
Securities (1-7) Dividends; Capital Gains;
Shareholder Information;
Voting Rights; Massachusetts
Partnership Law; Tax
Information; Federal
Income Tax.
Item 7. Purchase of Securities Being
Offered (1-7) Net Asset Value; (1-6)
Investing in Shares; (7)
Investing in the Fund; (1-7)
Share Purchases; (1-7) Minimum
Investment Required; (1-7) What
Shares Cost; (1-7) Certificates
and Confirmations; (1-6)
Exchange Privilege (Investment
Shares Only); (7) Exchange
Privilege.
Item 8. Redemption or Repurchase (1-7) Redeeming Shares; (1-7)
By Telephone; (1-7) By Mail; (1-
6) Redemption Fee (Investment
Shares Only); (7) Contingent
Deferred Sales Charge; (1-6)
Redemption Before Purchase
Instruments Clear; (1-7)
Systematic Withdrawal Program
(Investment Shares only); (7)
Systematic Withdrawal Program.
Item 9. Pending Legal Proceedings None.
PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL
INFORMATION.
Item 10. Cover Page (1-7) Cover Page.
Item 11. Table of Contents (1-7) Table of Contents.
Item 12. General Information and
History (1-7) General Information About
the Trust.
Item 13. Investment Objectives and
Policies (1-7) Investment Objective and
Policies.
Item 14. Management of the Fund (1-7) Signet Select Funds
Management.
Item 15. Control Persons and Principal
Holders of Securities Not Applicable.
Item 16. Investment Advisory and Other
Services (1-7) Investment Advisory
Services; Administrative
Services.
Item 17. Brokerage Allocation (1-6) Brokerage Transactions.
Item 18. Capital Stock and Other
Securities Not applicable.
Item 19. Purchase, Redemption and
Pricing of Securities Being
Offered (1-6) Purchasing Shares; (1-7)
Determining Net Asset Value; (1-
6) Redeeming Shares; (1-6)
Exchange Privilege (Investment
Shares only).
Item 20. Tax Status (1-7) Tax Status.
Item 21. Underwriters (1-6) Distribution Plan
(Investment Shares only); (7)
Distribution Plan.
Item 22. Calculation of Performance
Data (1-7) Performance Comparisons.
Item 23. Financial Statements (1-6) Financial Statements; (7)
To be filed by amendment.
Part A and B are incorporated by reference to Registrant's
Post-Effective Amendment No. 6 filed on April 21, 1994. (File
Nos. 33-36451 and 811-6158)
PART C. OTHER INFORMATION.
Item 24. Financial Statements and Exhibits:
(a) Financial Statements (to be filed by amendment)
(b) Exhibits:
(1) (i)Copy of Declaration of Trust of the
Registrant; (7)
(ii) Copy of Amendment No. 1, dated
September 20, 1990, to the Declaration of
Trust;(2)
(iii) Copy of Amendment No. 2, dated
November 14, 1991, to the Declaration of
Trust;(5)
(iv) Conformed copy of Amend No. 5
, dated May 27, 1994, to the Declaration
of Trust;+
(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 (8);
(5) Conformed copy of Investment Advisory Contract
of the Registrant;+
(6) Conformed copy of Exhibit D to Distributor's
Contract of the Registrant;+
(7) Not applicable;
+ All exhibits have been filed electronically.
(1) Response is incorporated by reference to Registrant's Initial
Registration Statement on Form N-1A filed August 24, 1990.
(File No. 33-36451 and 811-6158).
(2) Response is incorporated by reference to Registrant's Pre-
Effective Amendment No. 3 and Amendment No. 3 to its
Registration Statement on Form N-1A filed October 9, 1990.
(File Nos. 33-36451 and 811-6158).
(3) Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 1 and Amendment No. 4 to its
Registration Statement on Form N-1A filed on May 9, 1991.
(File Nos. 33-36451 and 811-6158).
(4) Response is incorporated by reference to the Registrant's
Post-Effective Amendment No. 2 and Amendment No. 5 to its
Registration Statement on Form N-1A filed on October 9, 1991.
(File Nos. 33-36451 and 811-6158).
(5) Response is incorporated by reference to the Registrant's
Post-Effective Amendment No. 3 and Amendment No. 6 to its
Registration Statement on Form N-1A filed on December 2,
1991. (File Nos. 33-36451 and 811-6158).
(6) Response is incorporated by reference to the
Registrant's Post-Effective Amendment No. 4 and Amendment No.
7 to its Registration Statement on Form N-1A filed December
1, 1992. (File Nos. 33-36451 and 811-6158)
(7) Response is incorporated by reference to the
Registrant's Post-Effective Amendment No. 5 and Amendment No.
8 to its Registration Statement on Form N-1A filed November
24, 1993. (File Nos. 33-36451 and 811-6158)
(8) Response in incorporated by reference to Registrant's
Post-Effective Amendment No. 6 and Amendment No. 9 to its
Registration Statement on Form N-1A filed April 21, 1994.
(File Nos. 33-36451 and 811-6158)
(8) Conformed copy of Custodian Agreement of the
Registrant;+
(9) Conformed copy of Transfer Agency and Service
Agreement (Fund Accounting and Shareholder
Recordkeeping) of the Registrant;+
(10) Copy of Opinion and Consent of Counsel as
to legality of shares being registered;(2)
(11) (i)Copy of Consent of Independent
Auditors;(7)
(ii) Opinions of Special Tax
Counsel;(2)
(12) Not applicable;
(13) Copy of Initial Capital Understanding;(2)
(14) Not applicable;
(15) (i)Copy of Amendment No. 1 to Exhibit A
of the Distribution Plan;+
(ii) Copy of Amendment No. 1 to Fee
Schedule for 12b-1 Agreement;+
(iii) Form of Administrative
Services Agreement;+
(16) Schedule for Computation of Fund
Performance Data;(3)
(17) Power of Attorney;(6)
(18) Not applicable.
+ All exhibits have been filed electronically.
(1) Response is incorporated by reference to Registrant's Initial
Registration Statement on Form N-1A filed August 24, 1990.
(File No. 33-36451 and 811-6158).
(2) Response is incorporated by reference to Registrant's Pre-
Effective Amendment No. 3 and Amendment No. 3 to its
Registration Statement on Form N-1A filed October 9, 1990.
(File Nos. 33-36451 and 811-6158).
(3) Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 1 and Amendment No. 4 to its
Registration Statement on Form N-1A filed on May 9, 1991.
(File Nos. 33-36451 and 811-6158).
(4) Response is incorporated by reference to the Registrant's
Post-Effective Amendment No. 2 and Amendment No. 5 to its
Registration Statement on Form N-1A filed on October 9, 1991.
(File Nos. 33-36451 and 811-6158).
(5) Response is incorporated by reference to the Registrant's
Post-Effective Amendment No. 3 and Amendment No. 6 to its
Registration Statement on Form N-1A filed on December 2,
1991. (File Nos. 33-36451 and 811-6158).
(6) Response is incorporated by reference to the
Registrant's Post-Effective Amendment No. 4 and Amendment No.
7 to its Registration Statement on Form N-1A filed December
1, 1992. (File Nos. 33-36451 and 811-6158)
(7) Response is incorporated by reference to the
Registrant's Post-Effective Amendment No. 5 and Amendment No.
8 to its Registration Statement on Form N-1A filed November
24, 1993. (File Nos. 33-36451 and 811-6158)
(8) Response in incorporated by reference to Registrant's
Post-Effective Amendment No. 6 and Amendment No. 9 to its
Registration Statement on Form N-1A filed April 21, 1994.
(File Nos. 33-36451 and 811-6158)
Item 25. Persons Controlled by or Under Common Control with
Registrant:
No persons are controlled by the Registrant.
Item 26. Number of Holders of Securities:
Number of Record Holders
Title of Class as of April 8, 1994
Shares of beneficial interest U.S. Government Income
Fund
- Trust Shares 4
U.S. Government Income
Fund
- Investment Shares4290
Maryland Municipal Bond
Fund
- Trust Shares 4
Maryland Municipal Bond
Fund
- Investment Shares1,089
Money Market Fund
- Trust Shares 4
Money Market Fund
- Investment Shares102
Treasury Money Market Fund
- Trust Shares 8
Treasury Money Market Fund
- Investment Shares 36
Value Equity Fund
- Trust Shares 5
Value Equity Fund
- Investment Shares2,386
Virginia Municipal Bond
Fund
- Trust Shares 4
Virginia Municipal Bond
Fund
- Investment Shares1,707
Item 27. Indemnification: (1.)
Item 28. Business and Other Connections of Investment Adviser:
(a) For a description of the other business of Signet
Asset Management, the investment adviser, see the section
entitled "Signet Select Funds Information - Management of
Signet Select Funds" in Part A.
(1) Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 1 and Amendment No. 4 to its
Registration Statement on Form N-1A filed on May 9, 1991.
(File Nos. 33-36451 and 811-6158).
(3) Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 1 and Amendment No. 4 to its
Registration Statement on Form N-1A filed on May 9, 1991.
(File Nos. 33-36451 and 811-6158).
(6) Response is incorporated by reference to the
Registrant's Post-Effective Amendment No. 4 and Amendment No.
7 to its Registration Statement on Form N-1A filed December
1, 1992. (File Nos. 33-36451 and 811-6158)
The Officers of the investment adviser are:
Other Substantial
Positions with Business, Profession,
Name the Adviser Vocation or Employment
Leslie P. Hunter President
Raymond E. Williams, Jr. Senior Vice
President
Frank Pipino Senior Vice President
Joe Rose Vice President
Bob Perrin Vice President
Betty Speegle Vice President
David E. Buffington Vice President
Joe Stork Vice President
Nancy Koble Trust Officer
Margaret M. Lynch Assistant Vice President
Tim Maris Assistant Vice President
Aleen Easterling Vice President
Deitra Mitchell Assistant Vice President
Eugenia Freiburger Vice President
Patty Holder Assistant Vice President
Ray Baker Assistant Vice President
Tucker Henley Assistant Vice President
C. Lunsford Johnson Assistant Vice President
Charlotte Harris Vice President
Beth King Trust Officer
Bill Petroff Vice President
Darlene Parrish Trust Finance Officer
Gregory Weirich Vice President
Cynthia Wright Assistant Vice President
Jerry Weaks Vice President
Jim Carscaddon Assistant Vice President
Tom Francy Vice President
Pegram Johnson Vice President
DIRECTORS
Name
David K. Hunt
Leslie P. Hunter
Wallace B. Millner, III
T. Gaylon Layfield, III
Stewart P. McEntee
John F. Vogel
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: A.T. Ohio Municipal Money Fund; 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; FT Series, Inc.;
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;
Financial Reserves 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;
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; 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 President,
Federated Investors Tower President, and Treasurer, Treasurer,
Pittsburgh, PA 15222-3779 Federated Securities and 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
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
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
(1) (2) (3)
Name and Principal Positions and Offices Positions and
Offices
Business Address With Underwriter With
Registrant
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
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
(1) (2) (3)
Name and Principal Positions and Offices Positions and
Offices
Business Address With Underwriter With
Registrant
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: (1.)
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 furnish each person
to whom a prospectus is delivered with a copy of the
Registrant's latest annual report to shareholders,
upon request and without charge.
Registrant hereby undertakes to file a post-effective
amendment on behalf of Signet Select Tax-Free Money
Market Fund, using financial statements which need not
be certified, within four to six months of the effective
date of Registrant's 1933 Act Registration Statement.
(1) Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 1 and Post-Effective Amendment No. 4
to its Registration Statement on Form N-1A filed on May 9,
1991. (File Nos. 33-36451 and 811-6158).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940, the Registrant, SIGNET
SELECT FUNDS, certifies that it meets all of the requirements
for effectiveness of this Amendment to its Registration
Statement pursuant to Rule 485(b) under the Securities Act of
1933 and 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 20th day of June, 1994.
SIGNET SELECT FUNDS
BY: /s/C. Grant Anderson
C. Grant Anderson, Assistant Secretary
Attorney in Fact for John F. Donahue
June 20, 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 June 20,
1994
ASSISTANT SECRETARY For the Persons
Listed Below
NAME TITLE
John F. Donahue* Chairman and Trustee
(Chief Executive Officer)
Edward C. Gonzales* President, Treasurer, and
Trustee (Principal
Financial and
Accounting Officer)
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 1(iv) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SIGNET SELECT FUNDS
Amendment No. 5
DECLARATION OF TRUST
dated June 20, 1990
THIS Declaration of Trust is amended as follows:
Strike the first paragraph of Section 5 of Article III
from the Declaration of Trust and substitute in its place
the following:
"Section 5. Establishment and Designation of Series
or Class.
