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As filed with the Securities and Exchange Commission on January
14, 1994
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1933 Act Registration No. 33-50773
1940 Act Registration No. 811-7115
===============================================================
===============
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1993
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Pre-Effective Amendment No. 2 X
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Post-Effective Amendment No. _____ ___
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
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Amendment No. 2 X
INSIGHT INSTITUTIONAL SERIES, INC.
(Exact Name of Registrant as Specified in Charter)
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Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)
(412) 288-1900
(Registrant's Telephone Number)
John W. McGonigle, Esq., Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: As soon as
possible after
the
effectiveness
of the
Registration
Statement
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
<PAGE>
Pursuant to the provisions of Rule 24f-2 under the
Investment Company Act of 1940, Registrant registered an
indefinite number of each portfolio of its shares pursuant to a
declaration made in the Registration Statement as originally
filed on October 26, 1993. Rule 24f-2 Notices with respect to
each portfolio will be filed on or before November 30, 1994.
AMENDMENT PURSUANT TO RULE 473
The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay
its effective date until the Registrant shall file a further
amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as
the Commission acting pursuant to said Section 8(a), may
determine.
CROSS-REFERENCE SHEET
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Explanatory Note: The Registrant is a "series" company. This
Registration Statement relates to all four portfolios of the
Registrant's shares: Insight U.S. Government Fund, Insight
Limited Term Municipal Fund, Insight Limited Term Income Fund
and Insight Adjustable Rate Mortgage Fund. Each Fund's shares
are offered pursuant to a separate Prospectus and Statement of
Additional Information. Therefore, Part A of this Registration
Statement consists of four separate Prospectuses and Part B
consists of four separate Statements of Additional Information.
As indicated in the Note at the beginning of Part C of this
Registration Statement, Part C has been completed with respect
to all four portfolios.
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PART A. INFORMATION REQUIRED IN EACH PROSPECTUS.
Prospectus Heading
of Each Fund
Item 1. Cover Page . . . . . . . . . . . . . . Cover Page
Item 2. Synopsis . . . . . . . . . . . . . . . Summary of Fund
Expenses
Item 3. Condensed Financial Information . . . . Not
Applicable
Item 4. General Description of Registrant . . . General
Information
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Item 5. Management of the Fund . . . . . . . . Insight
Institutional
<PAGE>
Series, Inc.
Information
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Item 5A. Management's Discussion of
Fund Performance . . . . . . . . . . Not Applicable
Item 6. Capital Stock and Other Securities . . General
Information;
Shareholder
Information
Item 7. Purchase of Securities Being Offered . Investing in
the Fund
Item 8. Redemption or Repurchase . . . . . . . Redeeming
Shares
Item 9. Pending Legal Proceedings . . . . . . . Not
Applicable
<PAGE>
PART B. INFORMATION REQUIRED IN EACH STATEMENT OF ADDITIONAL
INFORMATION.
Statement Heading
of Each Fund
Item 10. Cover Page . . . . . . . . . . . . . . Cover Page
Item 11. Table of Contents . . . . . . . . . . . Table of
Contents
Item 12. General Information and History . . . . General
Information
About the Fund
Item 13. Investment Objectives and Policies . . Investment
Objectives
and Policies;
Investment
Limitations
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Item 14. Management of the Fund . . . . . . . . Insight
Institutional
Series, Inc.
Management
Item 15. Control Persons and Principal
Holders of Securities . . . . . . . Insight
Institutional
Series, Inc.
Management
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Item 16. Investment Advisory and Other Services Investment
Advisory
Services;
Shareholder
Servicing;
Administra-
tive Services
Item 17. Brokerage Allocation
and Other Practices . . . . . . . . Brokerage
Transactions
Item 18. Capital Stock and Other Securities . . Not
Applicable
Item 19. Purchase, Redemption and Pricing
of Securities Being Offered . . . . Purchasing
Shares;
Determining Net
Asset
Value; Redeeming
Shares
<PAGE>
Item 20. Tax Status . . . . . . . . . . . . . . Tax Status
Item 21. Underwriters . . . . . . . . . . . . . Not
Applicable
Item 22. Calculation of Performance Data . . . . Total
Return; Yield;
Performance
Comparisons
Item 23. Financial Statements . . . . . . . . . Not
Applicable
PART C. OTHER INFORMATION.
Information required to be included in Part C is set forth
under the appropriate Item, so numbered, in Part C of this
Registration Statement.
PART A: THE PROSPECTUSES
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Part A of Pre-Effective Amendment No. 1 to the
Registration Statement is incorporated herein by reference.
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PART B: STATEMENTS OF ADDITIONAL INFORMATION
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Part B of Pre-Effective Amendment No. 1 to the
Registration Statement is incorporated herein by reference.
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PART C: OTHER INFORMATION
Note: This Part C has been completed with respect to all
portfolios of the Registrant.
Item 24. Financial Statements and Exhibits:
(a) Financial Statements:
The following financial statements are included in the
Prospectus of Insight U.S. Government Fund included in
Part A of this Amendment:
Report of Independent Auditors
Statement of Assets and Liabilities
<PAGE>
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(b) Exhibits:
* (1) (i) Articles of Incorporation.
* (ii) Articles of Amendment of Articles of
Incorporation.
* (2) By-Laws.
(3) Not applicable.
* (4) Specimen Certificate for Shares of Capital
Stock.
** (5) Executed Investment Advisory Contract.
* (6) Form of Distributor's Contract.
(7) Not applicable.
** (8) Form of Custodian Agreement.
** (9) (i) Form of Transfer Agency and Service
Agreement.
* (ii) Form of Administrative Agreement.
* (iii) Form of Shareholder Services Plan.
* (10) Opinion and Consent of Counsel as to legality
of shares being registered.
* (11) (i) Consent of Independent Accountants.
* (ii) Consent of Special Counsel.
(12) Not applicable.
** (13) Executed Initial Capital Understanding.
(14) Not applicable.
(15) Not applicable.
(16) Not applicable.
* (17) Powers of Attorney.
____________________
* Previously filed.
** Filed herewith.
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Item 25. Persons Controlled by or Under Common Control with
Registrant:
As a newly formed company, all of the outstanding
shares of the Registrant are currently owned by
Federated Advisers, the adviser to the Registrant (the
"Adviser").
Item 26. Number of Holders of Securities:
Number of
Record Holders
Title of Class as of December
15, 1993
Shares of capital stock,
($0.001 per Share par value) 1
<PAGE>
Item 27. Indemnification:
Indemnification is provided to Officers and Directors
of the Registrant pursuant to Section (f) of the Eighth
paragraph of Registrant's Articles of Incorporation.
The Investment Advisory Contract between the Registrant
and the Adviser provides that, in the absence of
willful misfeasance, bad faith, gross negligence, or
reckless disregard of the obligations or duties under
the Investment Advisory Contract on the part of the
Adviser, the Adviser shall not be liable to the
Registrant or to any shareholder for any act or
omission in the course of or connected in any way with
rendering services or for any losses that may be
sustained in the purchase, holding, or sale of any
security. Registrant's Directors and Officers are
covered by an Investment Trust Errors and Omissions
Policy.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
Directors, Officers, and controlling persons of the
Registrant by the Registrant pursuant to the Articles
of Incorporation or otherwise, the Registrant is aware
that in the opinion of the Securities and Exchange
Commission, such indemnification is against public
policy as expressed in the Act and, therefore, is
unenforceable. In the event that a claim for
indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or
paid by Directors, Officers, or controlling persons of
the Registrant in connection with the successful
defense of any act, suit, or proceeding) is asserted by
such Directors, Officers, or controlling persons in
connection with the shares being registered, the
Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in the Act and will be
governed by the final adjudication of such issues.
