Share Class | Ticker
|
A | CAPAX
|
B | CAPBX
|
C | CAPCX
|
F | CAPFX
|
R | CAPRX
|
Institutional | CAPSX
|
|
A
|
B
|
C
|
F
|
R
|
IS
|
Maximum Sales Charge (Load)
|
5.50%
|
5.50%
|
1.00%
|
2.00%
|
None
|
None
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
|
5.50%
|
None
|
None
|
1.00%
|
None
|
None
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption
proceeds, as applicable)
|
0.00%
|
5.50%
|
1.00%
|
1.00%
|
None
|
None
|
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) (as a
percentage of offering price)
|
None
|
None
|
None
|
None
|
None
|
None
|
Redemption Fee (as a percentage of amount redeemed, if applicable)
|
None
|
None
|
None
|
None
|
None
|
None
|
Exchange Fee
|
None
|
None
|
None
|
None
|
None
|
None
|
|
A
|
B
|
C
|
F
|
R
|
IS
|
Management Fee
|
0.60%
|
0.60%
|
0.60%
|
0.60%
|
0.60%
|
0.60%
|
Distribution (12b-1) Fee
|
None
|
0.75%
|
0.75%
|
10.00%
|
0.50%
|
None
|
Other Expenses
|
0.48%
|
0.49%
|
0.48%
|
0.48%
|
0.30%
|
0.23%
|
Acquired Fund Fees and Expenses
|
0.02%
|
0.02%
|
0.02%
|
0.02%
|
0.02%
|
0.02%
|
Total Annual Fund Operating Expenses
|
1.10%
|
1.86%
|
1.85%
|
1.10%
|
1.42%
|
0.85%
|
Fee Waivers and/or Expense Reimbursements2
|
(0.20)%
|
(0.11)%
|
(0.11)%
|
(0.19)%
|
(0.27)%
|
(0.20)%
|
Total Annual Fund Operating Expenses After Fee Waivers and/orExpense Reimbursements
|
0.90%
|
1.75%
|
1.74%
|
0.91%
|
1.15%
|
0.65%
|
|
Minimum
Initial/Subsequent
Investment
Amounts1
|
Maximum Sales Charges
|
|
Shares Offered
|
Front-End
Sales Charge2
|
Contingent
Deferred
Sales Charge3
|
|
A
|
$1,500/$100
|
5.50%
|
0.00%
|
B
|
$1,500/$100
|
None
|
5.50%
|
C
|
$1,500/$100
|
None
|
1.00%
|
F
|
$1,500/$100
|
1.00%
|
1.00%
|
A:
|
|
|
Purchase Amount
|
Sales Charge
as a Percentage
of Public
Offering Price
|
Sales Charge
as a Percentage
of NAV
|
Less than $50,000
|
5.50%
|
5.82%
|
$50,000 but less than $100,000
|
4.50%
|
4.71%
|
$100,000 but less than $250,000
|
3.75%
|
3.90%
|
$250,000 but less than $500,000
|
2.50%
|
2.56%
|
$500,000 but less than $1 million
|
2.00%
|
2.04%
|
$1 million or greater1
|
0.00%
|
0.00%
|
F:
|
|
|
Purchase Amount
|
Sales Charge
as a Percentage
of Public
Offering Price
|
Sales Charge
as a Percentage
of NAV
|
Less than $1 million
|
1.00%
|
1.01%
|
$1 million or greater
|
0.00%
|
0.00%
|
A:
|
|
Purchase Amount
|
Dealer Reallowance
as a Percentage of
Public Offering Price
|
Less than $50,000
|
5.00%
|
$50,000 but less than $100,000
|
4.00%
|
$100,000 but less than $250,000
|
3.25%
|
$250,000 but less than $500,000
|
2.25%
|
$500,000 but less than $1 million
|
1.80%
|
$1 million or greater
|
0.00%
|
F:
|
|
Less than $1 million
|
1.00%
|
$1 million or greater
|
0.00%
|
A (for purchases over $1 million):
|
|
Purchase Amount
|
Advance Commission
as a Percentage of
Public Offering Price
|
First $1 million - $5 million
|
0.75%
|
Next $5 million - $20 million
|
0.50%
|
Over $20 million
|
0.25%
|
C:
|
|
|
Advance Commission
as a Percentage of
Public Offering Price
|
All Purchase Amounts
|
1.00%
|
|
Year Ended
November 30,
|
||||
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$7.94
|
$7.64
|
$8.11
|
$7.61
|
$7.69
|
Income From Investment Operations:
|
|
|
|
|
|
Net investment income1
|
0.28
|
0.28
|
0.32
|
0.30
|
0.32
|
Net realized and unrealized gain (loss)
|
0.38
|
0.31
|
(0.46)
|
0.52
|
(0.04)
|
Total From Investment Operations
|
0.66
|
0.59
|
(0.14)
|
0.82
|
0.28
|
Less Distributions:
|
|
|
|
|
|
Distributions from net investment income
|
(0.29)
|
(0.29)
|
(0.33)
|
(0.32)
|
(0.36)
|
Net Asset Value, End of Period
|
$8.31
|
$7.94
|
$7.64
|
$8.11
|
$7.61
|
Total Return2
|
8.57%
|
7.89%
|
(1.79)%
|
10.94%
|
3.82%
|
Ratios to Average Net Assets:
|
|
|
|
|
|
Net expenses3
|
0.88%
|
0.88%
|
0.88%
|
0.88%
|
0.89%4
|
Net investment income
|
3.58%
|
3.66%
|
4.05%
|
3.80%
|
4.32%
|
Expense waiver/reimbursement5
|
0.19%
|
0.19%
|
0.18%
|
0.16%
|
0.16%
|
Supplemental Data:
|
|
|
|
|
|
Net assets, end of period (000 omitted)
|
$426,630
|
$435,330
|
$487,934
|
$614,835
|
$824,013
|
Portfolio turnover
|
80%
|
59%
|
105%
|
51%
|
71%
|
1
|
Per share numbers have been calculated using the average shares method.
|
2
|
Based on net asset value, which does not reflect the sales charge, redemption fee or contingent deferred sales charge, if applicable.
|
3
|
Amount does not reflect net expenses incurred by investment companies in which the Fund may invest.
|
4
|
The net expense ratio is calculated without reduction for expense offset arrangements. The net expense ratio was 0.89% for the year ended November 30, 2016,
after taking into account these expense reductions.
|
5
|
This expense decrease is reflected in both the net expense and the net investment income ratios shown above. Amount does not reflect expense waiver/
reimbursement recorded by investment companies in which the Fund may invest.