Without limiting the authority of the Trustees set
forth in Article XII, Section 8, inter alia, to
establish and designate any additional series or class
or to modify the rights and preferences of any
existing Series or Class, the initial series shall be,
and are established and designated as:
Maryland Municipal Bond Fund
Investment Shares
Trust Shares
Money Market Fund
Investment Shares
Trust Shares
Tax-Free Money Market Fund
Treasury Money Market Fund
Investment Shares
Trust Shares
U.S. Government Income Fund
Investment Shares
Trust Shares
Value Equity Fund
Investment Shares
Trust Shares
Virginia Municipal Bond Fund
Investment Shares
Trust Shares"
The undersigned Assistant Secretary of Signet Select
Funds hereby certifies that the above stated Amendment is a
true and correct Amendment to the Declaration of Trust, as
adopted by the Board of Trustees on the 19th day of May,
1994.
WITNESS the due execution hereof this 27th day of May,
1994.
/s/ C. Grant Anderson
C. Grant Anderson
Assistant Secretary
Exhibit 5 under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
EXHIBIT G
to Investment Advisory Contract
TAX-FREE MONEY MARKET FUND
For all services rendered by Adviser hereunder, the Trust
shall pay to Adviser and Adviser agrees to accept as full
compensation for all services rendered hereunder, an annual
investment advisory fee equal to .50of 1% of the average daily
net assets of the Fund.
The fee shall be accrued daily at the rate of 1/365th of
.50of 1% applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this 1st day of June,
1994.
Attest: SIGNET TRUST COMPANY
/s/ Pauline Tracey By: /s/ Leslie P. Hunter
Secretary President
Attest: SIGNET SELECT FUNDS
/s/ C. Grant Anderson By: /s/ J. C. Donahue
Assistant Secretary Vice President
-1-
Exhibit 6 under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
Exhibit D
to Distributor's Contract
SIGNET SELECT FUNDS
Tax-Free Money Market Fund
The following provisions are hereby incorporated and made
part of the Distributor's Contract dated the 12th day of
October, 1990, between Signet Select Funds and Federated
Securities Corp. with respect to the Classes of the Funds set
forth above:
1. The Trust hereby appoints FSC to select a group of
brokers ("Brokers") to sell shares of the above-listed series
and Classes ("Shares"), at the current offering price thereof as
described and set forth in the prospectuses of the Trust, and to
render administrative support services to the Trust and its
shareholders. In addition, the Trust hereby appoints FSC 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. FSC will enter into separate written agreements with
various firms to provide the services set forth in Paragraph 1
herein. During the term of this Agreement, the Trust will
reimburse FSC for payments made by FSC to obtain services
pursuant to this Agreement, a monthly fee computed at the annual
rate of up to .35% of the average aggregate net asset value of
the Investment Shares 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. The fees paid hereunder shall be in an amount
equal to the aggregate amount of periodic fees paid by FSC to
Brokers and Administrators pursuant to Paragraph 4 herein.
4. 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 the Trust's Board of
Trustees.
5. FSC will prepare reports to the Board of Trustees of
the Trust on a quarterly basis showing amounts paid to the
various firms and the purpose for such payments.
6. In the event any amendment to this Agreement materially
increases the fees set forth in Paragraph 3, such amendment must
be approved by a vote of a majority of the outstanding voting
securities of the appropriate Fund or Class.
In consideration of the mutual covenants set forth in the
Distributor's Contract dated October 12, 1990 between Signet
Select Funds and Federated Securities Corp., Signet Select Funds
executes and delivers this Exhibit on behalf of the Funds and
Classes first set forth in this Exhibit.
Witness the due execution hereof this 1st day of June,
1994.
ATTEST: SIGNET SELECT FUNDS
/s/ John W. McGonigle By:/s/ E. C. Gonzales
Secretary President
(SEAL)
ATTEST:
FEDERATED SECURITIES CORP.
/s/ S. Elliott Cohan By:/s/ John A. Staley, IV
Secretary Executive Vice President
(SEAL)
Exhibit 8 under Form N-1A
Exhibit 10 under 601/Reg. S-K
CUSTODIAN CONTRACT
Between
SIGNET SELECT FUNDS
and
SIGNET TRUST COMPANY
TABLE OF CONTENTS
Page
1. Employment of Custodian and Property to be Held by It............ 1
2. Duties of the Custodian With Respect to Property
of the Funds Held by the
Custodian............................... 1
2.1 Holding
Securities........................................ 1
2.2 Delivery of
Securities.................................... 2
2.3 Registration of
Securities................................ 4
2.4 Bank
Accounts............................................. 4
2.5 Payments for
Shares....................................... 4
2.6 Availability of Federal
Funds............................. 4
2.7 Collection of
Income...................................... 5
2.8 Payment of Fund
Moneys.................................... 5
2.9 Liability for Payment in Advance of
Receipt of Securities
Purchased........................... 6
2.10 Payments for Repurchases or Redemptions
of Shares of a
Fund....................................... 6
2.11 Appointment of
Agents..................................... 6
2.12 Deposit of Fund Assets in Securities
System............... 7
2.13 Segregated
Account........................................ 8
2.14 Joint Repurchase
Agreements............................... 8
2.15 Ownership Certificates for Tax
Purposes................... 8
2.16
Proxies................................................... 9
2.17 Communications Relating to Fund Portfolio
Securities...... 9
2.18 Proper
Instructions....................................... 9
2.19 Actions Permitted Without Express
Authority............... 9
2.20 Evidence of
Authority.....................................10
3. Duties of Custodian with Respect to the Books of Account
and
Regulatory
Reporting.............................................10
4.
Records.......................................................
...10
5. Opinion of Funds'
Auditors.......................................11
6. Reports to Trust by
Auditors.....................................11
7. Compensation of
Custodian........................................11
8. Responsibility of
Custodian......................................11
9. Effective Period, Termination and
Amendment......................13
10. Successor
Custodian..............................................13
11. Interpretive and Additional
Provisions...........................14
12. Massachusetts Law to
Apply.......................................14
13.
Notices.......................................................
...14
14.
Counterparts..................................................
...14
15. Limitations of
Liability.........................................15
CUSTODIAN CONTRACT
This Contract between SIGNET SELECT FUNDS, (the
"Trust"), a Massachusetts business trust, on behalf of the
portfolios (hereinafter collectively called the "Funds" and
individually referred to as a "Fund") of the Trust, organized
and existing under the laws of the Commonwealth of
Massachusetts, having its principal place of business at
Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-
3779, and SIGNET TRUST COMPANY, a wholly-owned subsidiary of
Signet Banking Corporation, having its principal place of
business at 7 North 8th Street, Richmond, Virginia 23219,
hereinafter called the "Custodian",
WITNESSETH: That in consideration of the mutual
covenants and agreements hereinafter contained, the parties
hereto agree as follows:
1. Employment of Custodian and Property to be Held by It.
The Trust hereby employs the Custodian as the custodian
of the assets of each of the Funds of the Trust. Except as
otherwise expressly provided herein, the securities and other
assets of each of the Funds shall be segregated from the
assets of each of the other Funds and from all other persons
and entities. The Trust will deliver to the Custodian all
securities and cash owned by the Funds and all payments of
income, payments of principal or capital distributions
received by them with respect to all securities owned by the
Funds from time to time, and the cash consideration received
by them for shares ("Shares") of beneficial interest of the
Funds as may be issued or sold from time to time. The
Custodian shall not be responsible for any property of the
Funds held or received by the Funds and not delivered to the
Custodian.
Upon receipt of "Proper Instructions" (within the
meaning of Section 2.18), the Custodian shall from time to
time employ one or more sub-custodians upon the terms
specified in the Proper Instructions, provided that the
Custodian shall have no more or less responsibility or
liability to the Trust or any of the Funds on account of any
actions or omissions of any sub-custodian so employed than any
such sub-custodian has to the Custodian.
2. Duties of the Custodian With Respect to Property of the
Funds Held by the Custodian.
2.1 Holding Securities. The Custodian shall hold and
physically segregate for the account of each Fund all non-
cash property, including all securities owned by each
Fund, other than securities which are maintained pursuant
to Section 2.12 in a clearing agency which acts as a
securities depository or in a book-entry system
authorized by the U.S. Department of the Treasury,
collectively referred to herein as "Securities System",
or securities which are subject to a joint repurchase
agreement with affiliated funds pursuant to Section 2.14.
The Custodian shall maintain records of all receipts,
deliveries and locations of such securities, together
with a current inventory thereof, and shall conduct
periodic physical inspections of certificates
representing stocks, bonds and other securities held by
it under this Contract in such manner as the Custodian
shall determine from time to time to be advisable in
order to verify the accuracy of such inventory. With
respect to securities held by any agent appointed
pursuant to Section 2.11 hereof, and with respect to
securities held by any sub-custodian appointed pursuant
to Section 1 hereof, the Custodian may rely upon
certificates from such agent as to the holdings of such
agent and from such sub-custodian as to the holdings of
such sub-custodian, it being understood that such
reliance in no way relieves the Custodian of its
responsibilities under this Contract. The Custodian will
promptly report to the Trust the results of such
inspections, indicating any shortages or discrepancies
uncovered thereby, and take appropriate action to remedy
any such shortages or discrepancies.
2.2 Delivery of Securities. The Custodian shall release and
deliver securities owned by a Fund held by the Custodian
or in a Securities System account of the Custodian only
upon receipt of Proper Instructions, which may be
continuing instructions when deemed appropriate by the
parties, and only in the following cases:
(1) Upon sale of such securities for the account of a
Fund and receipt of payment therefor;
(2) Upon the receipt of payment in connection with any
repurchase agreement related to such securities
entered into by the Trust;
(3) In the case of a sale effected through a Securities
System, in accordance with the provisions of Section
2.12 hereof;
(4) To the depository agent in connection with tender
or other similar offers for portfolio securities of a
Fund, in accordance with the provisions of Section
2.17 hereof;
(5) To the issuer thereof or its agent when such
securities are called, redeemed, retired or otherwise
become payable; provided that, in any such case, the
cash or other consideration is to be delivered to the
Custodian;
(6) To the issuer thereof, or its agent, for transfer
into the name of a Fund or into the name of any
nominee or nominees of the Custodian or into the name
or nominee name of any agent appointed pursuant to
Section 2.11 or into the name or nominee name of any
sub-custodian appointed pursuant to Section 1; or for
exchange for a different number of bonds,
certificates or other evidence representing the same
aggregate face amount or number of units; provided
that, in any such case, the new securities are to be
delivered to the Custodian;
(7) Upon the sale of such securities for the account of
a Fund, to the broker or its clearing agent, against
a receipt, for examination in accordance with "street
delivery custom"; provided that in any such case, the
Custodian shall have no responsibility or liability
for any loss arising from the delivery of such
securities prior to receiving payment for such
securities except as may arise from the Custodian's
own failure to act in accordance with the standard of
reasonable care or any higher standard of care
imposed upon the Custodian by any applicable law or
regulation if such above-stated standard of
reasonable care were not part of this Contract;
(8) For exchange or conversion pursuant to any plan of
merger, consolidation, recapitalization,
reorganization or readjustment of the securities of
the issuer of such securities, or pursuant to
provisions for conversion contained in such
securities, or pursuant to any deposit agreement;
provided that, in any such case, the new securities
and cash, if any, are to be delivered to the
Custodian;
(9) In the case of warrants, rights or similar
securities, the surrender thereof in the exercise of
such warrants, rights or similar securities or the
surrender of interim receipts or temporary securities
for definitive securities; provided that, in any such
case, the new securities and cash, if any, are to be
delivered to the Custodian;
(10) For delivery in connection with any loans of
portfolio securities of a Fund, but only against
receipt of adequate collateral in the form of (a)
cash, in an amount specified by the Trust, (b)
certificated securities of a description specified by
the Trust, registered in the name of the Fund or in
the name of a nominee of the Custodian referred to in
Section 2.3 hereof or in proper form for transfer, or
(c) securities of a description specified by the
Trust, transferred through a Securities System in
accordance with Section 2.12 hereof;
(11) For delivery as security in connection with any
borrowings requiring a pledge of assets by a Fund,
but only against receipt of amounts borrowed, except
that in cases where additional collateral is required
to secure a borrowing already made, further
securities may be released for the purpose;
(12) For delivery in accordance with the provisions of
any agreement among the Trust, the Custodian and a
broker-dealer registered under the Securities
Exchange Act of 1934, as amended, (the "Exchange
Act") and a member of The National Association of
Securities Dealers, Inc. ("NASD"), relating to
compliance with the rules of The Options Clearing
Corporation and of any registered national securities
exchange, or of any similar organization or
organizations, regarding escrow or other arrangements
in connection with transactions for a Fund;
(13) For delivery in accordance with the provisions of
any agreement among the Trust, the Custodian, and a
Futures Commission Merchant registered under the
Commodity Exchange Act, relating to compliance with
the rules of the Commodity Futures Trading Commission
and/or any Contract Market, or any similar
organization or organizations, regarding account
deposits in connection with transaction for a Fund;
(14) Upon receipt of instructions from the transfer
agent ("Transfer Agent") for a Fund, for delivery to
such Transfer Agent or to the holders of shares in
connection with distributions in kind, in
satisfaction of requests by holders of Shares for
repurchase or redemption; and
(15) For any other proper corporate purpose, but only
upon receipt of, in addition to Proper Instructions,
a certified copy of a resolution of the Executive
Committee of the Trust on behalf of a Fund signed by
an officer of the Trust and certified by its
Secretary or an Assistant Secretary, specifying the
securities to be delivered, setting forth the purpose
for which such delivery is to be made, declaring such
purpose to be a proper corporate purpose, and naming
the person or persons to whom delivery of such
securities shall be made.