Insofar as indemnification for liabilities may be
permitted pursuant to Section 17 of the Investment
Company Act of 1940 for Directors, Officers, and
controlling persons of the Registrant by the Registrant
pursuant to the Articles of Incorporation or otherwise,
the Registrant is aware of the position of the
Securities and Exchange Commission as set forth in
Investment Company Act Release No. IC-11330.
Therefore, the Registrant undertakes that in addition
to complying with the applicable provisions of the
Articles of Incorporation or otherwise, in the absence
of a final decision on the merits by a court or other
<PAGE>
body before which the proceeding was brought, that an
indemnification payment will not be made unless in the
absence of such a decision, a reasonable determination
based upon factual review has been made (i) by a
majority vote of a quorum of non-party Directors who
are not interested persons of the Registrant or (ii) by
independent legal counsel in a written opinion that the
indemnitee was not liable for an act of willful
misfeasance, bad faith, gross negligence, or reckless
disregard of duties. The Registrant further undertakes
that advancement of expenses incurred in the defense of
a proceeding (upon undertaking for repayment unless it
is ultimately determined that indemnification is
appropriate) against an Officer, Director, or
controlling person of the Registrant will not be made
absent the fulfillment of at least one of the following
conditions: (i) the indemnitee provides security for
his undertaking; (ii) the Registrant is insured against
losses arising by reason of any lawful advances; or
(iii) a majority of a quorum of disinterested non-party
Directors or independent legal counsel in a written
opinion makes a factual determination that there is
reason to believe the indemnitee will be entitled to
indemnification.
Item 28. Business and Other Connections of Investment
Adviser:
(a) For a description of the other business of the
Adviser, see the section entitled "Insight
Institutional Series, Inc. Information --
Management of the Corporation" in each Prospectus
included in Part A. The affiliations with the
Registrant of four of the Trustees and one of the
Officers of the Adviser are included in each
Statement of Additional Information included in
Part B of this Registration Statement under
"Insight Institutional Series, Inc. Management --
Officers and Directors." The remaining Trustee of
the Adviser and his principal occupation is:
Mark D. Olson, Partner, Wilson, Halbrook & Bayard,
107 W. Market Street, Georgetown, Delaware 19947.
The remaining Officers of the Adviser are:
Mark L. Mallon, Executive Vice President; Henry J.
Gailliot, Senior Vice President-Economist;
Peter R. Anderson, William D. Dawson, III,
J. Thomas Madden, J. Alan Minteer, and Thomas N.
Slonaker, Senior Vice Presidents; Jonathan C.
Conley, Mark Durbiano, Roger A. Early, David C.
Francis, Edward C. Gonzales, Gary Madich, John W.
McGonigle, Gregory M. Milvin, Mary Jo Ochson,
Stephen B. Ward, and Linda Ziglar, Vice
Presidents, Edward C. Gonzales, Treasurer, and
<PAGE>
John W. McGonigle, Secretary. The business
address of each of the Officers of the Adviser is
Federated Investors Tower, Pittsburgh, PA
15222-3779. These individuals are also officers
of a majority of the investment advisers to the
funds listed in Part B of this Registration
Statement under "Insight Institutional Series,
Inc. Management -- The Funds."
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 Tax-Free Money Fund;
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; 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; 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;
The Planters Funds; Portage Funds; RIMCO Monument
Funds; The Shawmut Funds; Signet Select Funds;
<PAGE>
SouthTrust Vulcan Funds; Star Funds; The Starburst
Funds; The Starburst Funds II; Stock and Bond
Fund, Inc.; Targeted Duration Trust; Tax-Free
Instruments Trust; Tower Mutual Funds; Trademark
Funds; Trust for Government Cash Reserves; Trust
for Short-Term U.S. Government Securities; Trust
for U.S. Treasury Obligations; Vision Fiduciary
Funds, Inc.; and Vision Group of Funds, 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)
Positions and
Name and Principal Positions and Offices Offices With
Business Address With Underwriter Registrant
Richard B. Fisher Director, Chairman, President
Federated Investors Chief Executive and Director
Tower Officer, Chief
Pittsburgh, PA Operating Officer, and
15222-3779 Asst. Treasurer,
Federated Securities
Corp.
Edward C. Gonzales Director, Executive Vice President
Federated Investors Vice President, and and Treasurer
Tower Treasurer, Federated
Pittsburgh, PA Securities Corp.
15222-3779
John W. McGonigle Director, Executive Vice President
Federated Investors Vice President, and and Secretary
Tower Assistant Secretary,
Pittsburgh, PA Federated Securities
15222-3779 Corp.
John A. Staley, IV Executive Vice Vice President
Federated Investors President and Assistant
Tower Secretary, Federated
Pittsburgh, PA Securities Corp.
15222-3779
John B. Fisher President- --
Federated Investors Broker/Dealer,
Tower Federated Securities
Pittsburgh, PA Corp.
15222-3779
<PAGE>
James F. Getz President-Institutional --
Federated Investors Sales, Federated
Tower Securities Corp.
Pittsburgh, PA
15222-3779
Mark R. Gensheimer Executive Vice --
Federated Investors President of
Tower Bank/Trust, Federated
Pittsburgh, PA Securities Corp.
15222-3779
James S. Hamilton Senior Vice President, --
Federated Investors Federated Securities
Tower Corp.
Pittsburgh, PA
15222-3779
James R. Ball Vice President, --
Federated Investors Federated Securities
Tower Corp.
Pittsburgh, PA
15222-3779
Mark W. Bloss Vice President, --
Federated Investors Federated Securities
Tower Corp.
Pittsburgh, PA
15222-3779
Richard W. Boyd Vice President, --
Federated Investors Federated Securities
Tower Corp.
Pittsburgh, PA
15222-3779
Mary J. Combs Vice President, --
Federated Investors Federated Securities
Tower Corp.
Pittsburgh, PA
15222-3779
Laura M. Deger Vice President, --
Federated Investors Federated Securities
Tower Corp.
Pittsburgh, PA
15222-3779
Jill Ehrenfeld Vice President, --
Federated Investors Federated Securities
Tower Corp.
Pittsburgh, PA
15222-3779
<PAGE>
Theodore Fadool, Jr. Vice President, --
Federated Investors Federated Securities
Tower Corp.
Pittsburgh, PA
15222-3779
Bryant R. Fisher Vice President, --
Federated Investors Federated Securities
Tower Corp.
Pittsburgh, PA
15222-3779
Christopher T. Fives Vice President, --
Federated Investors Federated Securities
Tower Corp.
Pittsburgh, PA
15222-3779
Joseph D. Gibbons Vice President, --
Federated Investors Federated Securities
Tower Corp.
Pittsburgh, PA
15222-3779
James M. Heaton Vice President, --
Federated Investors Federated Securities
Tower Corp.
Pittsburgh, PA
15222-3779
William E. Kugler Vice President, --
Federated Investors Federated Securities
Tower Corp.
Pittsburgh, PA
15222-3779
Dennis M. Laffey Vice President, --
Federated Investors Federated Securities
Tower Corp.
Pittsburgh, PA
15222-3779
J. Michael Miller Vice President, --
Federated Investors Federated Securities
Tower Corp.
Pittsburgh, PA
15222-3779
R. Jeffery Niss Vice President, --
Federated Investors Federated Securities
Tower Corp.
Pittsburgh, PA
15222-3779
<PAGE>
Keith Nixon Vice President, --
Federated Investors Federated Securities
Tower Corp.