|
|
Year Ended
November 30,
|
||||
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$7.96
|
$7.65
|
$8.13
|
$7.63
|
$7.71
|
Income From Investment Operations:
|
|
|
|
|
|
Net investment income1
|
0.21
|
0.22
|
0.26
|
0.24
|
0.26
|
Net realized and unrealized gain (loss)
|
0.37
|
0.32
|
(0.47)
|
0.52
|
(0.04)
|
Total From Investment Operations
|
0.58
|
0.54
|
(0.21)
|
0.76
|
0.22
|
Less Distributions:
|
|
|
|
|
|
Distributions from net investment income
|
(0.22)
|
(0.23)
|
(0.27)
|
(0.26)
|
(0.30)
|
Net Asset Value, End of Period
|
$8.32
|
$7.96
|
$7.65
|
$8.13
|
$7.63
|
Total Return2
|
7.51%
|
7.12%
|
(2.66)%
|
10.07%
|
3.02%
|
Ratios to Average Net Assets:
|
|
|
|
|
|
Net expenses3
|
1.73%
|
1.71%
|
1.64%
|
1.64%
|
1.65%4
|
Net investment income
|
2.75%
|
2.83%
|
3.28%
|
3.04%
|
3.55%
|
Expense waiver/reimbursement5
|
0.12%
|
0.13%
|
0.18%
|
0.18%
|
0.18%
|
Supplemental Data:
|
|
|
|
|
|
Net assets, end of period (000 omitted)
|
$47,036
|
$59,115
|
$69,110
|
$88,136
|
$92,748
|
Portfolio turnover
|
80%
|
59%
|
105%
|
51%
|
71%
|
1
|
Per share numbers have been calculated using the average shares method.
|
2
|
Based on net asset value, which does not reflect the sales charge, redemption fee or contingent deferred sales charge, if applicable.
|
3
|
Amount does not reflect net expenses incurred by investment companies in which the Fund may invest.
|
4
|
The net expense ratio is calculated without reduction for expense offset arrangements. The net expense ratio was 1.65% for the year ended November 30, 2016,
after taking into account these expense reductions.
|
5
|
This expense decrease is reflected in both the net expense and the net investment income ratios shown above. Amount does not reflect expense waiver/
reimbursement recorded by investment companies in which the Fund may invest.
|
|
Year Ended
November 30,
|
||||
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$7.95
|
$7.64
|
$8.11
|
$7.61
|
$7.69
|
Income From Investment Operations:
|
|
|
|
|
|
Net investment income1
|
0.22
|
0.22
|
0.26
|
0.24
|
0.26
|
Net realized and unrealized gain (loss)
|
0.36
|
0.32
|
(0.46)
|
0.52
|
(0.04)
|
Total From Investment Operations
|
0.58
|
0.54
|
(0.20)
|
0.76
|
0.22
|
Less Distributions:
|
|
|
|
|
|
Distributions from net investment income
|
(0.22)
|
(0.23)
|
(0.27)
|
(0.26)
|
(0.30)
|
Net Asset Value, End of Period
|
$8.31
|
$7.95
|
$7.64
|
$8.11
|
$7.61
|
Total Return2
|
7.53%
|
7.15%
|
(2.55)%
|
10.09%
|
3.03%
|
Ratios to Average Net Assets:
|
|
|
|
|
|
Net expenses3
|
1.71%
|
1.69%
|
1.64%
|
1.64%
|
1.65%4
|
Net investment income
|
2.77%
|
2.84%
|
3.29%
|
3.04%
|
3.56%
|
Expense waiver/reimbursement5
|
0.12%
|
0.12%
|
0.17%
|
0.16%
|
0.16%
|
Supplemental Data:
|
|
|
|
|
|
Net assets, end of period (000 omitted)
|
$252,421
|
$335,247
|
$423,771
|
$599,819
|
$784,221
|
Portfolio turnover
|
80%
|
59%
|
105%
|
51%
|
71%
|
1
|
Per share numbers have been calculated using the average shares method.
|
2
|
Based on net asset value, which does not reflect the sales charge, redemption fee or contingent deferred sales charge, if applicable.
|
3
|
Amount does not reflect net expenses incurred by investment companies in which the Fund may invest.
|
4
|
The net expense ratio is calculated without reduction for expense offset arrangements. The net expense ratio was 1.65% for the year ended November 30, 2016,
after taking into account these expense reductions.
|
5
|
This expense decrease is reflected in both the net expense and the net investment income ratios shown above. Amount does not reflect expense waiver/
reimbursement recorded by investment companies in which the Fund may invest.
|
|
Year Ended
November 30,
|
||||
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$7.94
|
$7.63
|
$8.11
|
$7.60
|
$7.69
|
Income From Investment Operations:
|
|
|
|
|
|
Net investment income1
|
0.28
|
0.28
|
0.32
|
0.30
|
0.32
|
Net realized and unrealized gain (loss)
|
0.36
|
0.32
|
(0.47)
|
0.53
|
(0.05)
|
Total From Investment Operations
|
0.64
|
0.60
|
(0.15)
|
0.83
|
0.27
|
Less Distributions:
|
|
|
|
|
|
Distributions from net investment income
|
(0.28)
|
(0.29)
|
(0.33)
|
(0.32)
|
(0.36)
|
Net Asset Value, End of Period
|
$8.30
|
$7.94
|
$7.63
|
$8.11
|
$7.60
|
Total Return2
|
8.44%
|
8.02%
|
(1.93)%
|
11.08%
|
3.67%
|
Ratios to Average Net Assets:
|
|
|
|
|
|
Net expenses3
|
0.89%
|
0.89%
|
0.89%
|
0.89%
|
0.90%4
|
Net investment income
|
3.57%
|
3.65%
|
4.04%
|
3.79%
|
4.30%
|
Expense waiver/reimbursement5
|
0.18%
|
0.17%
|
0.17%
|
0.16%
|
0.16%
|
Supplemental Data:
|
|
|
|
|
|
Net assets, end of period (000 omitted)
|
$121,891
|
$133,595
|
$152,820
|
$184,305
|
$197,858
|
Portfolio turnover
|
80%
|
59%
|
105%
|
51%
|
71%
|
1
|
Per share numbers have been calculated using the average shares method.
|
2
|
Based on net asset value, which does not reflect the sales charge, redemption fee or contingent deferred sales charge, if applicable.
|
3
|
Amount does not reflect net expenses incurred by investment companies in which the Fund may invest.
|
4
|
The net expense ratio is calculated without reduction for expense offset arrangements. The net expense ratio was 0.90% for the year ended November 30, 2016,
after taking into account these expense reductions.
|
5
|
This expense decrease is reflected in both the net expense and the net investment income ratios shown above. Amount does not reflect expense waiver/
reimbursement recorded by investment companies in which the Fund may invest.