2.3 Registration of Securities. Securities held by the
Custodian (other than bearer securities) shall be
registered in the name of a particular Fund or in the
name of any nominee of the Fund or of any nominee of the
Custodian which nominee shall be assigned exclusively to
the Fund, unless the Trust has authorized in writing the
appointment of a nominee to be used in common with other
registered investment companies affiliated with the Fund,
or in the name or nominee name of any agent appointed
pursuant to Section 2.11 or in the name or nominee name
of any sub-custodian appointed pursuant to Section 1.
All securities accepted by the Custodian on behalf of a
Fund under the terms of this Contract shall be in "street
name" or other good delivery form.
2.4 Bank Accounts. The Custodian shall open and maintain a
separate bank account or accounts in the name of the
Trust, subject only to draft or order by the Custodian
acting pursuant to the terms of this Contract, and shall
hold in such account or accounts, subject to the
provisions hereof, all cash received by it from or for
the account of the Trust, other than cash maintained in a
joint repurchase account with other affiliated funds
pursuant to Section 2.14 of this Contract or by a
particular Fund in a bank account established and used in
accordance with Rule 17f-3 under the Investment Company
Act of 1940, as amended, (the "1940 Act"). Funds held by
the Custodian for a Fund may be deposited by it to its
credit as Custodian in the Banking Department of the
Custodian or in such other banks or trust companies as it
may in its discretion deem necessary or desirable;
provided, however, that every such bank or trust company
shall be qualified to act as a custodian under the 1940
Act and that each such bank or trust company and the
funds to be deposited with each such bank or trust
company shall be approved by vote of a majority of the
Board of Trustees ("Board") of the Trust. Such funds
shall be deposited by the Custodian in its capacity as
Custodian for the Fund and shall be withdrawable by the
Custodian only in that capacity. If requested by the
Trust, the Custodian shall furnish the Trust, not later
than twenty (20) days after the last business day of each
month, an internal reconciliation of the closing balance
as of that day in all accounts described in this section
to the balance shown on the daily cash report for that
day rendered to the Trust.
2.5 Payments for Shares. The Custodian shall make such
arrangements with the Transfer Agent of each Fund, as
will enable the Custodian to receive the cash
consideration due to each Fund and will deposit into each
Fund's account such payments as are received from the
Transfer Agent. The Custodian will provide timely
notification to the Trust and the Transfer Agent of any
receipt by it of payments for Shares of the respective
Fund.
2.6 Availability of Federal Funds. Upon mutual agreement
between the Trust and the Custodian, the Custodian shall
make federal funds available to the Funds as of specified
times agreed upon from time to time by the Trust and the
Custodian in the amount of checks, clearing house funds,
and other non-federal funds received in payment for
Shares of the Funds which are deposited into the Funds'
accounts.
2.7 Collection of Income.
(1) The Custodian shall collect on a timely basis all
income and other payments with respect to registered
securities held hereunder to which each Fund shall be
entitled either by law or pursuant to custom in the
securities business, and shall collect on a timely
basis all income and other payments with respect to
bearer securities if, on the date of payment by the
issuer, such securities are held by the Custodian or
its agent thereof and shall credit such income, as
collected, to each Fund's custodian account. Without
limiting the generality of the foregoing, the
Custodian shall detach and present for payment all
coupons and other income items requiring presentation
as and when they become due and shall collect
interest when due on securities held hereunder. The
collection of income due the Funds on securities
loaned pursuant to the provisions of Section 2.2 (10)
shall be the responsibility of the Trust. The
Custodian will have no duty or responsibility in
connection therewith, other than to provide the Trust
with such information or data as may be necessary to
assist the Trust in arranging for the timely delivery
to the Custodian of the income to which each Fund is
properly entitled.
(2) The Trust shall promptly notify the Custodian
whenever income due on securities is not collected in
due course and will provide the Custodian with
monthly reports of the status of past due income.
The Trust will furnish the Custodian with a weekly
report of accrued/past due income for the fund. Once
an item is identified as past due and the Trust has
furnished the necessary claim documentation to the
Custodian, the Custodian will then initiate a claim
on behalf of the Trust. The Custodian will furnish
the Trust with a status report monthly unless the
parties otherwise agree.
2.8 Payment of Fund Moneys. Upon receipt of Proper
Instructions, which may be continuing instructions when
deemed appropriate by the parties, the Custodian shall
pay out moneys of each Fund in the following cases only:
(1) Upon the purchase of securities, futures contracts
or options on futures contracts for the account of a
Fund but only (a) against the delivery of such
securities, or evidence of title to futures
contracts, to the Custodian (or any bank, banking
firm or trust company doing business in the United
States or abroad which is qualified under the
Investment Company Act of 1940, as amended, to act as
a custodian and has been designated by the Custodian
as its agent for this purpose) registered in the name
of the Fund or in the name of a nominee of the
Custodian referred to in Section 2.3 hereof or in
proper form for transfer, (b) in the case of a
purchase effected through a Securities System, in
accordance with the conditions set forth in Section
2.12 hereof or (c) in the case of repurchase
agreements entered into between the Trust and any
other party, (i) against delivery of the securities
either in certificate form or through an entry
crediting the Custodian's account at the Federal
Reserve Bank with such securities or (ii) against
delivery of the receipt evidencing purchase for the
account of the Fund of securities owned by the
Custodian along with written evidence of the
agreement by the Custodian to repurchase such
securities from the Fund;
(2) In connection with conversion, exchange or
surrender of securities owned by a Fund as set forth
in Section 2.2 hereof;
(3) For the redemption or repurchase of Shares of a
Fund issued by the Trust as set forth in Section 2.10
hereof;
(4) For the payment of any expense or liability
incurred by a Fund, including but not limited to the
following payments for the account of the Fund:
interest; taxes; management, accounting, transfer
agent and legal fees; and operating expenses of the
Fund, whether or not such expenses are to be in whole
or part capitalized or treated as deferred expenses;
(5) For the payment of any dividends on Shares of a
Fund declared pursuant to the governing documents of
the Trust;
(6) For payment of the amount of dividends received in
respect of securities sold short;
(7) For any other proper purpose, but only upon receipt
of, in addition to Proper Instructions, a certified
copy of a resolution of the Executive Committee of
the Trust on behalf of a Fund signed by an officer
of the Trust and certified by its Secretary or an
Assistant Secretary, specifying the amount of such
payment, setting forth the purpose for which such
payment is to be made, declaring such purpose to be a
proper purpose, and naming the person or persons to
whom such payment is to be made.
2.9 Liability for Payment in Advance of Receipt of
Securities Purchased. In any and every case where
payment for purchase of securities for the account of a
Fund is made by the Custodian in advance of receipt of
the securities purchased, in the absence of specific
written instructions from the Trust to so pay in advance,
the Custodian shall be absolutely liable to the Fund for
such securities to the same extent as if the securities
had been received by the Custodian.
2.10 Payments for Repurchases or Redemptions of Shares of a
Fund. From such funds as may be available for the
purpose of repurchasing or redeeming Shares of a Fund,
but subject to the limitations of the Declaration of
Trust and any applicable votes of the Board of the Trust
pursuant thereto, the Custodian shall, upon receipt of
instructions from the Transfer Agent, make funds
available for payment to holders of shares of such Fund
who have delivered to the Transfer Agent a request for
redemption or repurchase of their shares including
without limitation through bank drafts, automated
clearinghouse facilities, or by other means. In
connection with the redemption or repurchase of Shares of
the Funds, the Custodian is authorized upon receipt of
instructions from the Transfer Agent to wire funds to or
through a commercial bank designated by the redeeming
shareholders.
2.11 Appointment of Agents. The Custodian may at any time or
times in its discretion appoint (and may at any time
remove) any other bank or trust company which is itself
qualified under the Investment Company Act of 1940, as
amended, and any applicable state law or regulation, to
act as a custodian, as its agent to carry out such of the
provisions of this Section 2 as the Custodian may from
time to time direct; provided, however, that the
appointment of any agent shall not relieve the Custodian
of its responsibilities or liabilities hereunder.
2.12 Deposit of Fund Assets in Securities System. The
Custodian may deposit and/or maintain securities owned by
the Funds in a clearing agency registered with the
Securities and Exchange Commission ("SEC") under Section
17A of the Exchange Act, which acts as a securities
depository, or in the book-entry system authorized by the
U.S. Department of the Treasury and certain federal
agencies, collectively referred to herein as "Securities
System" in accordance with applicable Federal Reserve
Board and SEC rules and regulations, if any, and subject
to the following provisions:
(1) The Custodian may keep securities of each Fund in a
Securities System provided that such securities are
represented in an account ("Account") of the
Custodian in the Securities System which shall not
include any assets of the Custodian other than assets
held as a fiduciary, custodian or otherwise for
customers;
(2) The records of the Custodian with respect to
securities of the Funds which are maintained in a
Securities System shall identify by book-entry those
securities belonging to each Fund;
(3) The Custodian shall pay for securities purchased
for the account of each Fund upon (i) receipt of
advice from the Securities System that such
securities have been transferred to the Account, and
(ii) the making of an entry on the records of the
Custodian to reflect such payment and transfer for
the account of the Fund. The Custodian shall
transfer securities sold for the account of a Fund
upon (i) receipt of advice from the Securities System
that payment for such securities has been transferred
to the Account, and (ii) the making of an entry on
the records of the Custodian to reflect such transfer
and payment for the account of the Fund. Copies of
all advices from the Securities System of transfers
of securities for the account of a Fund shall
identify the Fund, be maintained for the Fund by the
Custodian and be provided to the Trust at its
request. Upon request, the Custodian shall furnish
the Trust confirmation of each transfer to or from
the account of a Fund in the form of a written advice
or notice and shall furnish to the Trust copies of
daily transaction sheets reflecting each day's
transactions in the Securities System for the account
of a Fund.
(4) The Custodian shall provide the Trust with any
report obtained by the Custodian on the Securities
System's accounting system, internal accounting
control and procedures for safeguarding securities
deposited in the Securities System;
(5) The Custodian shall have received the initial
certificate, required by Section 9 hereof;
(6) Anything to the contrary in this Contract
notwithstanding, the Custodian shall be liable to the
Trust for any loss or damage to a Fund resulting from
use of the Securities System by reason of any
negligence, misfeasance or misconduct of the
Custodian or any of its agents or of any of its or
their employees or from failure of the Custodian or
any such agent to enforce effectively such rights as
it may have against the Securities System; at the
election of the Trust, it shall be entitled to be
subrogated to the rights of the Custodian with
respect to any claim against the Securities System or
any other person which the Custodian may have as a
consequence of any such loss or damage if and to the
extent that a Fund has not been made whole for any
such loss or damage.
(7) The authorization contained in this Section 2.12
shall not relieve the Custodian from using reasonable
care and diligence in making use of any Securities
System.