Pittsburgh, PA
15222-3779
Michael P. O'Brien Vice President, --
Federated Investors Federated Securities
Tower Corp.
Pittsburgh, PA
15222-3779
Solon A. Person, IV Vice President, --
Federated Investors Federated Securities
Tower Corp.
Pittsburgh, PA
15222-3779
Robert F. Phillips Vice President, --
Federated Investors Federated Securities
Tower Corp.
Pittsburgh, PA
15222-3779
Timothy C. Pillion Vice President, --
Federated Investors Federated Securities
Tower Corp.
Pittsburgh, PA
15222-3779
Eugene B. Reed Vice President, --
Federated Investors Federated Securities
Tower Corp.
Pittsburgh, PA
15222-3779
Paul V. Riordan Vice President, --
Federated Investors Federated Securities
Tower Corp.
Pittsburgh, PA
15222-3779
Charles A. Robison Vice President, --
Federated Investors Federated Securities
Tower Corp.
Pittsburgh, PA
15222-3779
David W. Spears Vice President, --
Federated Investors Federated Securities
Tower Corp.
Pittsburgh, PA
15222-3779
<PAGE>
Brian L. Sullivan Vice President, --
Federated Investors Federated Securities
Tower Corp.
Pittsburgh, PA
15222-3779
Thomas E. Territ Vice President, --
Federated Investors Federated Securities
Tower Corp.
Pittsburgh, PA
15222-3779
Richard B. Watts Vice President, --
Federated Investors Federated Securities
Tower Corp.
Pittsburgh, PA
15222-3779
R. Edmond Connell, Jr. Assistant Vice --
Federated Investors President, Federated
Tower Securities Corp.
Pittsburgh, PA
15222-3779
Philip C. Hetzel Assistant Vice --
Federated Investors President, Federated
Tower Securities Corp.
Pittsburgh, PA
15222-3779
H. Joseph Kennedy Assistant Vice --
Federated Investors President, Federated
Tower Securities Corp.
Pittsburgh, PA
15222-3779
Sharon M. Morgan Assistant Vice --
Federated Investors President, Federated
Tower Securities Corp.
Pittsburgh, PA
15222-3779
S. Elliott Cohan Secretary, Federated --
Federated Investors Securities Corp.
Tower
Pittsburgh, PA
15222-3779
(c) Not applicable.
<PAGE>
Item 30. Location of Accounts and Records:
Location
Regulation of Type of Record Fund
Record
270.31a-1(a) 2 General Ledger B
2 Cash Transaction Statement D
2 Monthly Cash Summary Report M
2 Purchases Report D
2 Sales Report D
2 Realized Gain/Loss Report D
2 Securities Movement and Control B
List of Assets for Close of
Business
270.31a-1(b)(1) 2 Daily Portfolio Transaction Detail D
2 Daily Settled Pur. and Sales D
Journal
2 Money Market Monthly Transaction M
Journal
2 Money Market Gen. Ledger Activity M
Journal
270.31a-1(b)2 2 General Ledger B
(i)
2 Money Market Gen. Ledger Activity M
Journal
2 Open Trades/Secs. Out for Transfer D
Report
2 Securities Movement and Control B
List of Assets for Close of
Business
2 Fed. Reserve 3E Safe-Keeping Acct. B
Listing of Securities held by the
fund
2 Div. Income Summary Report D
2 Div. and Interest Receivable D
Report
2 Earned Income Report B
2 Money Market Daily Accrual Report M
2 Money Market Daily Amortization M
Report
2 Statement of Condition B
270.31a-1(b)2 2 Fund Master Ledger D
(ii)
2 Corporate Action Announcement D
Report
2 Purchases Report D
2 Sales Report D
270.31a-1(b)2 2 Brokerage Alloc/Commission Detail D
(iii) Report
<PAGE>
270.31a-1(b)2 3 Shareholder Master File--CRT B
(iv)
3 Shareholder History File--CRT B
270.31a-1(b)3 2 Fund Master Ledger D
270.31a-1(b)4 1 Articles of Incorporation B
1 Declaration of Trust B
1 By-Laws B
1 Minute Books B
270.31a-1(b)5 1 Trade Tickets B
2 Purchase Report D
2 Sales Report D
270.31a-1(b)6 1 Trade Tickets B
270.31a-1(b)7 2 Fund Master Ledger D
270.31a-1(b)8 2 Statement of Condition B
2 General Ledger B
2 Money Market Gen. Ledger Activity M
Journal
270.31a-1(b)9 2 Brokerage Alloc./Commission Detail D
Report
1 Brokerage Commission Report B
1 Reduction and Commission Report D
1 Quarterly Brokerage Log B
270.31a-1(b)10 1 Custodian Blanket Authorization B
1 Portfolio Manager Signoff B
270.31a-1(b)11 1 Portfolio Manager Signoff B
270.31a-1(b)12 2 All supporting documentation B
270.31a-1(c) Not applicable
270.31a-1(d) 1 Direct Pmts. Thru Fund Journal B
1 Exchange Purchase Journal B
1 Confirmed Pmts. Journal B
1 Fiduciary Contribution Journal B
1 Direct Payments Journal B
1 Direct Redemptions Journal B
2 General Ledger B
3 Shareholder Master File--CRT B
3 Shareholder History File--CRT B
1 Daily Div. Close-out Journal B
1 Asset Transfer/Rollover Journal B
1 Redemption Check Register B
1 Purchase Cancellations Journal B
1 Redemption Cancellation Journal B
1 Fail/Free Report B
<PAGE>
1 Broker/Dealer Order Ticket B
1 Inv. Services Order Breakdowns B
1 EDGE Transaction Journal B
1 Shareholder Receipt--Retail B
3 Account Application--Retail B
3 Additional Deposit Slip--Retail B
1 Trade Cancel Form B
1 Confirmation Statement B
3 Shareholder Statement B
1 Form U-4 B
1 Fingerprint Card B
1 Form U-4 Status Report B
1 Form U-4 Score Report B
1 Form U-5 B
270.31a-1(e) Not applicable
270.31a-1(f) 2 General Ledger B
1 Portfolio Manager Signoff B
1 Trade Tickets B
270.31a-2(a)(1) 2 Daily Portfolio Transaction Detail D
2 Daily Settled Pur. and Sales D
Journal
2 Money Market Monthly Transaction M
Journal
2 Money Market Gen. Ledger Activity M
Journal
2 Open Trades/Secs. Out for Transfer D
Report
2 Securities Movement and Control B
List of Assets for Close of
Business
2 Fed. Reserve 3E Safe-Keeping Acct. B
Listing of Securities held by the
fund
2 Div. Income Summary Report D
2 Div. and Interest Receivable D
Report
2 Earned Income Report B
2 Money Market Daily Accrual Report M
2 Money Market Daily Amortization M
Report
2 Statement of Condition B
2 Fund Master Ledger D
2 Corporate Action Announcement D
Report
2 Brokerage Alloc./Commission Detail D
Report
3 Shareholder Master File--CRT B
3 Shareholder History File--CRT B
1 Declaration of Trust B
1 By-laws B
1 Minute Books B
<PAGE>
270.31a-2(a)(2) 2 Purchases Report D
2 Sales Report D
2 General Ledger B
2 Money Market Gen. Ledger Activity M
Journal
2 Statement of Condition B
2 Fund Master Ledger D
2 Brokerage Alloc./Commission Detail D
Report
1 Trade Tickets B
1 Brokerage Commission Report B
1 Reduction and Commission Report D
1 Quarterly Brokerage Log B
1 Custodian Blanket Authorization B
1 Portfolio Manager Signoff B
270.31a-2(a)(3) 1 Sales Literature File B
270.31a-2(b) Not applicable
270.31a-2(c) 1 Direct Pmts. thru Fund Journal B
1 Exchange Purchase Journal B
1 Confirmed Pmts. Journal B
1 Fiduciary Contribution Journal B
1 Direct Payments Journal B
1 Direct Redemptions Journal B
2 General Ledger B
3 Shareholder Master File--CRT B
3 Shareholder History File--CRT B
1 Daily Div. Close-Out Journal B
1 Asset Transfer/Rollover Journal B
1 Redemption Check Register B
1 Purchase Cancellations Journal B
1 Redemption Cancellation Journal B
1 Fail/Free Report B
1 Broker/Dealer Order Ticket B
1 Inv. Services Order Breakdowns B
1 EDGE Transaction Journal B
1 Shareholder Receipt--Retail B
3 Account Application--Retail B
3 Additional Deposit Slip--Retail B
1 Trade Cancel Form B
1 Confirmation Statement B
3 Shareholder Statement B
1 Form U-4 B
1 Fingerprint Card B
1 Form U-4 Status Report B
1 Form U-4 Score Report B
1 Form U-5 B
270.31a-2(d) Not applicable
270.31a-2(e) 2 General Ledger B
1 Portfolio Manager Signoff B
<PAGE>
1 Trade Tickets B
270.31a-2(f)(1) 1 Microfilm B
270.31a-2(f)(2) 1 Retention Plan B
270.31a-2(f)(3) 1 Not applicable
270.31a-3 1 Custodian Agreement B
________________________
(1)Registrant (2)State Street (3)Boston Financial
Federated Bank & Trust Company Data Services,
Investors P.O. Box 8602 Inc.