|
|
Year Ended
November 30,
|
||||
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$7.95
|
$7.65
|
$8.12
|
$7.62
|
$7.70
|
Income From Investment Operations:
|
|
|
|
|
|
Net investment income1
|
0.27
|
0.27
|
0.31
|
0.28
|
0.30
|
Net realized and unrealized gain (loss)
|
0.37
|
0.31
|
(0.46)
|
0.52
|
(0.04)
|
Total From Investment Operations
|
0.64
|
0.58
|
(0.15)
|
0.80
|
0.26
|
Less Distributions:
|
|
|
|
|
|
Distributions from net investment income
|
(0.27)
|
(0.28)
|
(0.32)
|
(0.30)
|
(0.34)
|
Net Asset Value, End of Period
|
$8.32
|
$7.95
|
$7.65
|
$8.12
|
$7.62
|
Total Return2
|
8.37%
|
7.68%
|
(1.99)%
|
10.69%
|
3.54%
|
Ratios to Average Net Assets:
|
|
|
|
|
|
Net expenses3
|
1.03%
|
1.07%
|
1.09%
|
1.09%
|
1.13%4
|
Net investment income
|
3.45%
|
3.48%
|
3.84%
|
3.60%
|
4.08%
|
Expense waiver/reimbursement5
|
0.37%
|
0.36%
|
0.35%
|
0.35%
|
0.34%
|
Supplemental Data:
|
|
|
|
|
|
Net assets, end of period (000 omitted)
|
$1,066
|
$1,085
|
$1,076
|
$1,123
|
$1,175
|
Portfolio turnover
|
80%
|
59%
|
105%
|
51%
|
71%
|
1
|
Per share numbers have been calculated using the average shares method.
|
2
|
Based on net asset value.
|
3
|
Amount does not reflect net expenses incurred by investment companies in which the Fund may invest.
|
4
|
The net expense ratio is calculated without reduction for expense offset arrangements. The net expense ratio was 1.13% for the year ended November 30, 2016,
after taking into account these expense reductions.
|
5
|
This expense decrease is reflected in both the net expense and the net investment income ratios shown above. Amount does not reflect expense waiver/
reimbursement recorded by investment companies in which the Fund may invest.
|
|
Year Ended
November 30,
|
||||
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$7.95
|
$7.65
|
$8.12
|
$7.62
|
$7.70
|
Income From Investment Operations:
|
|
|
|
|
|
Net investment income1
|
0.30
|
0.30
|
0.34
|
0.32
|
0.34
|
Net realized and unrealized gain (loss)
|
0.37
|
0.31
|
(0.46)
|
0.52
|
(0.04)
|
Total From Investment Operations
|
0.67
|
0.61
|
(0.12)
|
0.84
|
0.30
|
Less Distributions:
|
|
|
|
|
|
Distributions from net investment income
|
(0.30)
|
(0.31)
|
(0.35)
|
(0.34)
|
(0.38)
|
Net Asset Value, End of Period
|
$8.32
|
$7.95
|
$7.65
|
$8.12
|
$7.62
|
Total Return2
|
8.84%
|
8.15%
|
(1.54)%
|
11.20%
|
4.07%
|
Ratios to Average Net Assets:
|
|
|
|
|
|
Net expenses3
|
0.63%
|
0.63%
|
0.63%
|
0.63%
|
0.64%4
|
Net investment income
|
3.84%
|
3.90%
|
4.30%
|
4.04%
|
4.57%
|
Expense waiver/reimbursement5
|
0.20%
|
0.18%
|
0.17%
|
0.17%
|
0.16%
|
Supplemental Data:
|
|
|
|
|
|
Net assets, end of period (000 omitted)
|
$148,479
|
$177,672
|
$252,899
|
$310,996
|
$302,660
|
Portfolio turnover
|
80%
|
59%
|
105%
|
51%
|
71%
|
1
|
Per share numbers have been calculated using the average shares method.
|
2
|
Based on net asset value.
|
3
|
Amount does not reflect net expenses incurred by investment companies in which the Fund may invest.
|
4
|
The net expense ratio is calculated without reduction for expense offset arrangements. The net expense ratio was 0.64% for the year ended November 30, 2016,
after taking into account these expense reductions.
|
5
|
This expense decrease is reflected in both the net expense and the net investment income ratios shown above. Amount does not reflect expense waiver/
reimbursement recorded by investment companies in which the Fund may invest.
|
FEDERATED HERMES CAPITAL INCOME FUND - B CLASS
|
|||||
ANNUAL EXPENSE RATIO: 1.86%
|
|||||
MAXIMUM FRONT-END SALES CHARGE: NONE
|
|||||
Year
|
Hypothetical
Beginning
Investment
|
Hypothetical
Performance
Earnings
|
Investment
After
Returns
|
Hypothetical
Expenses
|
Hypothetical
Ending
Investment
|
1
|
$10,000.00
|
$500.00
|
$10,500.00
|
$188.92
|
$10,314.00
|
2
|
$10,314.00
|
$515.70
|
$10,829.70
|
$194.85
|
$10,637.86
|
3
|
$10,637.86
|
$531.89
|
$11,169.75
|
$200.97
|
$10,971.89
|
4
|
$10,971.89
|
$548.59
|
$11,520.48
|
$207.28
|
$11,316.41
|
5
|
$11,316.41
|
$565.82
|
$11,882.23
|
$213.79
|
$11,671.75
|
6
|
$11,671.75
|
$583.59
|
$12,255.34
|
$220.50
|
$12,038.24
|
7
|
$12,038.24
|
$601.91
|
$12,640.15
|
$227.43
|
$12,416.24
|
8
|
$12,416.24
|
$620.81
|
$13,037.05
|
$234.57
|
$12,806.11
|
Converts from Class B to Class A
|
|
|
|