2.13 Segregated Account. The Custodian shall upon receipt of
Proper Instructions establish and maintain a segregated
account or accounts for and on behalf of each Fund, into
which account or accounts may be transferred cash and/or
securities, including securities maintained in an account
by the Custodian pursuant to Section 2.12 hereof, (i) in
accordance with the provisions of any agreement among the
Trust, the Custodian and a broker-dealer registered under
the Exchange Act and a member of the NASD (or any futures
commission merchant registered under the Commodity
Exchange Act), relating to compliance with the rules of
The Options Clearing Corporation and of any registered
national securities exchange (or the Commodity Futures
Trading Commission or any registered contract market), or
of any similar organization or organizations, regarding
escrow or other arrangements in connection with
transactions for a Fund, (ii) for purpose of segregating
cash or government securities in connection with options
purchased, sold or written for a Fund or commodity
futures contracts or options thereon purchased or sold
for a Fund, (iii) for the purpose of compliance by the
Trust or a Fund with the procedures required by any
release or releases of the SEC relating to the
maintenance of segregated accounts by registered
investment companies and (iv) for other proper corporate
purposes, but only, in the case of clause (iv), upon
receipt of, in addition to Proper Instructions, a
certified copy of a resolution of the Board or of the
Executive Committee signed by an officer of the Trust and
certified by the Secretary or an Assistant Secretary,
setting forth the purpose or purposes of such segregated
account and declaring such purposes to be proper
corporate purposes.
2.14 Joint Repurchase Agreements. Upon the receipt of Proper
Instructions, the Custodian shall deposit and/or maintain
any assets of a Fund and any affiliated funds which are
subject to joint repurchase transactions in an account
established solely for such transactions for the Fund and
its affiliated funds. For purposes of this Section 2.14,
"affiliated funds" shall include all investment companies
and their portfolios for which subsidiaries or affiliates
of Federated Investors serve as investment advisers,
distributors or administrators in accordance with
applicable exemptive orders from the SEC. The
requirements of segregation set forth in Section 2.1
shall be deemed to be waived with respect to such assets.
2.15 Ownership Certificates for Tax Purposes. The Custodian
shall execute ownership and other certificates and
affidavits for all federal and state tax purposes in
connection with receipt of income or other payments with
respect to securities of a Fund held by it and in
connection with transfers of securities.
2.16 Proxies. The Custodian shall, with respect to the
securities held hereunder, cause to be promptly executed
by the registered holder of such securities, if the
securities are registered otherwise than in the name of a
Fund or a nominee of a Fund, all proxies, without
indication of the manner in which such proxies are to be
voted, and shall promptly deliver to the Trust such
proxies, all proxy soliciting materials and all notices
relating to such securities.
2.17 Communications Relating to Fund Portfolio Securities.
The Custodian shall transmit promptly to the Trust all
written information (including, without limitation,
pendency of calls and maturities of securities and
expirations of rights in connection therewith and notices
of exercise of call and put options written by the Fund
and the maturity of futures contracts purchased or sold
by the Fund) received by the Custodian from issuers of
the securities being held for the Fund. With respect to
tender or exchange offers, the Custodian shall transmit
promptly to the Trust all written information received by
the Custodian from issuers of the securities whose tender
or exchange is sought and from the party (or his agents)
making the tender or exchange offer. If the Trust
desires to take action with respect to any tender offer,
exchange offer or any other similar transaction, the
Trust shall notify the Custodian in writing at least
three business days prior to the date on which the
Custodian is to take such action. However, the Custodian
shall nevertheless exercise its best efforts to take such
action in the event that notification is received three
business days or less prior to the date on which action
is required. For securities which are not held in
nominee name, the Custodian will act as a secondary
source of information and will not be responsible for
providing corporate action notification to the Trust.
2.18 Proper Instructions. Proper Instructions as used
throughout this Section 2 means a writing signed or
initialed by one or more person or persons as the Board
shall have from time to time authorized. Each such
writing shall set forth the specific transaction or type
of transaction involved. Oral instructions will be
considered Proper Instructions if the Custodian
reasonably believes them to have been given by a person
previously authorized in Proper Instructions to give such
instructions with respect to the transaction involved.
The Trust shall cause all oral instructions to be
confirmed in writing. Upon receipt of a certificate of
the Secretary or an Assistant Secretary as to the
authorization by the Board of the Trust accompanied by a
detailed description of procedures approved by the Board,
Proper Instructions may include communications effected
directly between electro-mechanical or electronic devices
provided that the Board and the Custodian are satisfied
that such procedures afford adequate safeguards for a
Fund's assets.
2.19 Actions Permitted Without Express Authority. The
Custodian may in its discretion, without express
authority from the Trust:
(1) make payments to itself or others for minor
expenses of handling securities or other similar
items relating to its duties under this Contract,
provided that all such payments shall be accounted
for to the Trust in such form that it may be
allocated to the affected Fund;
(2) surrender securities in temporary form for
securities in definitive form;
(3) endorse for collection, in the name of a Fund,
checks, drafts and other negotiable instruments; and
(4) in general, attend to all non-discretionary details
in connection with the sale, exchange, substitution,
purchase, transfer and other dealings with the
securities and property of each Fund except as
otherwise directed by the Trust.
2.20 Evidence of Authority. The Custodian shall be protected
in acting upon any instructions, notice, request,
consent, certificate or other instrument or paper
reasonably believed by it to be genuine and to have been
properly executed on behalf of a Fund. The Custodian may
receive and accept a certified copy of a vote of the
Board of the Trust as conclusive evidence (a) of the
authority of any person to act in accordance with such
vote or (b) of any determination of or any action by the
Board pursuant to the Declaration of Trust as described
in such vote, and such vote may be considered as in full
force and effect until receipt by the Custodian of
written notice to the contrary.
3. Duties of Custodian With Respect to the Books of Account
and Regulatory Reporting.
The Custodian shall cooperate with and supply necessary
information to the entity or entities appointed by the Board
of the Trust to keep the books of account of each Fund and
appointed to report on behalf of each Fund to the Board, the
SEC and other regulatory bodies.
4. Records.
The Custodian shall create and maintain all records
relating to its activities and obligations under this Contract
in such manner as will meet the obligations of the Trust and
the Funds under the 1940 Act, with particular attention to
Section 31 thereof and Rules 31a-1 and 31a-2 thereunder, and
specifically including identified cost records used for tax
purposes. All such records shall be the property of the Trust
and shall at all times during the regular business hours of
the Custodian be open for inspection by duly authorized
officers, employees or agents of the Trust and employees and
agents of the SEC. In the event of termination of this
Contract, the Custodian will deliver all such records to the
Trust, to a successor Custodian, or to such other person as
the Trust may direct. The Custodian shall supply daily to the
Trust a tabulation of securities owned by a Fund and held by
the Custodian and shall, when requested to do so by the Trust
and for such compensation as shall be agreed upon between the
Trust and the Custodian, include certificate numbers in such
tabulations. When requested by the Trust and for such
compensation as shall be agreed upon between the Trust and the
Custodian, this tabulation shall include certificate numbers.
In addition, the Custodian shall electronically transmit daily
to the Trust information pertaining to security trading and
other investment activity and all other cash activity of a
Fund.
5. Opinion of Funds' Independent Auditors.
The Custodian shall take all reasonable action, as the
Trust may from time to time request, to obtain from year to
year favorable opinions from each Fund's independent auditors
with respect to its activities hereunder in connection with
the preparation of the Fund's registration statement, periodic
reports, or any other reports to the SEC and with respect to
any other requirements of such Commission.
6. Reports to Trust by Independent Auditors.
The Custodian shall provide the Trust, at such times as
the Trust may reasonably require, with reports by independent
auditors for each Fund on the accounting system, internal
accounting control and procedures for safeguarding securities,
futures contracts and options on futures contracts, including
securities deposited and/or maintained in a Securities System,
relating to the services provided by the Custodian for the
Fund under this Contract; such reports shall be of sufficient
scope and in sufficient detail, as may reasonably be required
by the Trust, to provide reasonable assurance that any
material inadequacies would be disclosed by such examination
and, if there are no such inadequacies, the reports shall so
state.
7. Compensation of Custodian.
The Custodian shall be entitled to reasonable
compensation for its services and expenses as Custodian, as
agreed upon from time to time between the Trust and the
Custodian.
8. Responsibility of Custodian.
The Custodian shall be held to a standard of reasonable
care in carrying out the provisions of this Contract;
provided, however, that the Custodian shall be held to any
higher standard of care which would be imposed upon the
Custodian by any applicable law or regulation if such above
stated standard of reasonable care was not part of this
Contract. The Custodian shall be entitled to rely on and may
act upon advice of counsel (who may be counsel for the Trust)
on all matters, and shall be without liability for any action
reasonably taken or omitted pursuant to such advice, provided
that such action is not in violation of applicable federal or
state laws or regulations, and is in good faith and without
negligence. Subject to the limitations set forth in Section
15 hereof, the Custodian shall be kept indemnified by the
Trust but only from the assets of the Fund involved in the
issue at hand and be without liability for any action taken or
thing done by it in carrying out the terms and provisions of
this Contract in accordance with the above standards.
In order that the indemnification provisions contained
in this Section 8 shall apply, however, it is understood that
if in any case the Trust may be asked to indemnify or save the
Custodian harmless, the Trust shall be fully and promptly
advised of all pertinent facts concerning the situation in
question, and it is further understood that the Custodian will
use all reasonable care to identify and notify the Trust
promptly concerning any situation which presents or appears
likely to present the probability of such a claim for
indemnification. The Trust shall have the option to defend
the Custodian against any claim which may be the subject of
this indemnification, and in the event that the Trust so
elects it will so notify the Custodian and thereupon the Trust
shall take over complete defense of the claim, and the
Custodian shall in such situation initiate no further legal or
other expenses for which it shall seek indemnification under
this Section. The Custodian shall in no case confess any
claim or make any compromise in any case in which the Trust
will be asked to indemnify the Custodian except with the
Trust's prior written consent.
Notwithstanding the foregoing, the responsibility of the
Custodian with respect to redemptions effected by check shall
be in accordance with a separate Agreement entered into
between the Custodian and the Trust.
If the Trust requires the Custodian to take any action
with respect to securities, which action involves the payment
of money or which action may, in the reasonable opinion of the
Custodian, result in the Custodian or its nominee assigned to
a Fund being liable for the payment of money or incurring
liability of some other form, the Custodian may request the
Trust, as a prerequisite to requiring the Custodian to take
such action, to provide indemnity to the Custodian in an
amount and form satisfactory to the Custodian.
Subject to the limitations set forth in Section 15
hereof, the Trust agrees to indemnify and hold harmless the
Custodian and its nominee from and against all taxes, charges,
expenses, assessments, claims and liabilities (including
counsel fees) (referred to herein as authorized charges)
incurred or assessed against it or its nominee in connection
with the performance of this Contract, except such as may
arise from it or its nominee's own failure to act in
accordance with the standard of reasonable care or any higher
standard of care which would be imposed upon the Custodian by
any applicable law or regulation if such above-stated standard
of reasonable care were not part of this Contract. To secure
any authorized charges and any advances of cash or securities
made by the Custodian to or for the benefit of a Fund for any
purpose which results in the Fund incurring an overdraft at
the end of any business day or for extraordinary or emergency
purposes during any business day, the Trust hereby grants to
the Custodian a security interest in and pledges to the
Custodian securities held for the Fund by the Custodian, in an
amount not to exceed 10 percent of the Fund's gross assets,
the specific securities to be designated in writing from time
to time by the Trust or the Fund's investment adviser.
Should the Trust fail to make such designation, or should it
instruct the Custodian to make advances exceeding the
percentage amount set forth above and should the Custodian do
so, the Trust hereby agrees that the Custodian shall have a
security interest in all securities or other property
purchased for a Fund with the advances by the Custodian, which
securities or property shall be deemed to be pledged to the
Custodian, and the written instructions of the Trust
instructing their purchase shall be considered the requisite
description and designation of the property so pledged for
purposes of the requirements of the Uniform Commercial Code.
Should the Trust fail to cause a Fund to repay promptly any
authorized charges or advances of cash or securities, subject
to the provision of the second paragraph of this Section 8
regarding indemnification, the Custodian shall be entitled to
use available cash and to dispose of pledged securities and
property as is necessary to repay any such advances.