Tower Boston, MA P.O. Box 953
Pittsburgh, PA 02266-8602 Boston, MA 02103
15222-3779
B = Both
D = Debt Equity
M = Money Market
Item 31. Management Services:
Not Applicable
Item 32. Undertakings:
Registrant hereby undertakes to file a post-effective
amendment, using financial statements which need not be
certified, within four to six months from the effective
date of Registrant's 1933 Act Registration Statement.
Registrant hereby undertakes to comply with the
provisions of Section 16(c) of the 1940 Act with
respect to the removal of Directors 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.
R
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933 and the Investment Company Act of 1940, the Registrant has
duly caused this Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pittsburgh and Commonwealth of
Pennsylvania, on the 13th day of January, 1994.
/R
INSIGHT INSTITUTIONAL SERIES, INC.
By: /s/ Charles H. Field
Charles H. Field
Attorney in Fact for
John F. Donahue, Chairman and Director
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the date indicated:
R
NAME TITLE DATE
By: /s/ Charles H. Field
Charles H. Field Attorney In January 13, 1994
Fact
for the
Persons
Listed Below
/R
NAME TITLE
John F. Donahue* Chairman and Director
(Chief Executive Officer)
Richard B. Fisher* President and Director
Edward C. Gonzales* Vice President and
Treasurer (Principal
Financial and Accounting
Officer)
John T. Conroy, Jr.* Director
William J. Copeland* Director
James E. Dowd* Director
Lawrence D. Ellis, M.D.* Director
<PAGE>
Edward L. Flaherty, Jr.* Director
Peter E. Madden* Director
Gregor F. Meyer* Director
Wesley W. Posvar* Director
Marjorie P. Smuts* Director
_________________________
* By Power of Attorney
EXHIBIT INDEX
Exhibit No. Description
(5) Executed Investment Advisory Contract.
(8) Form of Custodian Agreement.
(9)(i) Form of Transfer Agency and Service Agreement.
(10) Opinion and Consent of Counsel as to legality of
shares being registered.
(13) Executed Initial Capital Understanding.
<PAGE>
Exhibit 5
Insight Institutional Series, Inc.
INVESTMENT ADVISORY CONTRACT
This Contract is made this 1st day of December, 1993,
between FEDERATED ADVISERS, a Delaware business trust having
its principal place of business in Pittsburgh, Pennsylvania
(the "Adviser"), and Insight Institutional Series, Inc., a
Maryland corporation having its principal place of business in
Pittsburgh, Pennsylvania (the "Corporation").
WHEREAS the Corporation is an open-end management
investment company as that term is defined in the Investment
Company Act of 1940, as amended, and is registered as such with
the Securities and Exchange Commission; and
WHEREAS Adviser is engaged in the business of rendering
investment advisory and management services.
NOW, THEREFORE, the parties hereto, intending to be
legally bound, hereby agree as follows:
1. The Corporation hereby appoints Adviser as
Investment Adviser for each of the portfolios ("Funds") of the
Corporation which executes an exhibit to this Contract, and
Adviser accepts the appointments. Subject to the direction of
the Directors of the Corporation, Adviser shall provide
investment research and supervision of the investments of the
Funds and conduct a continuous program of investment evaluation
and of appropriate sale or other disposition and reinvestment
of each Fund's assets.
2. Adviser, in its supervision of the investments of
each of the Funds will be guided by each of the Fund's
investment objective and policies and the provisions and
restrictions contained in the Articles of Incorporation and
By-Laws of the Corporation and as set forth in the Registration
Statements and exhibits as may be on file with the Securities
and Exchange Commission.
3. Each Fund shall pay or cause to be paid all of its
own expenses and its allocable share of Corporation expenses,
including, without limitation, the expenses of organizing the
Corporation and continuing its existence; fees and expenses of
Directors and officers of the Corporation; fees for investment
advisory services and administrative personnel and services;
expenses incurred in the distribution of its shares ("Shares"),
including expenses of administrative support services; fees and
expenses of preparing and printing its Registration Statements
under the Securities Act of 1933 and the Investment Company Act
of 1940, as amended, and any amendments thereto; expenses of
<PAGE>
registering and qualifying the Corporation, the Funds, and
Shares of the Funds under federal and state laws and
regulations; expenses of preparing, printing, and distributing
prospectuses (and any amendments thereto) to shareholders;
interest expense, taxes, fees, and commissions of every kind;
expenses of issue (including cost of Share certificates),
purchase, repurchase, and redemption of Shares, including
expenses attributable to a program of periodic issue; charges
and expenses of custodians, transfer agents, dividend
disbursing agents, shareholder servicing agents, and
registrars; printing and mailing costs, auditing, accounting,
and legal expenses; reports to shareholders and governmental
officers and commissions; expenses of meetings of Directors and
shareholders and proxy solicitations therefor; insurance
expenses; association membership dues and such nonrecurring
items as may arise, including all losses and liabilities
incurred in administering the Corporation and the Funds. Each
Fund will also pay its allocable share of such extraordinary
expenses as may arise including expenses incurred in connection
with litigation, proceedings, and claims and the legal
obligations of the Corporation to indemnify its officers and
Directors and agents with respect thereto.
4. Each of the Funds shall pay to Adviser, for all
services rendered to each Fund by Adviser hereunder, the fees
set forth in the exhibits attached hereto.
5. The net asset value of each Fund's Shares as used
herein will be calculated to the nearest 1/10th of one cent.
6. The Adviser may from time to time and for such
periods as it deems appropriate reduce its compensation (and,
if appropriate, assume expenses of one or more of the Funds) to
the extent that any Fund's expenses exceed such lower expense
limitation as the Adviser may, by notice to the Fund,
voluntarily declare to be effective.