Annual Expense Ratio: 1.10%
|
|
9
|
$12,806.11
|
$640.31
|
$13,446.42
|
$143.61
|
$13,305.55
|
10
|
$13,305.55
|
$665.28
|
$13,970.83
|
$149.22
|
$13,824.47
|
Cumulative
|
|
$5,773.90
|
|
$1,981.14
|
|
FEDERATED HERMES CAPITAL INCOME FUND - C CLASS
|
|
|
|||
ANNUAL EXPENSE RATIO: 1.85%
|
|
|
|||
MAXIMUM FRONT-END SALES CHARGE: NONE
|
|
|
|||
Year
|
Hypothetical
Beginning
Investment
|
Hypothetical
Performance
Earnings
|
Investment
After
Returns
|
Hypothetical
Expenses
|
Hypothetical
Ending
Investment
|
1
|
$10,000.00
|
$500.00
|
$10,500.00
|
$187.91
|
$10,315.00
|
2
|
$10,315.00
|
$515.75
|
$10,830.75
|
$193.83
|
$10,639.92
|
3
|
$10,639.92
|
$532.00
|
$11,171.92
|
$199.94
|
$10,975.08
|
4
|
$10,975.08
|
$548.75
|
$11,523.83
|
$206.24
|
$11,320.80
|
5
|
$11,320.80
|
$566.04
|
$11,886.84
|
$212.73
|
$11,677.41
|
6
|
$11,677.41
|
$583.87
|
$12,261.28
|
$219.43
|
$12,045.25
|
7
|
$12,045.25
|
$602.26
|
$12,647.51
|
$226.35
|
$12,424.68
|
8
|
$12,424.68
|
$621.23
|
$13,045.91
|
$233.48
|
$12,816.06
|
9
|
$12,816.06
|
$640.80
|
$13,456.86
|
$240.83
|
$13,219.77
|
10
|
$13,219.77
|
$660.99
|
$13,880.76
|
$248.42
|
$13,636.19
|
Cumulative
|
|
$5,771.69
|
|
$2,169.16
|
|
FEDERATED HERMES CAPITAL INCOME FUND - F CLASS
|
|
|
|||
ANNUAL EXPENSE RATIO: 1.10%
|
|
|
|||
MAXIMUM FRONT-END SALES CHARGE: 1.00%
|
|
|
|||
Year
|
Hypothetical
Beginning
Investment
|
Hypothetical
Performance
Earnings
|
Investment
After
Returns
|
Hypothetical
Expenses
|
Hypothetical
Ending
Investment
|
1
|
$10,000.00
|
$495.00
|
$10,395.00
|
$211.02
|
$10,286.10
|
2
|
$10,286.10
|
$514.31
|
$10,800.41
|
$115.35
|
$10,687.26
|
3
|
$10,687.26
|
$534.36
|
$11,221.62
|
$119.85
|
$11,104.06
|
4
|
$11,104.06
|
$555.20
|
$11,659.26
|
$124.53
|
$11,537.12
|
5
|
$11,537.12
|
$576.86
|
$12,113.98
|
$129.38
|
$11,987.07
|
6
|
$11,987.07
|
$599.35
|
$12,586.42
|
$134.43
|
$12,454.57
|
7
|
$12,454.57
|
$622.73
|
$13,077.30
|
$139.67
|
$12,940.30
|
8
|
$12,940.30
|
$647.02
|
$13,587.32
|
$145.12
|
$13,444.97
|
9
|
$13,444.97
|
$672.25
|
$14,117.22
|
$150.78
|
$13,969.32
|
10
|
$13,969.32
|
$698.47
|
$14,667.79
|
$156.66
|
$14,514.12
|
Cumulative
|
|
$5,915.55
|
|
$1,426.79
|
|
FEDERATED HERMES CAPITAL INCOME FUND - R CLASS
|
|
|
|||
ANNUAL EXPENSE RATIO: 1.42%
|
|
|
|||
MAXIMUM FRONT-END SALES CHARGE: NONE
|
|
|
|||
Year
|
Hypothetical
Beginning
Investment
|
Hypothetical
Performance
Earnings
|
Investment
After
Returns
|
Hypothetical
Expenses
|
Hypothetical
Ending
Investment
|
1
|
$10,000.00
|
$500.00
|
$10,500.00
|
$144.54
|
$10,358.00
|
2
|
$10,358.00
|
$517.90
|
$10,875.90
|
$149.72
|
$10,728.82
|
3
|
$10,728.82
|
$536.44
|
$11,265.26
|
$155.08
|
$11,112.91
|
4
|
$11,112.91
|
$555.65
|
$11,668.56
|
$160.63
|
$11,510.75
|
5
|
$11,510.75
|
$575.54
|
$12,086.29
|
$166.38
|
$11,922.83
|
6
|
$11,922.83
|
$596.14
|
$12,518.97
|
$172.33
|
$12,349.67
|
7
|
$12,349.67
|
$617.48
|
$12,967.15
|
$178.50
|
$12,791.79
|
8
|
$12,791.79
|
$639.59
|
$13,431.38
|
$184.89
|
$13,249.74
|
9
|
$13,249.74
|
$662.49
|
$13,912.23
|
$191.51
|
$13,724.08
|
10
|
$13,724.08
|
$686.20
|
$14,410.28
|
$198.37
|
$14,215.40
|
Cumulative
|
|
$5,887.43
|
|
$1,701.95
|
|
FEDERATED HERMES CAPITAL INCOME FUND - IS CLASS
|
|
|
|||
ANNUAL EXPENSE RATIO: 0.85%
|
|
|
|||
MAXIMUM FRONT-END SALES CHARGE: NONE
|
|
|
|||
Year
|
Hypothetical
Beginning
Investment
|
Hypothetical
Performance
Earnings
|
Investment
After
Returns
|
Hypothetical
Expenses
|
Hypothetical
Ending
Investment
|
1
|
$10,000.00
|
$500.00
|
$10,500.00
|
$86.76
|
$10,415.00
|
2
|
$10,415.00
|
$520.75
|
$10,935.75
|
$90.36
|
$10,847.22
|
3
|
$10,847.22
|
$542.36
|
$11,389.58
|
$94.11
|
$11,297.38
|
4
|
$11,297.38
|
$564.87
|
$11,862.25
|
$98.02
|
$11,766.22
|
5
|
$11,766.22
|
$588.31
|
$12,354.53
|
$102.09
|
$12,254.52
|
6
|
$12,254.52
|
$612.73
|
$12,867.25
|
$106.32
|
$12,763.08
|
7
|
$12,763.08
|
$638.15
|
$13,401.23
|
$110.74
|
$13,292.75
|
8
|
$13,292.75
|
$664.64
|
$13,957.39
|
$115.33
|
$13,844.40
|
9
|
$13,844.40
|
$692.22
|
$14,536.62
|
$120.12
|
$14,418.94
|
10
|
$14,418.94
|
$720.95
|
$15,139.89
|
$125.10
|
$15,017.33
|
Cumulative
|
|
$6,044.98
|
|
$1,048.95
|
|
Share Class | Ticker
|
A | CAPAX
|
B | CAPBX
|
C | CAPCX
|
F | CAPFX
|
R | CAPRX
|
Institutional | CAPSX
|
|
Contents
|
1
|
How is the Fund Organized?