9. Effective Period, Termination and Amendment.
This Contract shall become effective as of its
execution, shall continue in full force and effect until
terminated as hereinafter provided, may be amended at any time
by mutual agreement of the parties hereto and may be
terminated by either party by an instrument in writing
delivered or mailed, postage prepaid to the other party, such
termination to take effect not sooner than sixty (60) days
after the date of such delivery or mailing; provided, however
that the Custodian shall not act under Section 2.12 hereof in
the absence of receipt of an initial certificate of the
Secretary or an Assistant Secretary that the Board of the
Trust has approved the initial use of a particular Securities
System as required in each case by Rule 17f-4 under the
Investment Company Act of 1940, as amended; provided further,
however, that the Trust shall not amend or terminate this
Contract in contravention of any applicable federal or state
regulations, or any provision of the Declaration of Trust and
further provided, that the Trust may at any time by action of
its Board (i) substitute another bank or trust company for the
Custodian by giving notice as described above to the
Custodian, or (ii) immediately terminate this Contract in the
event of the appointment of a conservator or receiver for the
Custodian by the Comptroller of the Currency or upon the
happening of a like event at the direction of an appropriate
regulatory agency or court of competent jurisdiction.
Upon termination of the Contract, the Trust shall pay to
the Custodian such compensation as may be due as of the date
of such termination and shall likewise reimburse the Custodian
for its costs, expenses and disbursements.
10. Successor Custodian.
If a successor custodian shall be appointed by the Board
of the Trust, the Custodian shall, upon termination, deliver
to such successor custodian at the office of the Custodian,
duly endorsed and in the form for transfer, all securities
then held by it hereunder for each Fund and shall transfer to
separate accounts of the successor custodian all of each
Fund's securities held in a Securities System.
If no such successor custodian shall be appointed, the
Custodian shall, in like manner, upon receipt of a certified
copy of a vote of the Board of the Trust, deliver at the
office of the Custodian and transfer such securities, funds
and other properties in accordance with such vote.
In the event that no written order designating a
successor custodian or certified copy of a vote of the Board
shall have been delivered to the Custodian on or before the
date when such termination shall become effective, then the
Custodian shall have the right to deliver to a bank or trust
company, which is a "bank" as defined in the 1940 Act, of its
own selection, having an aggregate capital, surplus, and
undivided profits, as shown by its last published report, of
not less than $100,000,000, all securities, funds and other
properties held by the Custodian and all instruments held by
the Custodian relative thereto and all other property held by
it under this Contract for each Fund and to transfer to
separate accounts of such successor custodian all of each
Fund's securities held in any Securities System. Thereafter,
such bank or trust company shall be the successor of the
Custodian under this Contract.
In the event that securities, funds and other properties
remain in the possession of the Custodian after the date of
termination hereof owing to
failure of the Trust to procure the certified copy of the vote
referred to or of the Board to appoint a successor custodian,
the Custodian shall be entitled to fair compensation for its
services during such period as the Custodian retains
possession of such securities, funds and other properties and
the provisions of this Contract relating to the duties and
obligations of the Custodian shall remain in full force and
effect.
11. Interpretive and Additional Provisions.
In connection with the operation of this Contract, the
Custodian and the Trust may from time to time agree on such
provisions interpretive of or in addition to the provisions of
this Contract as may in their joint opinion be consistent with
the general tenor of this Contract. Any such interpretive or
additional provisions shall be in a writing signed by both
parties and shall be annexed hereto, provided that no such
interpretive or additional provisions shall contravene any
applicable federal or state regulations or any provision of
the Declaration of Trust. No interpretive or additional
provisions made as provided in the preceding sentence shall be
deemed to be an amendment of this Contract.
12. Massachusetts Law to Apply.
This Contract shall be construed and the provisions
thereof interpreted under and in accordance with laws of The
Commonwealth of Massachusetts.
13. Notices.
Except as otherwise specifically provided herein,
Notices and other writings delivered or mailed postage prepaid
to the Trust at Federated Investors Tower, Pittsburgh,
Pennsylvania, 15222-3779, or to the Custodian at 7 North 8th
Street, Richmond, Virginia 23219, or to such other address as
the Trust or the Custodian may hereafter specify, shall be
deemed to have been properly delivered or given hereunder to
the respective address.
14. Counterparts.
This Contract may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original.
15. Limitations of Liability.
The Custodian is 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 and
liabilities assumed by the Trust and any Fund pursuant to this
Contract, including, without limitation, any obligation or
liability to indemnify the Custodian pursuant to Section 8
hereof, shall be limited in any case to the relevant Fund and
its assets and that the Custodian shall not seek satisfaction
of any such obligation from the shareholders of the relevant
Fund, from any other Fund or its shareholders or from the
Trustees, Officers, employees or agents of the Trust, or any
of them. In addition, in connection with the discharge and
satisfaction of any claim made by the Custodian against the
Trust, for whatever reasons, involving more than one Fund, the
Trust shall have the exclusive right to determine the
appropriate allocations of liability for any such claim
between or among the Funds.
IN WITNESS WHEREOF, each of the parties has caused this
instrument to be executed in its name and behalf by its duly
authorized representative and its seal to be hereunder affixed
as of the 1st day of October, 1992.
ATTEST: SIGNET SELECT FUNDS
/s/ C. Grant Anderson By /s/ J. C. Donahue
Assistant Secretary Vice President
ATTEST SIGNET TRUST COMPANY
/s/ Darlene C. Parrise By /s/Detra C. Mitchel
Assistant Secretary Vice President
-1-
Exhibit 15(iii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
Signet Select Funds
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement is made as of this
1st day of June, 1994, between Signet Select Funds, a
Massachusetts business trust (herein called the "Fund"), and
Federated Administrative Services, a Delaware business trust
(herein called "FAS").
WHEREAS, the Fund is a Massachusetts business trust
consisting of one or more portfolios, which operates as an open-
end management investment company and will so register under
the Investment Company Act of 1940; and
WHEREAS, the Fund desires to retain FAS as its
Administrator to provide it with administrative services, and
FAS is willing to render such services;
NOW, THEREFORE, in consideration of the premises and
mutual covenants set forth herein, the parties hereto agree as
follows:
1. Appointment of Administrator. The Fund hereby
appoints FAS as Administrator of the Fund on the terms and
conditions set forth in this agreement; and FAS hereby accepts
such appointment and agrees to perform the services and duties
set forth in Section 2 of this Agreement in consideration of
the compensation provided for in Section 4 hereof.
2. Services and Duties. As Administrator, and subject
to the supervision and control of the Fund's Board of Trustees,
FAS will provide facilities, equipment, and personnel to carry
out the following administrative services for operation of the
business and affairs of the Fund and each of its portfolios:
(a) prepare, file, and maintain the
Fund's governing documents and any amendments
thereto, including the Declaration of Trust (which
has already been prepared and filed), the By-laws
and minutes of meetings of Trustees and
shareholders.
(b) prepare and file with the
Securities and Exchange Commission and the
appropriate state securities authorities the
registration statements for the Fund and the Fund's
shares and all amendments thereto, reports to
regulatory authorities and shareholders,
prospectuses, proxy statements, and such other
documents all as may be necessary to enable the
Fund to make a continuous offering of its shares;
(c) prepare, negotiate, and
administer contracts on behalf of the Fund with,
among others, the Fund's investment adviser,
distributor, custodian, and transfer agent;
(d) supervise the Fund's custodian in
the maintenance of the Fund's general ledger and in
the preparation of the Fund's financial statements,
including oversight of expense accruals and
payments, of the determination of the net asset
value of the Fund and of the declaration and
payment of dividends and other distributions to
shareholders;
(e) calculate performance data of the
Fund for dissemination to information services
covering the investment company industry;
(f) prepare and file the Fund's tax
returns;
(g) examine and review the operations
of the Fund's custodian and transfer agent;
(h) coordinate the layout and
printing of publicly disseminated prospectuses and
reports;
(i) perform internal audit
examinations in accordance with a charter to be
adopted by FAS and the Fund;
(j) assist with the design,
development, and operation of the Fund;
(k) provide individuals reasonably
acceptable to the Fund's Board of Trustees for
nomination, appointment, or election as officers of
the Fund, who will be responsible for the
management of certain of the Fund's affairs as
determined by the Fund's Board of Trustees; and
(l) consult with the Fund and its
Board of Trustees on matters concerning the Fund
and its affairs.
The foregoing, along with any additional services
that FAS shall agree in writing to perform for the Fund
hereunder, shall hereafter be referred to as "Administrative
Services." Administrative Services shall not include any
duties, functions, or services to be performed for the Fund by
the Fund's investment adviser, distributor, custodian, or
transfer agent pursuant to their agreements with the Fund.
3. Expenses. FAS shall be responsible for expenses
incurred in providing office space, equipment, and personnel as
may be necessary or convenient to provide the Administrative
Services to the Fund, including the compensation of FAS
employees who serve as Trustees or Officers of the Fund. The
Fund shall be responsible for all other expenses incurred by
FAS on behalf of the Fund, including without limitation postage
and courier expenses, printing expenses, travel expenses,
registration fees, filing fees, fees of outside counsel and
independent auditors, insurance premiums, fees payable to
Trustees who are not FAS employees, and trade association dues.
4. Compensation. For the Administrative Services
provided, the Fund hereby agrees to pay and FAS hereby agrees
to accept as full compensation for its services rendered
hereunder an administrative fee at an annual rate per portfolio
of the Fund's shares, payable daily, as specified below:
Maximum Administrative Average Daily Net Assets
Fee of the Portfolios
.15% on the first $250 million
.125% on the next $250 million
.100% on the next $250 million
.075% on assets in excess of
$750 million
However, in no event shall the administrative fee received
during any year of this contract be less than, or be paid at a
rate less than would aggregate, $50,000, per portfolio for
portfolios developed prior to June 30, 1994 and $150,000 per
portfolio and $30,000 for each additional class for classes or
portfolios developed after June 30, 1994.
5. Responsibility of Administrator.
(a) FAS shall not be liable for any
error of judgment or mistake of law or for any loss
suffered by the Fund in connection with the matters
to which this Agreement relates, except a loss
resulting from willful misfeasance, bad faith or
gross negligence on its part in the performance of
its duties or from reckless disregard by it of its
obligations and duties under this Agreement. FAS
shall be entitled to rely on and may act upon
advice of counsel (who may be counsel for the Fund)
on all matters, and shall be without liability for
any action reasonably taken or omitted pursuant to
such advice. Any person, even though also an
officer, trustee, partner, employee or agent of
FAS, who may be or become an officer, trustee,
employee or agent of the Fund, shall be deemed,
when rendering services to the Fund or acting on
any business of the Fund (other than services or
business in connection with the duties of FAS
hereunder) to be rendering such services to or
acting solely for the Fund and not as an officer,
trustee, partner, employee or agent or one under
the control or direction of FAS even though paid by
FAS.
(b) FAS shall be kept indemnified by
the Fund and be without liability for any action
taken or thing done by it in performing the
Administrative Services in accordance with the
above standards. In order that the indemnification
provisions contained in this Section 5 shall apply,
however, it is understood that if in any case the
Fund may be asked to indemnify or save FAS
harmless, the Fund shall be fully and promptly
advised of all pertinent facts concerning the
situation in question, and it is further understood
that FAS will use all reasonable care to identify
and notify the Fund promptly concerning any
situation which presents or appears likely to
present the probability of such a claim for
indemnification against the Fund. The Fund shall
have the option to defend FAS against any claim
which may be the subject of this indemnification.
In the event that the Fund so elects, it will so
notify FAS and thereupon the Fund shall take over
complete defense of the claim, and FAS shall in
such situation initiate no further legal or other
expenses for which it shall seek indemnification
under this Section. FAS shall in no case confess
any claim or make any compromise in any case in
which the Fund will be asked to indemnify FAS
except with the Fund's written consent.
6. Duration and Termination.
(a) The initial term of this
Agreement shall commence on the date hereof, and
extend until July 1, 1999 ("Initial Term").
(b) During any term of this
Agreement, each time the Fund adds a portfolio not
existing on July 1, 1994 ("New Portfolio"), an
additional term shall commence on the first date
upon which the New Portfolio has sufficient average
daily net assets such that FAS will begin to earn a
sum not less than its minimum ("annualized")
administrative fee in connection with the New
Portfolio pursuant to the second paragraph of
Section 4 of this Agreement ("Additional Term").
Such Additional Term shall extend to the later to
occur of (i) the third anniversary of the
commencement of the Additional Term, or (ii) the
expiration of the Initial Term.