7. This Contract shall begin for each Fund as of the
date of execution of the applicable exhibit and shall continue
in effect with respect to each Fund presently set forth on an
exhibit (and any subsequent Funds added pursuant to an exhibit
during the initial term of this Contract) for two years from
the date of this Contract set forth above and thereafter for
successive periods of one year, subject to the provisions for
termination and all of the other terms and conditions hereof
if: (a) such continuation shall be specifically approved at
least annually by the vote of a majority of the Directors of
the Corporation, including a majority of the Directors who are
not parties to this Contract or interested persons of any such
party cast in person at a meeting called for that purpose; and
(b) Adviser shall not have notified a Fund in writing at least
sixty (60) days prior to the anniversary date of this Contract
in any year thereafter that it does not desire such
continuation with respect to that Fund. If a Fund is added
<PAGE>
after the first approval by the Directors as described above,
this Contract will be effective as to that Fund upon execution
of the applicable exhibit and will continue in effect until the
next annual approval of this Contract by the Directors and
thereafter for successive periods of one year, subject to
approval as described above.
8. Notwithstanding any provision in this Contract, it
may be terminated at any time with respect to any Fund, without
the payment of any penalty, by the Directors of the Corporation
or by a vote of the shareholders of that Fund on sixty (60)
days' written notice to Adviser.
9. This Contract may not be assigned by Adviser and
shall automatically terminate in the event of any assignment.
Adviser may employ or contract with such other person, persons,
corporation, or corporations at its own cost and expense as it
shall determine in order to assist it in carrying out this
Contract.
10. In the absence of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the obligations or
duties under this Contract on the part of Adviser, Adviser
shall not be liable to the Corporation or to any of the Funds
or to any shareholder for any act or omission in the course of
or connected in any way with rendering services or for any
losses that may be sustained in the purchase, holding, or sale
of any security.
11. This Contract may be amended at any time by
agreement of the parties provided that the amendment shall be
approved both by the vote of a majority of the Directors of the
Corporation, including a majority of the Directors who are not
parties to this Contract or interested persons of any such
party to this Contract (other than as Directors of the
Corporation) cast in person at a meeting called for that
purpose, and on behalf of a Fund by a majority of the
outstanding voting securities of such Fund.
12. The Corporation and the Funds are hereby expressly
put on notice of the limitation of liability as set forth in
the Articles of Incorporation of the Adviser and agree that the
obligations assumed by the Adviser pursuant to this Contract
shall be limited in any case to the Adviser and its assets and,
except to the extent expressly permitted by the Investment
Company Act of 1940, as amended, the Corporation and the Funds
shall not seek satisfaction of any such obligation from the
shareholders of the Adviser, the Directors, officers,
employees, or agents of the Adviser, or any of them.
13. The parties hereto acknowledge that Federated
Investors, has reserved the right to grant the non-exclusive
use of the name "Federated" or any derivative thereof to any
other investment company, investment company portfolio,
<PAGE>
investment adviser, distributor or other business enterprise,
and to withdraw from the Corporation and one or more of the
Funds the use of the name "Federated". The name "Federated"
will continue to be used by the Corporation and each Fund so
long as such use is mutually agreeable to Federated Investors
and the Corporation.
14. This Contract shall be construed in accordance
with and governed by the laws of the Commonwealth of
Pennsylvania.
15. This Contract will become binding on the parties
hereto upon their execution of the attached exhibits to this
Contract.
<PAGE>
EXHIBIT A
to the
Investment Advisory Contract
Insight Institutional Series, Inc.
Insight Limited Term Income Fund
For all services rendered by Adviser hereunder, the
above-named Fund of the Corporation shall pay to Adviser and
Adviser agrees to accept as full compensation for all services
rendered hereunder, an annual investment advisory fee equal to
.70 of 1% of the average daily net assets of the Fund.
The portion of the fee based upon the average daily net
assets of the Fund shall be accrued daily at the rate of
1/365th of .70 of 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
December, 1993.
Attest: FEDERATED ADVISERS
/s/ John W. McGonigle By: /s/ William D. Dawson
Secretary Executive Vice President
Attest: INSIGHT INSTITUTIONAL SERIES, INC.
/s/ Charles H. Field By: /s/ John A. Staley IV
Assistant Secretary Vice President
<PAGE>
EXHIBIT B
to the
Investment Advisory Contract
Insight Institutional Series, Inc.
Insight U.S. Government Fund
For all services rendered by Adviser hereunder, the
above-named Fund of the Corporation shall pay to Adviser and
Adviser agrees to accept as full compensation for all services
rendered hereunder, an annual investment advisory fee equal to
.70 of 1% of the average daily net assets of the Fund.
The portion of the fee based upon the average daily net
assets of the Fund shall be accrued daily at the rate of
1/365th of .70 of 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
December, 1993.
Attest: FEDERATED ADVISERS
/s/ John W. McGonigle By: /s/ William D. Dawson
Secretary Executive Vice President
Attest: INSIGHT INSTITUTIONAL SERIES, INC.
/s/ Charles H. Field By: /s/ John A. Staley IV
Assistant Secretary Vice President
<PAGE>
EXHIBIT C
to the
Investment Advisory Contract
Insight Institutional Series, Inc.
Insight Limited Term Municipal Fund
For all services rendered by Adviser hereunder, the
above-named Fund of the Corporation shall pay to Adviser and
Adviser agrees to accept as full compensation for all services
rendered hereunder, an annual investment advisory fee equal to
.70 of 1% of the average daily net assets of the Fund.
The portion of the fee based upon the average daily net
assets of the Fund shall be accrued daily at the rate of
1/365th of .70 of 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
December, 1993.
Attest: FEDERATED ADVISERS
/s/ John W. McGonigle By: /s/ William D. Dawson
Secretary Executive Vice President
Attest: INSIGHT INSTITUTIONAL SERIES, INC.
/s/ Charles H. Field By: /s/ John A. Staley IV
Assistant Secretary Vice President
<PAGE>
EXHIBIT D
to the
Investment Advisory Contract
Insight Institutional Series, Inc.
Insight Adjustable Rate Mortgage Fund
For all services rendered by Adviser hereunder, the
above-named Fund of the Corporation shall pay to Adviser and
Adviser agrees to accept as full compensation for all services
rendered hereunder, an annual investment advisory fee equal to
.70 of 1% of the average daily net assets of the Fund.
The portion of the fee based upon the average daily net
assets of the Fund shall be accrued daily at the rate of
1/365th of .70 of 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
December, 1993.
Attest: FEDERATED ADVISERS
/s/ John W. McGonigle By: /s/ William D. Dawson
Secretary Executive Vice President
Attest: INSIGHT INSTITUTIONAL SERIES, INC.