|
|
2020
|
2019
|
2018
|
|||
|
Total Sales
Charges
|
Amount
Retained
|
Total Sales
Charges
|
Amount
Retained
|
Total Sales
Charges
|
Amount
Retained
|
Class A Shares
|
$ 304,360
|
$ 33,464
|
$ 352,408
|
$ 44,671
|
$ 447,237
|
$ 49,280
|
Class B Shares
|
$ 79,410
|
$ 79,410
|
$ 120,777
|
$ 120,777
|
$ 234,083
|
$ 234,083
|
Class C Shares
|
$ 6,316
|
$ 6,316
|
$ 11,613
|
$ 11,613
|
$ 15,603
|
$ 15,603
|
Class F Shares
|
$ 24,570
|
$ 16,311
|
$ 53,669
|
$ 36,430
|
$ 118,378
|
$ 86,029
|
Name
Birth Date
Positions Held with Fund
Date Service Began
|
Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)
|
Aggregate
Compensation
From Trust
(past fiscal year)
|
Total Compensation
From Fund and
Federated Hermes Complex
(past calendar year)
|
J. Christopher Donahue*
Birth Date: April 11, 1949
President and Trustee
Indefinite Term
Began serving: January 2000
|
Principal Occupations: Principal Executive Officer and President of certain
of the Funds in the Federated Hermes Complex; Director or Trustee of the
Funds in the Federated Hermes Complex; President, Chief Executive
Officer and Director, Federated Hermes, Inc.; Chairman and Trustee,
Federated Investment Management Company; Trustee, Federated
Investment Counseling; Chairman and Director, Federated Global
Investment Management Corp.; Chairman and Trustee, Federated Equity
Management Company of Pennsylvania; Trustee, Federated Shareholder
Services Company; Director, Federated Services Company.
Previous Positions: President, Federated Investment Counseling; President
and Chief Executive Officer, Federated Investment Management Company,
Federated Global Investment Management Corp. and Passport
Research, Ltd.; Chairman, Passport Research, Ltd.
|
$0
|
$0
|
John B. Fisher*
Birth Date: May 16, 1956
Trustee
Indefinite Term
Began serving: May 2016
|
Principal Occupations: Principal Executive Officer and President of certain
of the Funds in the Federated Hermes Complex; Director or Trustee of
certain of the Funds in the Federated Hermes Complex; Vice President,
Federated Hermes, Inc.; President, Director/Trustee and CEO, Federated
Advisory Services Company, Federated Equity Management Company of
Pennsylvania, Federated Global Investment Management Corp., Federated
Investment Counseling, Federated Investment Management Company;
President of some of the Funds in the Federated Hermes Complex and
Director, Federated Investors Trust Company.
Previous Positions: President and Director of the Institutional Sales
Division of Federated Securities Corp.; President and Director of Federated
Investment Counseling; President and CEO of Passport Research, Ltd.;
Director, Edgewood Securities Corp.; Director, Federated Services
Company; Director, Federated Hermes, Inc.; Chairman and Director,
Southpointe Distribution Services, Inc. and President, Technology,
Federated Services Company.
|
$0
|
$0
|
Name
Birth Date
Positions Held with Fund
Date Service Began
|
Principal Occupation(s) and Other Directorships Held for
Past Five Years, Previous Position(s) and Qualifications
|
Aggregate
Compensation
From Trust
(past fiscal year)
|
Total Compensation
From Fund and
Federated Hermes Complex
(past calendar year)
|
John T. Collins
Birth Date: January 24, 1947
Trustee
Indefinite Term
Began serving: October 2013
|
Principal Occupations: Director or Trustee and Chair of the Board of
Directors or Trustees, of the Federated Hermes Complex; formerly,
Chairman and CEO, The Collins Group, Inc. (a private equity firm) (Retired).
Other Directorships Held: Chairman of the Board of Directors, Director,
KLX Energy Services Holdings, Inc. (oilfield services); former Director of KLX
Corp (aerospace).
Qualifications: Mr. Collins has served in several business and financial
management roles and directorship positions throughout his career.
Mr. Collins previously served as Chairman and CEO of The Collins Group,
Inc. (a private equity firm) and as a Director of KLX Corp. Mr. Collins serves
as Chairman Emeriti, Bentley University. Mr. Collins previously served as
Director and Audit Committee Member, Bank of America Corp.; Director,
FleetBoston Financial Corp.; and Director, Beth Israel Deaconess Medical
Center (Harvard University Affiliate Hospital).
|
$846.01
|
$286,000
|
G. Thomas Hough
Birth Date: February 28, 1955
Trustee
Indefinite Term
Began serving: August 2015
|
Principal Occupations: Director or Trustee, Chair of the Audit Committee
of the Federated Hermes Complex; formerly, Vice Chair, Ernst & Young LLP
(public accounting firm) (Retired).
Other Directorships Held: Director, Chair of the Audit Committee,
Equifax, Inc.; Director, Member of the Audit Committee, Haverty Furniture
Companies, Inc.; formerly, Director, Member of Governance and
Compensation Committees, Publix Super Markets, Inc.
Qualifications: Mr. Hough has served in accounting, business management
and directorship positions throughout his career. Mr. Hough most recently
held the position of Americas Vice Chair of Assurance with Ernst &
Young LLP (public accounting firm). Mr. Hough serves on the President’s
Cabinet and Business School Board of Visitors for the University of
Alabama. Mr. Hough previously served on the Business School Board of
Visitors for Wake Forest University, and he previously served as an
Executive Committee member of the United States Golf Association.
|
$949.53
|
$321,000
|
Maureen Lally-Green
Birth Date: July 5, 1949
Trustee
Indefinite Term
Began serving: August 2009
|
Principal Occupations: Director or Trustee of the Federated Hermes
Complex; Adjunct Professor Emerita of Law, Duquesne University School of
Law; formerly, Dean of the Duquesne University School of Law and
Professor of Law and Interim Dean of the Duquesne University School of
Law; formerly, Associate General Secretary and Director, Office of Church
Relations, Diocese of Pittsburgh.
Other Directorships Held: Director, CNX Resources Corporation (formerly
known as CONSOL Energy Inc.).
Qualifications: Judge Lally-Green has served in various legal and business
roles and directorship positions throughout her career. Judge Lally-Green
previously held the position of Dean of the School of Law of Duquesne
University (as well as Interim Dean). Judge Lally-Green previously served as
a member of the Superior Court of Pennsylvania and as a Professor of Law,
Duquesne University School of Law. Judge Lally-Green was appointed by
the Supreme Court of Pennsylvania to serve on the Supreme Court’s Board
of Continuing Judicial Education and the Supreme Court’s Appellate Court
Procedural Rules Committee. Judge Lally-Green also currently holds the
positions on not for profit or for profit boards of directors as follows:
Director and Chair, UPMC Mercy Hospital; Regent, Saint Vincent Seminary;
Member, Pennsylvania State Board of Education (public); Director, Catholic
Charities, Pittsburgh; and Director, CNX Resources Corporation (formerly
known as CONSOL Energy Inc.). Judge Lally-Green has held the positions
of: Director, Auberle; Director, Epilepsy Foundation of Western and Central
Pennsylvania; Director, Ireland Institute of Pittsburgh; Director, Saint
Thomas More Society; Director and Chair, Catholic High Schools of the
Diocese of Pittsburgh, Inc.; Director, Pennsylvania Bar Institute; Director,
Saint Vincent College; Director and Chair, North Catholic High School, Inc.;
and Director and Vice Chair, Our Campaign for the Church Alive!, Inc.
|
$846.01
|
$286,000
|
Name
Birth Date
Positions Held with Fund
Date Service Began
|
Principal Occupation(s) and Other Directorships Held for
Past Five Years, Previous Position(s) and Qualifications
|
Aggregate
Compensation
From Trust
(past fiscal year)
|
Total Compensation
From Fund and
Federated Hermes Complex
(past calendar year)
|
Thomas M. O’Neill
Birth Date: June 14, 1951
Trustee
Indefinite Term
Began serving: August 2006
|
Principal Occupations: Director or Trustee of the Federated Hermes
Complex; Sole Proprietor, Navigator Management Company (investment
and strategic consulting).