(c) During any term of this
Agreement, each time the Fund adds a class of
shares to any portfolio, an additional term ("Class
Term") shall commence on the later to occur of (i)
the first date upon which the relevant portfolio
has sufficient average daily net assets such that
FAS will begin to earn a sum not less than its
minimum ("annualized") administrative fee pursuant
to Section 4 of this Agreement, or (ii) the
effective date of the registration statement or
post-effective amendment registering the new class
of shares. Such Class Term shall extend to the
later to occur of (i) the third anniversary of the
commencement of the Class Term, or (ii) the
expiration of the Initial Term.
(d) Upon the expiration of any term,
this Agreement shall be automatically renewed each
year for an additional term of one year, unless
notice of termination has been delivered by either
party to the other no less than one year before the
beginning of any such additional term.
7. Amendment. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by
an instrument in writing signed by the party against which an
enforcement of the change, waiver, discharge or termination is
sought.
8. Limitations of Liability of Trustees or Officers,
Employees, Agents and Shareholders of the Fund. FAS is
expressly put on notice of the limitation of liability as set
forth in the Declaration of Trust and agrees that the
obligations assumed by the Fund pursuant to this Agreement
shall be limited in any case to the Fund and its assets and
that FAS shall not seek satisfaction of any such obligations
from the shareholders of the Fund, the Trustees, Officers,
Employees or Agents of the Fund, or any of them.
9. Limitations of Liability of Trustees and
Shareholders of FAS. The execution and delivery of this
Agreement have been authorized by the Trustees of FAS and
signed by an authorized officer of FAS, acting as such, and
neither such authorization by such Trustees nor such execution
and delivery by such officer shall be deemed to have been made
by any of them individually or to impose any liability on any
of them personally, and the obligations of this Agreement are
not binding upon any of the Trustees or shareholders of FAS,
but bind only the trust property of the Trust as provided in
the Declaration of Trust of FAS.
10. Notices. Notices of any kind to be given
hereunder shall be in writing (including facsimile
communication) and shall be duly given if delivered to the Fund
and to its investment adviser at the following address: Signet
Asset Management, 7 North Eighth Street, Richmond, Virginia
23219, Attention: Les Hunter and if delivered to
FAS at Federated Investors Tower, Pittsburgh, PA 15222-3779,
Attention: President.
11. Miscellaneous. The captions in this Agreement are
included for convenience of reference only and in no way define
or delimit any of the provisions hereof or otherwise affect
their construction or effect. If any provision of this
Agreement shall be held or made invalid by a court or
regulatory agency decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
Subject to the provisions of Section 5, hereof, this Agreement
shall be binding upon and shall insure to the benefit of the
parties hereto and their respective successors and shall be
governed by Pennsylvania law; 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.
12. Counterparts. This Agreement may be executed by
different parties on separate counterparts, each of which, when
so executed and delivered, shall be an original, and all such
counterparts shall together constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as
of the day and year first above written.
Signet Select Funds
By:
Attest:
Secretary
Federated Administrative Services
By:
Attest:
Secretary
-1-
Exhibit 15(i) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
AMENDMENT NO. 1
TO
EXHIBIT A
PLAN
PORTFOLIOS OF SIGNET SELECT FUNDS
SIGNET SELECT FUNDS (the "Trust") consists of the following
portfolios (the "Funds") and classes of shares (the "Classes")
effective as of the dates set forth below:
Name Date
Income Fund October 12, 1990
Investment Shares
Maryland Municipal Bond Fund October 12, 1990
Investment Shares
Money Market Fund October 12, 1990
Investment Shares
Treasury Money Market Fund October 12, 1990
Investment Shares
Value Equity Fund October 12, 1990
Investment Shares
Virginia Municipal Bond Fund October 12, 1990
Investment Shares
Tax-Free Money Market Fund June 1, 1994
Investment Shares
Exhibit 15(ii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
AMENDMENT NO. 1
TO FEE SCHEDULE FOR RULE 12b-1 AGREEMENT WITH
FEDERATED SECURITIES CORP.
June 1, 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
Income Fund
Investment Shares .25 of 1% Monthly
Maryland Municipal Bond Fund
Investment Shares .25 of 1% Monthly
Money Market Fund
Investment Shares .35 of 1% Monthly
Treasury Money Market Fund
Investment Shares .35 of 1% Monthly
Virginia Municipal Bond Fund
Investment Shares .25 of 1% Monthly
Value Equity Fund
Investment Shares .25 of 1% Monthly
Tax-Free Money Market Fund .35 of 1% Monthly
FSCO Services Providers Contract9 Page 1 May 25, 1994
Exhibit 9 under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
AGREEMENT
for
FUND ACCOUNTING,
SHAREHOLDER RECORDKEEPING,
and
CUSTODY SERVICES PROCUREMENT
AGREEMENT made as of the 1st day of December, 1993, by and between
those investment companies listed on Exhibit 1 as may be amended from
time to time, having their principal office and place of business at
Federated Investors Tower, Pittsburgh, PA 15222-3779 (the "Trust"), on
behalf of the portfolios (individually referred to herein as a "Fund" and
collectively as "Funds") of the Trust, and FEDERATED SERVICES COMPANY, a
Delaware business trust, having its principal office and place of
business at Federated Investors Tower, Pittsburgh, Pennsylvania 15222-
3779 (the "Company").
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended
(the "1940 Act"), with authorized and issued shares of capital stock or
beneficial interest ("Shares"); and
WHEREAS, the Trust wishes to retain the Company to provide certain
pricing, accounting and recordkeeping services for each of the Funds,
including any classes of shares issued by any Fund ("Classes"), and the
Company is willing to furnish such services; and
WHEREAS, the Trust desires to appoint the Company as its transfer
agent, dividend disbursing agent, and agent in connection with certain
other activities, and the Company desires to accept such appointment; and
WHEREAS, the Trust desires to appoint the Company as its agent to
select, negotiate and subcontract for custodian services from an approved
list of qualified banks and the Company desires to accept such
appointment; and
WHEREAS, from time to time the Trust may desire and may instruct the
Company to subcontract for the performance of certain of its duties and
responsibilities hereunder to State Street Bank and Trust Company or
another agent (the "Agent"); and
WHEREAS, the words Trust and Fund may be used interchangeably for
those investment companies consisting of only one portfolio;
NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, the parties
hereto agree as follows:
SECTION ONE: Fund Accounting.
Article 1. Appointment.
The Trust hereby appoints the Company to provide certain pricing and
accounting services to the Funds, and/or the Classes, for the period and
on the terms set forth in this Agreement. The Company accepts such
appointment and agrees to furnish the services herein set forth in return
for the compensation as provided in Article 3 of this Section.
Article 2. The Company and Duties.
Subject to the supervision and control of the Trust's Board of
Trustees or Directors ("Board"), the Company will assist the Trust with
regard to fund accounting for the Trust, and/or the Funds, and/or the
Classes, and in connection therewith undertakes to perform the following
specific services;
A. Value the assets of the Funds and determine the net asset value per
share of each Fund and/or Class, at the time and in the manner from
time to time determined by the Board and as set forth in the
Prospectus and Statement of Additional Information ("Prospectus")
of each Fund;
B. Calculate the net income of each of the Funds, if any;
C. Calculate capital gains or losses of each of the Funds resulting
from sale or disposition of assets, if any;
D. Maintain the general ledger and other accounts, books and financial
records of the Trust, including for each Fund, and/or Class, as
required under Section 31(a) of the 1940 Act and the Rules
thereunder in connection with the services provided by the Company;
E. Preserve for the periods prescribed by Rule 31a-2 under the 1940
Act the records to be maintained by Rule 31a-1 under the 1940 Act
in connection with the services provided by the Company. The
Company further agrees that all such records it maintains for the
Trust are the property of the Trust and further agrees to surrender
promptly to the Trust such records upon the Trust's request;
F. At the request of the Trust, prepare various reports or other
financial documents required by federal, state and other applicable
laws and regulations; and
G. Such other similar services as may be reasonably requested by the
Trust.
Article 3. Compensation and Allocation of Expenses.
A. The Funds will compensate the Company for its services rendered
pursuant to Section One of this Agreement in accordance with the
fees set forth on Fee Schedules A ("A1, A2, A3 etc..."), annexed
hereto and incorporated herein, as may be added or amended from
time to time. Such fees do not include out-of-pocket disbursements
of the Company for which the Funds shall reimburse the Company upon
receipt of a separate invoice. Out-of-pocket disbursements shall
include, but shall not be limited to, the items specified in
Schedules B ("B1, B2, B3, etc..."), annexed hereto and incorporated
herein, as may be added or amended from time to time. Schedules B
may be modified by the Company upon not less than thirty days'
prior written notice to the Trust.
B. The Fund and/or the Class, and not the Company, shall bear the cost
of: custodial expenses; membership dues in the Investment Company
Institute or any similar organization; transfer agency expenses;
investment advisory expenses; costs of printing and mailing stock
certificates, Prospectuses, reports and notices; administrative
expenses; interest on borrowed money; brokerage commissions; taxes
and fees payable to federal, state and other governmental agencies;
fees of Trustees or Directors of the Trust; independent auditors
expenses; Federated Administrative Services and/or Federated
Administrative Services, Inc. legal and audit department expenses
billed to Federated Services Company for work performed related to
the Trust, the Funds, or the Classes; law firm expenses; or other
expenses not specified in this Article 3 which may be properly
payable by the Funds and/or classes.
C. The Company will send an invoice to each of the Funds as soon as
practicable after the end of each month. Each invoice will provide
detailed information about the compensation and out-of-pocket
expenses in accordance with Schedules A and Schedules B. The Funds
and or the Classes will pay to the Company the amount of such
invoice within 30 days of receipt of the invoices.
D. Any compensation agreed to hereunder may be adjusted from time to
time by attaching to Schedules A revised Schedules dated and signed
by a duly authorized officer of the Trust and/or the Funds and a
duly authorized officer of the Company.
E. The fee for the period from the effective date of this Agreement
with respect to a Fund or a Class to the end of the initial month
shall be prorated according to the proportion that such period
bears to the full month period. Upon any termination of this
Agreement before the end of any month, the fee for such period
shall be prorated according to the proportion which such period
bears to the full month period. For purposes of determining fees
payable to the Company, the value of the Fund's net assets shall be
computed at the time and in the manner specified in the Fund's
Prospectus.
F. The Company, in its sole discretion, may from time to time
subcontract to, employ or associate with itself such person or
persons as the Company may believe to be particularly suited to
assist it in performing services under this Section One. Such
person or persons may be third-party service providers, or they may
be officers and employees who are employed by both the Company and
the Funds. The compensation of such person or persons shall be
paid by the Company and no obligation shall be incurred on behalf
of the Trust, the Funds, or the Classes in such respect.
SECTION TWO: Shareholder Recordkeeping.
Article 4. Terms of Appointment.
Subject to the terms and conditions set forth in this Agreement, the
Trust hereby appoints the Company to act as, and the Company agrees to
act as, transfer agent and dividend disbursing agent for each Fund's
Shares, and agent in connection with any accumulation, open-account or
similar plans provided to the shareholders of any Fund
("Shareholder(s)"), including without limitation any periodic investment
plan or periodic withdrawal program.
As used throughout this Agreement, a "Proper Instruction" means a
writing signed or initialed by one or more person or persons as the Board
shall have from time to time authorized. Each such writing shall set
forth the specific transaction or type of transaction involved. Oral
instructions will be deemed to be Proper Instructions if (a) the Company
reasonably believes them to have been given by a person previously
authorized in Proper Instructions to give such instructions with respect
to the transaction involved, and (b) the Trust, or the Fund, and the
Company promptly cause such oral instructions to be confirmed in writing.
Proper Instructions may include communications effected directly between
electro-mechanical or electronic devices provided that the Trust, or the
Fund, and the Company are satisfied that such procedures afford adequate
safeguards for the Fund's assets. Proper Instructions may only be
amended in writing.
Article 5. Duties of the Company.
The Company shall perform the following services in accordance with
Proper Instructions as may be provided from time to time by the Trust as
to any Fund:
A. Purchases
(1) The Company shall receive orders and payment for the purchase
of shares and promptly deliver payment and appropriate
documentation therefore to the custodian of the relevant Fund,
(the "Custodian"). The Company shall notify the Fund and the
Custodian on a daily basis of the total amount of orders and
payments so delivered.