/s/ Charles H. Field By: /s/ John A. Staley IV
Assistant Secretary Vice President
<PAGE>
Exhibit 8
CUSTODIAN CONTRACT
Between
FEDERATED INVESTMENT COMPANIES
and
STATE STREET BANK AND TRUST COMPANY
and
FEDERATED SERVICES COMPANY
TABLE OF CONTENTS
1. Employment of Custodian and Property to be Held by It
2. Duties of the Custodian With Respect to Property of
the Funds Held by the Custodian
2.1 Holding Securities
2.2 Delivery of Securities
2.3 Registration of Securities
2.4 Bank Accounts
2.5 Payments for Shares
2.6 Availability of Federal Funds
2.7 Collection of Income
2.8 Payment of Fund Moneys
2.9 Liability for Payment in Advance of Receipt
of Securities Purchased
2.10 Payments for Repurchases or Redemptions of
Shares of a Fund
2.11 Appointment of Agents
2.12 Deposit of Fund Assets in Securities System
2.13 Segregated Account
2.14 Joint Repurchase Agreements
2.15 Ownership Certificates for Tax Purposes
2.16 Proxies
2.17 Communications Relating to Fund Portfolio
Securities
2.18 Proper Instructions
2.19 Actions Permitted Without Express Authority
2.20 Evidence of Authority
2.21 Reserved
3. Duties of Custodian With Respect to the Books of
Account and Calculation of Net Asset Value and Net
Income
4. Records
5. Opinion of Funds' Independent Public Accountants
6. Reports to Trust by Independent Public Accountants
7. Compensation of Custodian
8. Responsibility of Custodian
<PAGE>
9. Effective Period, Termination and Amendment
10. Successor Custodian
11. Interpretive and Additional Provisions
12. Massachusetts Law to Apply
13. Notices
14. Counterparts
15. Limitations of Liability
CUSTODIAN CONTRACT
This Contract between those INVESTMENT COMPANIES listed on
Exhibit 1, as it may be amended from time to time (the
"Trust"), which may be Massachusetts business trusts or
Maryland corporations or have such other form of organization
as may be indicated, on behalf of the portfolios (hereinafter
collectively called the "Funds" and individually referred to as
a "Fund") of the Trust, having its principal place of business
at Federated Investors Tower, Pittsburgh, Pennsylvania,
15222-3779, and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts trust company, having its principal place of
business at 225 Franklin Street, Boston, Massachusetts, 02110,
hereinafter called the "Custodian", and FEDERATED SERVICES
COMPANY, a Delaware business trust company, having its
principal place of business at Federated Investors Tower,
Pittsburgh, Pennsylvania, 15222-3779 (the "Company").
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 of capital stock of the Funds as may be issued or sold
from time to time ("Shares"). 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
<PAGE>
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;
<PAGE>
(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,
<PAGE>
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 or a Fund, 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 or a Fund, 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
<PAGE>
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 each Fund,
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 each Fund, 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
Directors ("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
<PAGE>
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 Custodian shall promptly notify the Trust
whenever income due on securities is not collected in due
course and will provide the Trust with monthly reports of the
status of past due income 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 1940 Act 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;
<PAGE>
(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 Articles of Incorporation 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
<PAGE>
qualified under the 1940 Act 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
<PAGE>
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.
<PAGE>
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.
2.18 Proper Instructions. Proper Instructions as used
throughout this Section 2 means a writing signed or initialed
<PAGE>
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 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, and (b) the Trust promptly causes such 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 Articles of
Incorporation 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.
2.21 Reserved.
3. Duties of Custodian With Respect to the Books of
<PAGE>
Account and Calculation of Net Asset Value and Net Income.
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/or
compute the net asset value per share of the outstanding Shares
of each Fund or, if directed in writing to do so by the Trust,
shall itself keep such books of account and/or compute such net
asset value per share. If so directed, the Custodian shall
also calculate daily the net income of a Fund as described in
the Fund's currently effective prospectus and Statement of
Additional Information ("Prospectus") and shall advise the
Trust and the Transfer Agent daily of the total amounts of such
net income and, if instructed in writing by an officer of the
Trust to do so, shall advise the Transfer Agent periodically of
the division of such net income among its various components.
The calculations of the net asset value per share and the daily
income of a Fund shall be made at the time or times described
from time to time in the Fund's currently effective Prospectus.
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.
5. Opinion of Funds' Independent Public Accountants.
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 public
accountants 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 Public Accountants.
<PAGE>
The Custodian shall provide the Trust, at such times as
the Trust may reasonably require, with reports by for each Fund
independent public accountants 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
<PAGE>
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
<PAGE>
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 1940 Act; 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 Articles of Incorporation, 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 appropriate banking regulatory agency 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
<PAGE>
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, doing business in Boston,
Massachusetts, 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
Articles of Incorporation. 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.
<PAGE>
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: 225 Franklin Street,
Boston, Massachusetts, 02110, 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 of those Trusts which are business trusts 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 December, 1993.
ATTEST: INVESTMENT COMPANIES
/s/ John G. McGonigle By /s/ John F. Donahue
John G. McGonigle John F. Donahue
Secretary Chairman
ATTEST: STATE STREET BANK AND TRUST
COMPANY
/s/ Ed McKenzie By /s/ F. J. Sidoti, Jr.
<PAGE>
___
(Assistant) Secretary Typed Name: Frank J. Sidoti,
Jr. Typed Name: Ed. McKenzie Title: Vice President
ATTEST: FEDERATED SERVICES COMPANY
/s/ Jeannette Fisher-Garber By /s/ James J. Dolan
Jeannette Fisher-Garber James J. Dolan
Secretary President
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
<PAGE>
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;
<PAGE>
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 connecttermine 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
maintans for the Trust are the propterty of the Trust and
further agrees to surrender promptly to the Trust such recoreds
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 rasonably
requested by the Trust.
Article 3. Compensation and Allocation of Expenses.
A. The Funds will compensate the Company for its services
rendered pursuant to Seciton 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
<PAGE>
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
<PAGE>
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 onted according to the proportion
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
<PAGE>
ofeach 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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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,
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
Jeannette Fisher-Garber James J. Dolan
Secretary President
Schedule A
Fund Accounting
Fee Schedule
I. Portfolio Record Keeping/Fund Accounting Services
Maintain investment ledgers, provide selected portfolio
transactions, position and income reports. Maintain general
ledger and capital stock accounts. Prepare daily trial
balance.
Provide selected general ledger reports. Calculate net asset
value daily. Securities yield or market value quotations will
be
provided to State Street by the fund or via State Street Bank
automated pricing services.
ANNUAL FEES
ASSET
First $250 Million 2.0 Basis Points
Next $250 Million 1.5 Basis Points
Next $250 Million 1.0 Basis Point
Excess .5 Basis Point
Minimum fee per year $39,000
Additional class of shares per year$12,000
II. Special Services
Fees for activities of a non-recurring nature such as fund
consolidation or reorganization, extraordinary security
shipments
and the preparation of special reports will be subject to
negotiation.
III. Term of the Contract
The parties agree that this fee schedule shall become effective
June 1, 1993 and will remain in effect until it is revised as a
result of negotiations initiated by either party.
Schedule A1
<PAGE>
Fund Accounting
Fee Schedule
Annual
First $100 Million 3.0 Basis Points
$100 Million - $300 Million 2.0 Basis Points
$300 Million - $500 Million 1.0 Basis Points
Over $500 Million 0.5 Basis Points
Fund Minimum $39,000
Additional Class of Shares $12,000
(Plus pricing charges and other out-of-pocket expenses)
Schedule B
Out-of-Pocket Expenses
Fund Accounting
Out-of-pocket expenses include, but are not limited to,
the following:
- Postage (including overnight courier service)
- Statement Stock
- Envelopes
- Telephones
- Telecommunication Charges (including FAX)
- Travel
- Duplicating
- Forms
- Supplies
- Microfiche
- Computer Access Charges
- Client Specific System Enhancements
- Access to the Shareholder Recordkeeping System
- Security Pricing Services
- Variable Rate Change Notification Services
- Paydown Factor Notification Services
Schedule C
Fees and Expenses
Shareholder Recordkeeping
I. Transfer Agency Services
<PAGE>
Base Fee * (Annual fee per fund, class or other subdivision)
$24,000
Account Fee* (Annual account charge)
(includes system access and funds control and
reconcilement)
- Daily dividend fund
$16.00
- Monthly dividend fund
$10.00
- Quarterly dividend fund
$10.00
- Contingent Deferred Sales Charge (Additionally)
$5.00
(monthly and quarterly funds only)
- Closed Accounts*
$1.20
(annual)
- Termination Fee (One time charge)
$20,000
II. Shareholder Services
Other Account Fees* (Services or features not covered above)
- Account Activity Processing
$3.50
(includes account establishment, transaction and
maintenance
processing)
- Account Servicing
$4.50
(includes shareholder servicing and correspondence)
* All fees are annualized and will be prorated on a
monthly basis for billing purposes. Out-of-pocket
expenses are not covered by these fees.