Other Directorships Held: None.
Qualifications: Mr. O’Neill has served in several business, mutual fund and
financial management roles and directorship positions throughout his
career. Mr. O’Neill serves as Director, Medicines for Humanity and Director,
The Golisano Children’s Museum of Naples, Florida. Mr. O’Neill previously
served as Chief Executive Officer and President, Managing Director and
Chief Investment Officer, Fleet Investment Advisors; President and Chief
Executive Officer, Aeltus Investment Management, Inc.; General Partner,
Hellman, Jordan Management Co., Boston, MA; Chief Investment Officer,
The Putnam Companies, Boston, MA; Credit Analyst and Lending Officer,
Fleet Bank; Director and Consultant, EZE Castle Software (investment order
management software); and Director, Midway Pacific (lumber).
|
$846.01
|
$286,000
|
Madelyn A. Reilly
Birth Date: February 2, 1956
Trustee
Indefinite Term
Began serving: November 2020
|
Principal Occupations: Director or Trustee of the Federated Hermes
Complex; Senior Vice President for Legal Affairs, General Counsel and
Secretary of the Board of Trustees, Duquesne University.
Other Directorships Held: None.
Qualifications: Ms. Reilly has served in various business and legal
management roles throughout her career. Ms. Reilly previously served as
Director of Risk Management and Associate General Counsel, Duquesne
University. Prior to her work at Duquesne University, Ms. Reilly served as
Assistant General Counsel of Compliance and Enterprise Risk as well as
Senior Counsel of Environment, Health and Safety, PPG Industries.
|
$124.71
|
$49,668.48
|
P. Jerome Richey
Birth Date: February 23, 1949
Trustee
Indefinite Term
Began serving: October 2013
|
Principal Occupations: Director or Trustee of the Federated Hermes
Complex; Management Consultant; Retired; formerly, Senior Vice
Chancellor and Chief Legal Officer, University of Pittsburgh and Executive
Vice President and Chief Legal Officer, CONSOL Energy Inc. (split into two
separate publicly traded companies known as CONSOL Energy Inc. and
CNX Resources Corp.).
Other Directorships Held: None.
Qualifications: Mr. Richey has served in several business and legal
management roles and directorship positions throughout his career.
Mr. Richey most recently held the positions of Senior Vice Chancellor and
Chief Legal Officer, University of Pittsburgh. Mr. Richey previously served as
Chairman of the Board, Epilepsy Foundation of Western Pennsylvania and
Chairman of the Board, World Affairs Council of Pittsburgh. Mr. Richey
previously served as Chief Legal Officer and Executive Vice President,
CONSOL Energy Inc. and CNX Gas Company; and Board Member, Ethics
Counsel and Shareholder, Buchanan Ingersoll & Rooney PC (a law firm).
|
$769.09
|
$260,000
|
John S. Walsh
Birth Date: November 28, 1957
Trustee
Indefinite Term
Began serving: November 1999
|
Principal Occupations: Director or Trustee of the Federated Hermes
Complex; President and Director, Heat Wagon, Inc. (manufacturer of
construction temporary heaters); President and Director, Manufacturers
Products, Inc. (distributor of portable construction heaters); President,
Portable Heater Parts, a division of Manufacturers Products, Inc.
Other Directorships Held: None.
Qualifications: Mr. Walsh has served in several business management roles
and directorship positions throughout his career. Mr. Walsh previously
served as Vice President, Walsh & Kelly, Inc. (paving contractors).
|
$1,020.51
|
$345,000
|
Name
Birth Date
Address
Positions Held with Fund
Date Service Began
|
Principal Occupation(s) and Previous Position(s)
|
Lori A. Hensler
Birth Date: January 6, 1967
Treasurer
Officer since: April 2013
|
Principal Occupations: Principal Financial Officer and Treasurer of the Federated Hermes Complex; Senior Vice President,
Federated Administrative Services; Financial and Operations Principal for Federated Securities Corp.; and Assistant Treasurer,
Federated Investors Trust Company. Ms. Hensler has received the Certified Public Accountant designation.
Previous Positions: Controller of Federated Hermes, Inc.; Senior Vice President and Assistant Treasurer, Federated Investors
Management Company; Treasurer, Federated Investors Trust Company; Assistant Treasurer, Federated Administrative Services,
Federated Administrative Services, Inc., Federated Securities Corp., Edgewood Services, Inc., Federated Advisory Services
Company, Federated Equity Management Company of Pennsylvania, Federated Global Investment Management Corp.,
Federated Investment Counseling, Federated Investment Management Company, Passport Research, Ltd. and Federated MDTA,
LLC; Financial and Operations Principal for Federated Securities Corp., Edgewood Services, Inc. and Southpointe Distribution
Services, Inc.
|
Peter J. Germain
Birth Date: September 3, 1959
CHIEF LEGAL OFFICER,
SECRETARY and EXECUTIVE
VICE PRESIDENT
Officer since: January 2005
|
Principal Occupations: Mr. Germain is Chief Legal Officer, Secretary and Executive Vice President of the Federated Hermes
Complex. He is General Counsel, Chief Legal Officer, Secretary and Executive Vice President, Federated Hermes, Inc.; Trustee
and Senior Vice President, Federated Investors Management Company; Trustee and President, Federated Administrative
Services; Director and President, Federated Administrative Services, Inc.; Director and Vice President, Federated Securities
Corp.; Director and Secretary, Federated Private Asset Management, Inc.; Secretary, Federated Shareholder Services Company;
and Secretary, Retirement Plan Service Company of America. Mr. Germain joined Federated Hermes, Inc. in 1984 and is a
member of the Pennsylvania Bar Association.