(2) Pursuant to purchase orders and in accordance with the Fund's
current Prospectus, the Company shall compute and issue the
appropriate number of Shares of each Fund and/or Class and
hold such Shares in the appropriate Shareholder accounts.
(3) For certificated Funds and/or Classes, if a Shareholder or its
agent requests a certificate, the Company, as Transfer Agent,
shall countersign and mail by first class mail, a certificate
to the Shareholder at its address as set forth on the transfer
books of the Funds, and/or Classes, subject to any Proper
Instructions regarding the delivery of certificates.
(4) In the event that any check or other order for the purchase of
Shares of the Fund and/or Class is returned unpaid for any
reason, the Company shall debit the Share account of the
Shareholder by the number of Shares that had been credited to
its account upon receipt of the check or other order, promptly
mail a debit advice to the Shareholder, and notify the Fund
and/or Class of its action. In the event that the amount paid
for such Shares exceeds proceeds of the redemption of such
Shares plus the amount of any dividends paid with respect to
such Shares, the Fund and/the Class or its distributor will
reimburse the Company on the amount of such excess.
B. Distribution
(1) Upon notification by the Funds of the declaration of any
distribution to Shareholders, the Company shall act as
Dividend Disbursing Agent for the Funds in accordance with the
provisions of its governing document and the then-current
Prospectus of the Fund. The Company shall prepare and mail or
credit income, capital gain, or any other payments to
Shareholders. As the Dividend Disbursing Agent, the Company
shall, on or before the payment date of any such distribution,
notify the Custodian of the estimated amount required to pay
any portion of said distribution which is payable in cash and
request the Custodian to make available sufficient funds for
the cash amount to be paid out. The Company shall reconcile
the amounts so requested and the amounts actually received
with the Custodian on a daily basis. If a Shareholder is
entitled to receive additional Shares by virtue of any such
distribution or dividend, appropriate credits shall be made to
the Shareholder's account, for certificated Funds and/or
Classes, delivered where requested; and
(2) The Company shall maintain records of account for each Fund
and Class and advise the Trust, each Fund and Class and its
Shareholders as to the foregoing.
C. Redemptions and Transfers
(1) The Company shall receive redemption requests and redemption
directions and, if such redemption requests comply with the
procedures as may be described in the Fund Prospectus or set
forth in Proper Instructions, deliver the appropriate
instructions therefor to the Custodian. The Company shall
notify the Funds on a daily basis of the total amount of
redemption requests processed and monies paid to the Company
by the Custodian for redemptions.
(2) At the appropriate time upon receiving redemption proceeds
from the Custodian with respect to any redemption, the Company
shall pay or cause to be paid the redemption proceeds in the
manner instructed by the redeeming Shareholders, pursuant to
procedures described in the then-current Prospectus of the
Fund.
(3) If any certificate returned for redemption or other request
for redemption does not comply with the procedures for
redemption approved by the Fund, the Company shall promptly
notify the Shareholder of such fact, together with the reason
therefor, and shall effect such redemption at the price
applicable to the date and time of receipt of documents
complying with said procedures.
(4) The Company shall effect transfers of Shares by the registered
owners thereof.
(5) The Company shall identify and process abandoned accounts and
uncashed checks for state escheat requirements on an annual
basis and report such actions to the Fund.
D. Recordkeeping
(1) The Company shall record the issuance of Shares of each Fund,
and/or Class, and maintain pursuant to applicable rules of the
Securities and Exchange Commission ("SEC") a record of the
total number of Shares of the Fund and/or Class which are
authorized, based upon data provided to it by the Fund, and
issued and outstanding. The Company shall also provide the
Fund on a regular basis or upon reasonable request with the
total number of Shares which are authorized and issued and
outstanding, but shall have no obligation when recording the
issuance of Shares, except as otherwise set forth herein, to
monitor the issuance of such Shares or to take cognizance of
any laws relating to the issue or sale of such Shares, which
functions shall be the sole responsibility of the Funds.
(2) The Company shall establish and maintain records pursuant to
applicable rules of the SEC relating to the services to be
performed hereunder in the form and manner as agreed to by the
Trust or the Fund to include a record for each Shareholder's
account of the following:
(a) Name, address and tax identification number (and whether
such number has been certified);
(b) Number of Shares held;
(c) Historical information regarding the account, including
dividends paid and date and price for all transactions;
(d) Any stop or restraining order placed against the account;
(e) Information with respect to withholding in the case of a
foreign account or an account for which withholding is
required by the Internal Revenue Code;
(f) Any dividend reinvestment order, plan application,
dividend address and correspondence relating to the
current maintenance of the account;
(g) Certificate numbers and denominations for any Shareholder
holding certificates;
(h) Any information required in order for the Company to
perform the calculations contemplated or required by this
Agreement.
(3) The Company shall preserve any such records required to be
maintained pursuant to the rules of the SEC for the periods
prescribed in said rules as specifically noted below. Such
record retention shall be at the expense of the Company, and
such records may be inspected by the Fund at reasonable times.
The Company may, at its option at any time, and shall
forthwith upon the Fund's demand, turn over to the Fund and
cease to retain in the Company's files, records and documents
created and maintained by the Company pursuant to this
Agreement, which are no longer needed by the Company in
performance of its services or for its protection. If not so
turned over to the Fund, such records and documents will be
retained by the Company for six years from the year of
creation, during the first two of which such documents will be
in readily accessible form. At the end of the six year
period, such records and documents will either be turned over
to the Fund or destroyed in accordance with Proper
Instructions.
E. Confirmations/Reports
(1) The Company shall furnish to the Fund periodically the
following information:
(a) A copy of the transaction register;
(b) Dividend and reinvestment blotters;
(c) The total number of Shares issued and outstanding in each
state for "blue sky" purposes as determined according to
Proper Instructions delivered from time to time by the
Fund to the Company;
(d) Shareholder lists and statistical information;
(e) Payments to third parties relating to distribution
agreements, allocations of sales loads, redemption fees,
or other transaction- or sales-related payments;
(f) Such other information as may be agreed upon from time to
time.
(2) The Company shall prepare in the appropriate form, file with
the Internal Revenue Service and appropriate state agencies,
and, if required, mail to Shareholders, such notices for
reporting dividends and distributions paid as are required to
be so filed and mailed and shall withhold such sums as are
required to be withheld under applicable federal and state
income tax laws, rules and regulations.
(3) In addition to and not in lieu of the services set forth
above, the Company shall:
(a) Perform all of the customary services of a transfer
agent, dividend disbursing agent and, as relevant, agent
in connection with accumulation, open-account or similar
plans (including without limitation any periodic
investment plan or periodic withdrawal program),
including but not limited to: maintaining all
Shareholder accounts, mailing Shareholder reports and
Prospectuses to current Shareholders, withholding taxes
on accounts subject to back-up or other withholding
(including non-resident alien accounts), preparing and
filing reports on U.S. Treasury Department Form 1099 and
other appropriate forms required with respect to
dividends and distributions by federal authorities for
all Shareholders, preparing and mailing confirmation
forms and statements of account to Shareholders for all
purchases and redemptions of Shares and other confirmable
transactions in Shareholder accounts, preparing and
mailing activity statements for Shareholders, and
providing Shareholder account information; and
(b) provide a system which will enable the Fund to monitor
the total number of Shares of each Fund and/or Class sold
in each state ("blue sky reporting"). The Fund shall by
Proper Instructions (i) identify to the Company those
transactions and assets to be treated as exempt from the
blue sky reporting for each state and (ii) verify the
classification of transactions for each state on the
system prior to activation and thereafter monitor the
daily activity for each state. The responsibility of the
Company for each Fund's and/or Class's state blue sky
registration status is limited solely to the recording of
the initial classification of transactions or accounts
with regard to blue sky compliance and the reporting of
such transactions and accounts to the Fund as provided
above.
F. Other Duties
(1) The Company shall answer correspondence from Shareholders
relating to their Share accounts and such other correspondence
as may from time to time be addressed to the Company;
(2) The Company shall prepare Shareholder meeting lists, mail
proxy cards and other material supplied to it by the Fund in
connection with Shareholder Meetings of each Fund; receive,
examine and tabulate returned proxies, and certify the vote of
the Shareholders;
(3) The Company shall establish and maintain facilities and
procedures for safekeeping of stock certificates, check forms
and facsimile signature imprinting devices, if any; and for
the preparation or use, and for keeping account of, such
certificates, forms and devices.
Article 6. Duties of the Trust.
A. Compliance
The Trust or Fund assume full responsibility for the preparation,
contents and distribution of their own and/or their classes'
Prospectus and for complying with all applicable requirements of
the Securities Act of 1933, as amended (the "1933 Act"), the 1940
Act and any laws, rules and regulations of government authorities
having jurisdiction.
B. Share Certificates
The Trust shall supply the Company with a sufficient supply of
blank Share certificates and from time to time shall renew such
supply upon request of the Company. Such blank Share certificates
shall be properly signed, manually or by facsimile, if authorized
by the Trust and shall bear the seal of the Trust or facsimile
thereof; and notwithstanding the death, resignation or removal of
any officer of the Trust authorized to sign certificates, the
Company may continue to countersign certificates which bear the
manual or facsimile signature of such officer until otherwise
directed by the Trust.
C. Distributions
The Fund shall promptly inform the Company of the declaration of
any dividend or distribution on account of any Fund's shares.
Article 7. Compensation and Expenses.
A. Annual Fee
For performance by the Company pursuant to Section Two of this
Agreement, the Trust and/or the Fund agree to pay the Company an
annual maintenance fee for each Shareholder account as set out in
Schedules C ("C1, C2, C3 etc..."), attached hereto, as may be added
or amended from time to time. Such fees may be changed from time
to time subject to written agreement between the Trust and the
Company. Pursuant to information in the Fund Prospectus or other
information or instructions from the Fund, the Company may sub-
divide any Fund into Classes or other sub-components for
recordkeeping purposes. The Company will charge the Fund the fees
set forth on Schedule C for each such Class or sub-component the
same as if each were a Fund.
B. Reimbursements
In addition to the fee paid under Article 7A above, the Trust
and/or Fund agree to reimburse the Company for out-of-pocket
expenses or advances incurred by the Company for the items set out
in Schedules D ("D1, D2, D3 etc..."), attached hereto, as may be
added or amended from time to time. In addition, any other
expenses incurred by the Company at the request or with the consent
of the Trust and/or the Fund, will be reimbursed by the appropriate
Fund.
C. Payment
The Company shall send an invoice with respect to fees and
reimbursable expenses to the Trust or each of the Funds as soon as
practicable at the end of each month. Each invoice will provide
detailed information about the Compensation and out-of-pocket
expenses in accordance with Schedules C and Schedules D. The Trust
or the Funds will pay to the Company the amount of such invoice
within 30 days following the receipt of the invoices.
Article 8. Assignment of Shareholder Recordkeeping.
Except as provided below, no right or obligation under this Section
Two may be assigned by either party without the written consent of
the other party.
(1) This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and
assigns.
(2) The Company may without further consent on the part of the
Trust subcontract for the performance hereof with (A) State
Street Bank and its subsidiary, Boston Financial Data
Services, Inc., a Massachusetts Trust ("BFDS"), which is duly
registered as a transfer agent pursuant to Section 17A(c)(1)
of the Securities Exchange Act of 1934, as amended, or any
succeeding statute ("Section 17A(c)(1)"), or (B) a BFDS
subsidiary duly registered as a transfer agent pursuant to
Section 17A(c)(1), or (C) a BFDS affiliate, or (D) such other
provider of services duly registered as a transfer agent under
Section 17A(c)(1) as Company shall select; provided, however,
that the Company shall be as fully responsible to the Trust
for the acts and omissions of any subcontractor as it is for
its own acts and omissions; or
(3) The Company shall upon instruction from the Trust subcontract
for the performance hereof with an Agent selected by the
Trust, other than BFDS or a provider of services selected by
Company, as described in (2) above; provided, however, that
the Company shall in no way be responsible to the Trust for
the acts and omissions of the Agent.
SECTION THREE: Custody Services Procurement
Article 9. Appointment.
The Trust hereby appoints Company as its agent to evaluate and
obtain custody services from a financial institution that (i) meets
the criteria established in Section 17(f) of the 1940 Act and (ii)
has been approved by the Board as eligible for selection by the
Company as a custodian (the "Eligible Custodian"). The Company
accepts such appointment.