Schedule C1
Federated Investors
Federated Funds
I. Annual Maintenance Charge
The annual maintenance charge includes the processing of all
transactions and correspondence. The fee is billable on a
monthly basis at the rate of 1/12 of the annual fee. A charge
<PAGE>
is made for an account in the month that an account opens or
closes.
Basic Annual per Account Fee
The individual per account charges will be billed as
follows:
- Money Market Fund/Daily Accrual
$16.65
- Money Market Fund/Sweep Account
$10.00
- Fluctuating NAV/Daily Accrual
_ Non FundServe
$16.65
_ Non Networked FundServe
$14.65
- CDSC/Declared Dividend
_ Non FundServe
$13.75
_ Non Networked FundServe
$11.75
_ Networking Levels 1, 2, and 4
$11.75
_ Networking Level 3
$9.00
- Declared Dividend
_ Non FundServe
$8.75
_ Non Networked FundServe
$6.75
_ Networked FundServe Levels 1, 2, 3, and 4
$6.75
Taxpayer Identification Processing (TIN)
The charge for TIN solicitation includes maintenance and
certification and complies
to all known government regulations regarding TIN
processing.
- Maintenance $.25 per
item
- Certification $.10 per
item
I. Annual Maintenance Charge (con't.)
Closed Account Fee $.10 per account per
month
(No fee assessed for $0 balance open accounts)
Minimum Charges
* The monthly maintenance charge for each fund will be the
actual account fees or $1000, whichever is greater.
<PAGE>
* All funds will be subject to the minimum monthly fee of
$1,000 except that the minimum will be waived for the initial
six months or until the fund's net assets exceed $50,000,000,
whichever occurs first.
* The "clone" funds will be subject to a monthly minimum fee
of $600.
II. Out-of-Pocket Expenses
Out-of-pocket expenses include but are not limited to:
postage, forms, telephone, microfilm, microfiche, and expenses
incurred at the specific direction of the fund. Postage for
mass mailings is due seven days in advance of the mailing date.
III. Payment
Payment is due thirty days after the date of the invoice.
SCHEDULE D
Out-of-Pocket Expenses Schedule
- Postage (including overnight courier service)
- Statement Stock
- Envelopes
- Telecommunication Charges (including FAX)
- Travel
- Duplicating
- Forms
- Supplies
- Microfiche
- Computer Access Charges
- Client Specific Enhancements
- Disaster Recovery
SCHEDULE E
Fee Schedule
I. Custody Services
Maintain Custody of fund assets. Settle portfolio purchases
and
sales. Report buy and sell fails. Determine and collect
portfolio income. Make cash disbursements and report cash
transactions. Monitor corporate actions.
ANNUAL FEES
<PAGE>
ASSET
First $500 Million 1.0 Basis Point
Excess .5 Basis Point
Minimum fee per year $15,000
Wire Fees $2.70 per wire
Settlements:
- Each DTC Commercial Paper
$9.00
- Each DTC Transaction
$9.00
- Each Federal Reserve Book Entry Transaction (Repo)
$4.50
- Each Repo with Banks Other than State Street Bank
$7.50
- Each Physical Transaction (NY/Boston, Private Placement)
$21.75
- Each Option Written/Exercised/Expired
$18.75
- Each Stock Load Transaction
$12.00
- Each Book Entry Muni (Sub-custody) Transaction
$15.00
- Index Fund/ETD Cost +
15%
II. Out-Of-Pocket Expenses
Telephone
Postage & Insurance
Armored carrier costs
Legal fees
Supplies related to fund records
Processing validation certificates
Forms, envelopes, Xerox copies, supplies, etc.
III. Special Services
Fees for activities of a non-recurring nature such as fund
consolidation or reorganization, extraordinary security
shipments and the preparation of special reports will be
subject to
negotiation.
IV. Coupon Clipping
Monitoring for calls and processing for each monthly issue held
Monthly Charge $5.00
V. Balance Credit
<PAGE>
A balance credit equal to 75% of the average balance in the
custodian account for the monthly billed times the 30-day
T-Bill
Rate on the last Monday of the month billed will be applied
against Section I through IV above.
VI. Term of the Contract
The parties agree that this fee schedule shall become effective
June 1, 1993 and will remain in effect until it is revised as a
result of negotiations initiated by either party.
<PAGE>
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:
<PAGE>
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 connecttermine 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;
<PAGE>
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
maintans for the Trust are the propterty of the Trust and
further agrees to surrender promptly to the Trust such recoreds
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 rasonably
requested by the Trust.
Article 3. Compensation and Allocation of Expenses.
A. The Funds will compensate the Company for its services
rendered pursuant to Seciton 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.
<PAGE>
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 onted according to the proportion
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
<PAGE>
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
<PAGE>
(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
<PAGE>
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;
<PAGE>
(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
<PAGE>
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
<PAGE>
to monitor the total number of Shares of
feach 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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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;
<PAGE>
(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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
ATTEST: FEDERATED SERVICES COMPANY
/s/ Jeannette Fisher-Garber By: /s/ James J. Dolan
Jeannette Fisher-Garber James J. Dolan
Secretary President
Schedule A
Fund Accounting
Fee Schedule
I. Portfolio Record Keeping/Fund Accounting Services Maintain
investment ledgers, provide selected portfolio transactions,
position and income reports. Maintain general ledger and
capital stock accounts. Prepare daily trial balance. Provide
selected general ledger reports. Calculate net asset value
daily. Securities yield or market value quotations will be
provided to State Street by the fund or via State Street Bank
automated pricing services.
ANNUAL FEES
ASSET
First $250 Million 2.0 Basis Points
Next $250 Million 1.5 Basis Points
Next $250 Million 1.0 Basis Point
Excess .5 Basis Point
Minimum fee per year $39,000
Additional class of shares per year$12,000
II. Special Services
Fees for activities of a non-recurring nature such as fund
consolidation or reorganization, extraordinary security
shipments and the preparation of special reports will be
subject to negotiation.
III. Term of the Contract
The parties agree that this fee schedule shall become effective
June 1, 1993 and will remain in effect until it is revised as a
result of negotiations initiated by either party.
Schedule A1
Fund Accounting
<PAGE>
Fee Schedule
Annual
First $100 Million 3.0 Basis Points
$100 Million - $300 Million 2.0 Basis Points
$300 Million - $500 Million 1.0 Basis Points
Over $500 Million 0.5 Basis Points
Fund Minimum $39,000
Additional Class of Shares $12,000
(Plus pricing charges and other out-of-pocket expenses)
Schedule B
Out-of-Pocket Expenses
Fund Accounting
Out-of-pocket expenses include, but are not limited to, the
following:
- Postage (including overnight courier service)
- Statement Stock
- Envelopes
- Telephones
- Telecommunication Charges (including FAX)
- Travel
- Duplicating
- Forms
- Supplies
- Microfiche
- Computer Access Charges
- Client Specific System Enhancements
- Access to the Shareholder Recordkeeping System
- Security Pricing Services
- Variable Rate Change Notification Services
- Paydown Factor Notification Services
Schedule C
Fees and Expenses
Shareholder Recordkeeping
I. Transfer Agency Services
Base Fee * (Annual fee per fund, class or other subdivision)
<PAGE>
$24,000
Account Fee * (Annual account charge) (includes system access
and funds control and reconcilement)
- Daily dividend fund $16.00
- Monthly dividend fund $10.00
- Quarterly dividend fund $10.00
- Contingent Deferred Sales Charge (Additionally) $5.00
(monthly and quarterly funds only)
- Closed Accounts* $1.20
(annual)
- Termination Fee (One time charge) $20,000
II. Shareholder Services
Other Account Fees* (Services or features not covered above)
- Account Activity Processing $3.50
(includes account establishment, transaction
and maintenance processing)
- Account Servicing $4.50
(includes shareholder servicing and correspondence)
* All fees are annualized and will be prorated on a monthly
basis for billing purposes. Out-of-pocket expenses are not
covered by these fees.