Previous Positions: Deputy General Counsel, Special Counsel, Managing Director of Mutual Fund Services, Federated Hermes,
Inc.; Senior Vice President, Federated Services Company; and Senior Corporate Counsel, Federated Hermes, Inc.
|
Stephen Van Meter
Birth Date: June 5, 1975
CHIEF COMPLIANCE OFFICER
AND SENIOR VICE PRESIDENT
Officer since: July 2015
|
Principal Occupations: Senior Vice President and Chief Compliance Officer of the Federated Hermes Complex; Vice President
and Chief Compliance Officer of Federated Hermes, Inc. and Chief Compliance Officer of certain of its subsidiaries.
Mr. Van Meter joined Federated Hermes, Inc. in October 2011. He holds FINRA licenses under Series 3, 7, 24 and 66.
Previous Positions: Mr. Van Meter previously held the position of Compliance Operating Officer, Federated Hermes, Inc. Prior to
joining Federated Hermes, Inc., Mr. Van Meter served at the United States Securities and Exchange Commission in the positions
of Senior Counsel, Office of Chief Counsel, Division of Investment Management and Senior Counsel, Division of Enforcement.
|
Stephen F. Auth
Birth Date: September 13, 1956
101 Park Avenue
41st Floor
New York, NY 10178
CHIEF INVESTMENT OFFICER
Officer since: May 2004
|
Principal Occupations: Stephen F. Auth is Chief Investment Officer of various Funds in the Federated Hermes Complex;
Executive Vice President, Federated Investment Counseling, Federated Global Investment Management Corp. and Federated
Equity Management Company of Pennsylvania.
Previous Positions: Executive Vice President, Federated Investment Management Company and Passport Research, Ltd.
(investment advisory subsidiary of Federated Hermes); Senior Vice President, Global Portfolio Management Services Division;
Senior Vice President, Federated Investment Management Company and Passport Research, Ltd.; Senior Managing Director and
Portfolio Manager, Prudential Investments.
|
Director/Trustee Emeritus
|
Compensation
From Trust
(past fiscal year)
|
Total
Compensation
Paid to
Director/Trustee
Emeritus1
|
Peter E. Madden
|
$ 144.18
|
$ 52,000.00
|
Charles F. Mansfield, Jr. 2
|
$ 0.00
|
$ 0.00
|
Board
Committee
|
Committee
Members
|
Committee Functions
|
Meetings Held
During Last
Fiscal Year
|
Executive
|
J. Christopher Donahue
John T. Collins
John S. Walsh
|
In between meetings of the full Board, the Executive Committee generally may
exercise all the powers of the full Board in the management and direction of the
business and conduct of the affairs of the Trust in such manner as the Executive
Committee shall deem to be in the best interests of the Trust. However, the
Executive Committee cannot elect or remove Board members, increase or decrease
the number of Trustees, elect or remove any Officer, declare dividends, issue shares
or recommend to shareholders any action requiring shareholder approval.
|
One
|
Audit
|
G. Thomas Hough
Maureen Lally-Green
Thomas M. O’Neill
P. Jerome Richey
|
The purposes of the Audit Committee are to oversee the accounting and financial
reporting process of the Fund, the Fund’s internal control over financial reporting
and the quality, integrity and independent audit of the Fund’s financial statements.
The Committee also oversees or assists the Board with the oversight of compliance
with legal requirements relating to those matters, approves the engagement and
reviews the qualifications, independence and performance of the Fund’s
independent registered public accounting firm, acts as a liaison between the
independent registered public accounting firm and the Board and reviews the Fund’s
internal audit function.
|
Seven
|
Board
Committee
|
Committee
Members
|
Committee Functions
|
Meetings Held
During Last
Fiscal Year
|
Nominating
|
John T. Collins
G. Thomas Hough
Maureen Lally-Green
Thomas M. O’Neill
Madelyn A. Reilly
P. Jerome Richey
John S. Walsh
|
The Nominating Committee, whose members consist of all Independent Trustees,
selects and nominates persons for election to the Fund’s Board when vacancies
occur. The Committee will consider candidates recommended by shareholders,
Independent Trustees, officers or employees of any of the Fund’s agents or service
providers and counsel to the Fund. Any shareholder who desires to have an
individual considered for nomination by the Committee must submit a
recommendation in writing to the Secretary of the Fund, at the Fund’s address
appearing on the back cover of this SAI. The recommendation should include the
name and address of both the shareholder and the candidate and detailed
information concerning the candidate’s qualifications and experience. In identifying
and evaluating candidates for consideration, the Committee shall consider such
factors as it deems appropriate. Those factors will ordinarily include: integrity,
intelligence, collegiality, judgment, diversity, skill, business and other experience,
qualification as an “Independent Trustee,” the existence of material relationships
which may create the appearance of a lack of independence, financial or accounting
knowledge and experience and dedication and willingness to devote the time and
attention necessary to fulfill Board responsibilities.
|
One
|
Interested Board
Member Name
|
Dollar Range of
Shares Owned in
Federated Hermes Capital
Income Fund
|
Aggregate
Dollar Range of
Shares Owned in
Federated Hermes Family of
Investment Companies
|
J. Christopher Donahue
|
None
|
Over $100,000
|
John B. Fisher
|
None
|
Over $100,000
|
Independent Board
Member Name
|
|
|
John T. Collins
|
None
|
Over $100,000
|
G. Thomas Hough
|
None
|
Over $100,000
|
Maureen Lally-Green
|
None
|
Over $100,000
|
Thomas M. O’Neill
|
None
|
Over $100,000
|
Madelyn A. Reilly
|
None
|
None
|
P. Jerome Richey
|
None
|
Over $100,000
|
John S. Walsh
|
None
|
Over $100,000
|
Types of Accounts Managed
by Jerome Conner
|
Total Number of Additional Accounts
Managed/Total Assets*
|
Registered Investment Companies
|
4/$10.6 billion
|
Other Pooled Investment Vehicles
|
0/$0
|
Other Accounts
|
5/$60.9 million
|
Types of Accounts Managed
by Todd Abraham
|
Total Number of Additional Accounts
Managed/Total Assets*
|
Registered Investment Companies
|
17/$4.5 billion
|
Other Pooled Investment Vehicles
|
0/$0
|
Other Accounts
|
0/$0
|
Types of Accounts Managed
by Mark Durbiano
|
Total Number of Additional Accounts
Managed/Total Assets*
|
Additional Accounts/Assets Managed
that are Subject to Advisory Fee
Based on Account Performance
|
Registered Investment Companies
|
20/$17.8 billion
|
0/$0
|
Other Pooled Investment Vehicles
|
3/$298.6 million
|
0/$0
|
Other Accounts
|
6/$796.7 million
|
1/$93.6 million
|
Types of Accounts Managed
by Ihab Salib
|
Total Number of Additional Accounts
Managed/Total Assets*
|
Additional Accounts/Assets Managed
that are Subject to Advisory Fee
Based on Account Performance
|
Registered Investment Companies
|
13/$2.3 billion
|
0/$0
|
Other Pooled Investment Vehicles
|
7/$507.0 million
|
0/$0
|
Other Accounts
|
0/$0
|
2/$393.8 million
|
Broker Dealer
|
Amount of
Securities Owned
|
JPMorgan Chase & Co.