Article 10. The Company and Its Duties.
Subject to the review, supervision and control of the Board, the
Company shall:
(1) evaluate the nature and the quality of the custodial services
provided by the Eligible Custodian;
(2) employ the Eligible Custodian to serve on behalf of the Trust
as Custodian of the Trust's assets substantially on the terms
set forth as the form of agreement in Exhibit 2;
(3) negotiate and enter into agreements with the Custodians for
the benefit of the Trust, with the Trust as a party to each
such agreement. The Company shall not be a party to any
agreement with any such Custodian;
(4) establish procedures to monitor the nature and the quality of
the services provided by the Custodians;
(5) continuously monitor the nature and the quality of services
provided by the Custodians; and
(6) periodically provide to the Trust (i) written reports on the
activities and services of the Custodians; (ii) the nature and
amount of disbursement made on account of the Trust with
respect to each custodial agreement; and (iii) such other
information as the Board shall reasonably request to enable it
to fulfill its duties and obligations under Sections 17(f) and
36(b) of the 1940 Act and other duties and obligations
thereof.
Article 11. Fees and Expenses.
A. Annual Fee
For the performance by the Company pursuant to Section Three of
this Agreement, the Trust and/or the Fund agree to pay the Company
an annual fee as set forth in Schedule E, attached hereto.
B. Payment
The Company shall send an invoice with respect to fees and
reimbursable expenses to each of the Trust/or Fund as soon as
practicable at the end of each month. Each invoice will provide
detailed information about the Compensation and out-of-pocket
expenses in occurrence with Schedule E. The Trust and/or Fund will
pay to the Company the amount of such invoice within 30 days
following the receipt of the invoice.
Article 12. Representations.
The Company represents and warrants that it has obtained all
required approvals from all government or regulatory authorities
necessary to enter into this arrangement and to provide the
services contemplated in Section Three of this Agreement.
SECTION FOUR: General Provisions.
Article 13. Documents.
A. In connection with the appointment of the Company under this
Agreement, the Trust shall file with the Company the following
documents:
(1) A copy of the Charter and By-Laws of the Trust and all
amendments thereto;
(2) A copy of the resolution of the Board of the Trust authorizing
this Agreement;
(3) Specimens of all forms of outstanding Share certificates of
the Trust or the Funds in the forms approved by the Board of
the Trust with a certificate of the Secretary of the Trust as
to such approval;
(4) All account application forms and other documents relating to
Shareholders accounts; and
(5) A copy of the current Prospectus for each Fund.
B. The Fund will also furnish from time to time the following
documents:
(1) Each resolution of the Board of the Trust authorizing the
original issuance of each Fund's, and/or Class's Shares;
(2) Each Registration Statement filed with the SEC and amendments
thereof and orders relating thereto in effect with respect to
the sale of Shares of any Fund, and/or Class;
(3) A certified copy of each amendment to the governing document
and the By-Laws of the Trust;
(4) Certified copies of each vote of the Board authorizing
officers to give Proper Instructions to the Custodian and
agents for fund accountant, custody services procurement, and
shareholder recordkeeping or transfer agency services;
(5) Specimens of all new Share certificates representing Shares of
any Fund, accompanied by Board resolutions approving such
forms;
(6) Such other certificates, documents or opinions which the
Company may, in its discretion, deem necessary or appropriate
in the proper performance of its duties; and
(7) Revisions to the Prospectus of each Fund.
Article 14. Representations and Warranties.
A. Representations and Warranties of the Company
The Company represents and warrants to the Trust that:
(1) It is a business trust duly organized and existing and in good
standing under the laws of the State of Delaware.
(2) It is duly qualified to carry on its business in the State of
Delaware.
(3) It is empowered under applicable laws and by its charter and
by-laws to enter into and perform this Agreement.
(4) All requisite corporate proceedings have been taken to
authorize it to enter into and perform its obligations under
this Agreement.
(5) It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
(6) It is in compliance with federal securities law requirements
and in good standing as a transfer agent.
B. Representations and Warranties of the Trust
The Trust represents and warrants to the Company that:
(1) It is an investment company duly organized and existing and in
good standing under the laws of its state of organization;
(2) It is empowered under applicable laws and by its Charter and
By-Laws to enter into and perform its obligations under this
Agreement;
(3) All corporate proceedings required by said Charter and By-Laws
have been taken to authorize it to enter into and perform its
obligations under this Agreement;
(4) The Trust is an open-end investment company registered under
the 1940 Act; and
(5) A registration statement under the 1933 Act will be effective,
and appropriate state securities law filings have been made
and will continue to be made, with respect to all Shares of
each Fund being offered for sale.
Article 15. Indemnification.
A. Indemnification by Trust
The Company shall not be responsible for and the Trust or Fund
shall indemnify and hold the Company, including its officers,
directors, shareholders and their agents employees and affiliates,
harmless against any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liabilities arising out of or
attributable to:
(1) The acts or omissions of any Custodian,
(2) The Trust's or Fund's refusal or failure to comply with the
terms of this Agreement, or which arise out of the Trust's or
The Fund's lack of good faith, negligence or willful
misconduct or which arise out of the breach of any
representation or warranty of the Trust or Fund hereunder or
otherwise.
(3) The reliance on or use by the Company or its agents or
subcontractors of information, records and documents in proper
form which
(a) are received by the Company or its agents or
subcontractors and furnished to it by or on behalf of the
Fund, its Shareholders or investors regarding the
purchase, redemption or transfer of Shares and
Shareholder account information; or
(b) have been prepared and/or maintained by the Fund or its
affiliates or any other person or firm on behalf of the
Trust.
(4) The reliance on, or the carrying out by the Company or its
agents or subcontractors of Proper Instructions of the Trust
or the Fund.
(5) The offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations or the
securities laws or regulations of any state that such Shares
be registered in such state or in violation of any stop order
or other determination or ruling by any federal agency or any
state with respect to the offer or sale of such Shares in such
state.
Provided, however, that the Company shall not be protected by
this Article 15.A. from liability for any act or omission
resulting from the Company's willful misfeasance, bad faith,
gross negligence or reckless disregard of its duties.
B. Indemnification by the Company
The Company shall indemnify and hold the Trust or each Fund
harmless from and against any and all losses, damages, costs,
charges, counsel fees, payments, expenses and liabilities arising
out of or attributable to any action or failure or omission to act
by the Company as a result of the Company's willful misfeasance,
bad faith, gross negligence or reckless disregard of its duties.
C. Reliance
At any time the Company may apply to any officer of the Trust or
Fund for instructions, and may consult with legal counsel with
respect to any matter arising in connection with the services to be
performed by the Company under this Agreement, and the Company and
its agents or subcontractors shall not be liable and shall be
indemnified by the Trust or the appropriate Fund for any action
reasonably taken or omitted by it in reliance upon such
instructions or upon the opinion of such counsel provided such
action is not in violation of applicable federal or state laws or
regulations. The Company, its agents and subcontractors shall be
protected and indemnified in recognizing stock certificates which
are reasonably believed to bear the proper manual or facsimile
signatures of the officers of the Trust or the Fund, and the proper
countersignature of any former transfer agent or registrar, or of a
co-transfer agent or co-registrar.
D. Notification
In order that the indemnification provisions contained in this
Article 15 shall apply, upon the assertion of a claim for which
either party may be required to indemnify the other, the party
seeking indemnification shall promptly notify the other party of
such assertion, and shall keep the other party advised with respect
to all developments concerning such claim. The party who may be
required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The
party seeking indemnification shall in no case confess any claim or
make any compromise in any case in which the other party may be
required to indemnify it except with the other party's prior
written consent.
Article 16. Termination of Agreement.
This Agreement may be terminated by either party upon one hundred
twenty (120) days written notice to the other. Should the Trust
exercise its rights to terminate, all out-of-pocket expenses
associated with the movement of records and materials will be borne
by the Trust or the appropriate Fund. Additionally, the Company
reserves the right to charge for any other reasonable expenses
associated with such termination. The provisions of Article 15
shall survive the termination of this Agreement.
Article 17. Amendment.
This Agreement may be amended or modified by a written agreement
executed by both parties.
Article 18. Interpretive and Additional Provisions.
In connection with the operation of this Agreement, the Company and
the Trust may from time to time agree on such provisions
interpretive of or in addition to the provisions of this Agreement
as may in their joint opinion be consistent with the general tenor
of this Agreement. Any such interpretive or additional provisions
shall be in a writing signed by both parties and shall be annexed
hereto, provided that no such interpretive or additional provisions
shall contravene any applicable federal or state regulations or any
provision of the Charter. No interpretive or additional provisions
made as provided in the preceding sentence shall be deemed to be an
amendment of this Agreement.
Article 19. Governing Law.
This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the
Commonwealth of Massachusetts
Article 20. Notices.
Except as otherwise specifically provided herein, Notices and other
writings delivered or mailed postage prepaid to the Trust at
Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or
to the Company at Federated Investors Tower, Pittsburgh,
Pennsylvania, 15222-3779, or to such other address as the Trust or
the Company may hereafter specify, shall be deemed to have been
properly delivered or given hereunder to the respective address.
Article 21. Counterparts.
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original.
Article 22. Limitations of Liability of Trustees and Shareholders of
the Trust.
The execution and delivery of this Agreement have been authorized
by the Trustees of the Trust and signed by an authorized officer of
the Trust, acting as such, and neither such authorization by such
Trustees nor such execution and delivery by such officer shall be
deemed to have been made by any of them individually or to impose
any liability on any of them personally, and the obligations of
this Agreement are not binding upon any of the Trustees or
Shareholders of the Trust, but bind only the appropriate property
of the Fund, or Class, as provided in the Declaration of Trust.
Article 23. Limitations of Liability of Trustees and Shareholders of
the Company.
The execution and delivery of this Agreement have been authorized
by the Trustees of the Company and signed by an authorized officer
of the Company, acting as such, and neither such authorization by
such Trustees nor such execution and delivery by such officer shall
be deemed to have been made by any of them individually or to
impose any liability on any of them personally, and the obligations
of this Agreement are not binding upon any of the Trustees or
Shareholders of the Company, but bind only the property of the
Company as provided in the Declaration of Trust.
Article 24. Assignment.
This Agreement and the rights and duties hereunder shall not be
assignable with respect to the Trust or the Funds by either of the
parties hereto except by the specific written consent of the other
party.
Article 25. Merger of Agreement.
This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the
subject hereof whether oral or written.
Article 26. Successor Agent.
If a successor agent for the Trust shall be appointed by the Trust,
the Company shall upon termination of this Agreement deliver to
such successor agent at the office of the Company all properties of
the Trust held by it hereunder. If no such successor agent shall
be appointed, the Company shall at its office upon receipt of
Proper Instructions deliver such properties in accordance with such
instructions.
In the event that no written order designating a successor agent or
Proper Instructions shall have been delivered to the Company on or
before the date when such termination shall become effective, then
the Company shall have the right to deliver to a bank or trust
company, which is a "bank" as defined in the 1940 Act, of its own
selection, having an aggregate capital, surplus, and undivided
profits, as shown by its last published report, of not less than
$2,000,000, all properties held by the Company under this
Agreement. Thereafter, such bank or trust company shall be the
successor of the Company under this Agreement.
Article 27. Force Majeure.
The Company shall have no liability for cessation of services
hereunder or any damages resulting therefrom to the Fund as a
result of work stoppage, power or other mechanical failure, natural
disaster, governmental action, communication disruption or other
impossibility of performance.
Article 28. Assignment; Successors.
This Agreement shall not be assigned by either party without the
prior written consent of the other party, except that either party
may assign to a successor all of or a substantial portion of its
business, or to a party controlling, controlled by, or under common
control with such party. Nothing in this Article 28 shall prevent
the Company from delegating its responsibilities to another entity
to the extent provided herein.
Article 29. Severability.
In the event any provision of this Agreement is held illegal, void
or unenforceable, the balance shall remain in effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in their names and on their behalf under their seals by and
through their duly authorized officers, as of the day and year first
above written.
ATTEST: INVESTMENT COMPANIES (listed on Exhibit 1)
/s/ John W. McGonigle_______ By:__/s/ John F. Donahue___
John W. McGonigle John F. Donahue
Secretary Chairman
ATTEST: FEDERATED SERVICES COMPANY
/s/ Jeannette Fisher-Garber By:_/s/ James J. Dolan_____
Jeannette Fisher-Garber James J. Dolan
Secretary President