Schedule C1
Federated Investors
Federated Funds
I. Annual Maintenance Charge
The annual maintenance charge includes the processing of all
transactions and correspondence. The fee is billable on a
monthly basis at the rate of 1/12 of the annual fee. A charge
is made for an account in the month that an account opens or
closes.
Basic Annual per Account Fee
The individual per account charges will be billed as
follows:
- Money Market Fund/Daily Accrual $16.65
- Money Market Fund/Sweep Account $10.00
- Fluctuating NAV/Daily Accrual
_ Non FundServe $16.65
_ Non Networked FundServe $14.65
- CDSC/Declared Dividend
<PAGE>
_ Non FundServe $13.75
_ Non Networked FundServe $11.75
_ Networking Levels 1, 2, and 4 $11.75
_ Networking Level 3 $9.00
- Declared Dividend
_ Non FundServe $8.75
_ Non Networked FundServe $6.75
_ Networked FundServe Levels 1, 2, 3, and 4 $6.75
Taxpayer Identification Processing (TIN)
The charge for TIN solicitation includes maintenance and
certification and complies to all known government regulations
regarding TIN processing.
- Maintenance $.25 per
item
- Certification $.10 per
item
I. Annual Maintenance Charge (con't.)
Closed Account Fee $.10 per account per month
(No fee assessed for $0 balance open accounts)
Minimum Charges
* The monthly maintenance charge for each fund will be the
actual account fees or $1000, whichever is greater.
* All funds will be subject to the minimum monthly fee of
$1,000 except that the minimum will be waived for the initial
six months or until the fund's net assets exceed $50,000,000,
whichever occurs first.
* The "clone" funds will be subject to a monthly minimum fee
of $600.
II. Out-of-Pocket Expenses
Out-of-pocket expenses include but are not limited to:
postage, forms, telephone, microfilm, microfiche, and expenses
incurred at the specific direction of the fund. Postage for
mass mailings is due seven days in advance of the mailing date.
III. Payment
Payment is due thirty days after the date of the invoice.
SCHEDULE D
<PAGE>
Out-of-Pocket Expenses Schedule
- Postage (including overnight courier service)
- Statement Stock
- Envelopes
- Telecommunication Charges (including FAX)
- Travel
- Duplicating
- Forms
- Supplies
- Microfiche
- Computer Access Charges
- Client Specific Enhancements
- Disaster Recovery
SCHEDULE E
Fee Schedule
I. Custody Services
Maintain Custody of fund assets. Settle portfolio purchases
and sales. Report buy and sell fails. Determine and collect
portfolio income. Make cash disbursements and report cash
transactions. Monitor corporate actions.
ANNUAL FEES
ASSET
First $500 Million 1.0 Basis Point
Excess .5 Basis Point
Minimum fee per year $15,000
Wire Fees $2.70 per wire
Settlements:
- Each DTC Commercial Paper $9.00
- Each DTC Transaction $9.00
- Each Federal Reserve Book Entry Transaction (Repo) $4.50
- Each Repo with Banks Other than State Street Bank $7.50
- Each Physical Transaction (NY/Boston,
Private Placement) $21.75
- Each Option Written/Exercised/Expired $18.75
- Each Stock Load Transaction $12.00
- Each Book Entry Muni (Sub-custody) Transaction $15.00
- Index Fund/ETD Cost + 15%
II. Out-Of-Pocket Expenses
Telephone
Postage & Insurance
Armored carrier costs
Legal fees
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Supplies related to fund records
Processing validation certificates
Forms, envelopes, Xerox copies, supplies, etc.
III. Special Services
Fees for activities of a non-recurring nature such as fund
consolidation or reorganization, extraordinary security
shipments and the preparation of special reports will be
subject to negotiation.
IV. Coupon Clipping
Monitoring for calls and processing for each monthly issue held
Monthly Charge $5.00
V. Balance Credit
A balance credit equal to 75% of the average balance in the
custodian account for the monthly billed times the 30-day
T-Bill Rate on the last Monday of the month billed will be
applied against Section I through IV above.
VI. Term of the Contract
The parties agree that this fee schedule shall become effective
June 1, 1993 and will remain in effect until it is revised as a
result of negotiations initiated by either party.
<PAGE>
Exhibit 10
HOUSTON, HOUSTON & DONNELLY
ATTORNEYS AT LAW
2510 Centre City Tower
Pittsburgh, PA 15223
(412) 471-5628
Fax (412) 471-0730
December 16, 1993
The Board of Directors of
Insight Institutional Series, Inc.
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
Insight Institutional Series, Inc. ("Corporation")
proposes to offer and sell four separate series of shares of
its common stock representing interests in separate portfolios
of securities known as Insight Adjustable Rate Mortgage Fund,
Insight Limited Term Income Fund, Insight Limited Term
Municipal Fund and Insight U.S. Government Fund in the manner
and on the terms set forth in its Registration Statement filed
with the Securities and Exchange Commission under the
Securities Act of 1933.
As counsel we have participated in the organization of
the Corporation and the preparation of its amended registration
statement under the Securities Act of 1933 and the Investment
Company Act of 1940.
Further, we have examined and are familiar with the
Amended Articles of Incorporation of the Corporation, its
Bylaws and other corporate records and documents deemed
relevant.
On the basis of the foregoing, it is our opinion that:
2. The Corporation has been duly organized and it is
legally existing under the laws of the State of Maryland.
2. The Corporation is authorized to issue
10,000,000,000 shares of common stock of a par value of $0.001
per share.
3. The authorized and unissued common stock of the
Corporation when issued in the manner described in the
prospectuses comprising a part of the Corporation's
registration statement under the Securities Act of 1933 for
consideration equal to or exceeding its par value and not less
<PAGE>
than its net asset value will be legally issued and outstanding
common stock of the Corporation and will be fully paid and non-
assessable.
We hereby consent to the filing of this opinion as a
part of the Corporation's registration statement filed with the
Securities Exchange Commission under the Securities Act of 1933
and as a part of any application or registration statement
filed under the securities laws of the States of the United
States.
We further consent to the reference to this opinion and
the reference to us as Legal Counsel to the Corporation in the
prospectuses, registration statements and applications.
Very truly yours,
HOUSTON, HOUSTON & DONNELLY
By /s/ Thomas J. Donnelly
<PAGE>
Exhibit 13
FEDERATED ADVISERS
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
(412) 288-1900
December 15, 1993
Insight Institutional Series, Inc.
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
Federated Advisers agrees to purchase 10,000 shares of
Insight U.S. Government Fund (a portfolio of Insight
Institutional Series, Inc.) at the cost of $10.00 each. These
shares are purchased for investment purposes, and Federated
Advisers has no present intention of redeeming these shares.
Very truly yours,
/s/ Gary J. Madich
Gary J. Madich
Senior Vice President
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