Goldman Sachs Group, Inc.
Jefferies Group LLC
|
$11,800,526
$7,528,359
$52,494
|
Average Daily Net Assets
of the Investment Complex
|
|
0.100 of 1%
|
on assets up to $50 billion
|
0.075 of 1%
|
on assets over $50 billion
|
For the Year Ended November 30
|
2020
|
2019
|
2018
|
Advisory Fee Earned
|
$ 6,101,869
|
$ 7,451,672
|
$ 9,600,984
|
Advisory Fee Waived
|
$ 1,212,529
|
$ 1,374,490
|
$ 1,664,908
|
Advisory Fee Reimbursed
|
$ 3,108
|
$ 3,550
|
$ 8,628
|
Brokerage Commissions
|
$ 1,520,573
|
$ 1,656,068
|
$ 3,365,443
|
Net Administrative Fee
|
$ 798,139
|
$ 987,310
|
$ 1,282,312
|
Net 12b-1 Fee:
|
|
|
|
Class B Shares
|
$ 381,445
|
$ 475,756
|
$ 595,026
|
Class C Shares
|
$ 2,113,164
|
$ 2,799,842
|
$ 3,863,003
|
Class R Shares
|
$ 2,565
|
$ 2,557
|
$ 2,754
|
Net Shareholder Services Fee:
|
|
|
|
Class A Shares
|
$ 1,016,957
|
$ 1,145,452
|
$ 1,379,727
|
Class B Shares
|
$ 127,148
|
$ 158,585
|
$ 198,342
|
Class C Shares
|
$ 704,388
|
$ 933,281
|
$ 1,287,668
|
Class F Shares
|
$ 303,817
|
$ 352,679
|
$422,856
|
Gross income from securities lending activities
|
$ 00.00
|
Fees and/or compensation for securities lending activities and related services
|
|
Fees paid to securities lending agent from a revenue split
|
$ 00.00
|
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in
the revenue split
|
—
|
Administrative fees not included in revenue split
|
—
|
Indemnification fee not included in revenue split
|
—
|
Rebate (paid to borrower)
|
$ 00.00
|
Other fees not included in revenue split (specify)
|
—
|
Aggregate fees/compensation for securities lending activities
|
$ 00.00
|
Net income from securities lending activities
|
$00.00
|
Item 28. Exhibits
(a) | Declaration of Trust | |
|
(b) | By-Laws | |
|
(c) | Instruments Defining Rights of Security Holders | |
1 |
|
|
As of September 1, 1997, Federated Securities Corp. stopped issuing share certificates.
|
(d) | Investment Advisory Contracts | |
Federated Investment Management Company | ||
1 |
|
|
Federated Equity Management Company of Pennsylvania | ||
2 |
|
|
3 |
|
|
Sub-Advisory Agreements | ||
4 |
|
|
5 |
|
(e) | Underwriting Contracts | |
1 |
|
|
2 |
|
(f) | Bonus or Profit Sharing Contracts | |
Not applicable
|
(g) | Custodian Agreements | |
1 |
|
|
2 |
|
+ |
(h) | Other Material Contracts | |
1 | Services Agreement | |
(a) |
|
+ |
(b) |
|
|
(c) |
|
+ |
(d) |
|
|
(e) |
|
|
2 | Transfer Agency Agreement | |
|
||
3 | Administrative Services Agreement | |
(a) | Conformed copy of the Second Amended and Restated Agreement for Administrative Services between the Federated Funds and Federated Administrative Services dated September 1, 2017, including Exhibit A (revised December 1, 2020) and Exhibit B |
+ |
(b) | Conformed copy of the Sub-Administration Agreement between State Street Bank and Trust Company and Federated Administrative Services on behalf of the Registrant, dated October 1, 2011, including Schedule A and Schedule B | + |
4 | Financial Administration and Accounting Agreement | |
(a) |
|
+ |
(b) |
Conformed copy of the Fund Accounting Agreement between the Federated Funds and The Bank of New York Mellon dated March 1, 2011, as amended, updated as of December 1, 2020, as filed via EDGAR in Post-Effective Amendment No. 225 on December 28, 2020 on Form N-1A (File Nos. 33-3164 and 811-4577)
|
(i) | Legal Opinion | |
Conformed copy of Opinion and Consent of Counsel as to legality of shares being registered, as filed in Pre-Effective Amendment No. 3 on June 19, 1986 on Form N-1A (File Nos. 33-3164 and 811-4577)
|
(j) | Other Opinions | |
1 |
Conformed copy of Consent of Independent Registered Public Accounting Firm Ernst & Young
|
NA
|
2 |
Conformed copy of Consent of Independent Registered Public Accounting Firm KPMG LLP
|
+ |
(k) | Omitted Financial Statements | |
Not Applicable
|
(l) | Initial Capital Agreements | |
Conformed copy of Initial Capital Agreement of the Registrant, as filed in Pre-Effective Amendment No. 3 on June 19, 1986 on Form N-1A (File Nos. 33-3164 and 811-4577)
|
(m) | Rule 12b-1 Plan | |
1 |
|
|
2 |
|
(o) | Powers of Attorney | |
|
(p) | Codes of Ethics | |
|
+ |
Exhibit is being filed electronically with registration statement
|
Exhibit List for Inline Interactive Data File Submission.
Index No. | Description of Exhibit |
EX-101.INS | XBRL Instance Document - Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document. |
EX-101.SCH | XBRL Taxonomy Extension Schema Document |
EX-101.CAL | XBRL Taxonomy Extension Calculation Linkbase |
EX-101.DEF | XBRL Taxonomy Extension Definition Linkbase |
EX-101.LAB | XBRL Taxonomy Extension Labels Linkbase |
EX-101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
Item 29 Persons Controlled by or Under Common Control with the Fund: |
None |
Item 30 Indemnification |
Indemnification is provided to Officers and Trustees of the Registrant pursuant to the Registrant's By-Laws, as amended. This includes indemnification against: (a) any liabilities or expenses incurred in connection with the defense or disposition of any action, suit or proceeding in which an Officer or Trustee may be or may have been involved; and (b) any liabilities and expenses incurred by an Officer or Trustee as a result of having provided personally identifiable information to a regulator or counterparty by or with whom the Registrant (or its series, as applicable) is regulated or engages in business to satisfy a legal or procedural requirement of such regulator or counterparty. The Investment Advisory Contract, and Sub-advisory Agreement as applicable, (collectively, “Advisory Contracts”) between the Registrant and the investment adviser, and sub-adviser as applicable, (collectively, “Advisers”) of its series, provide that, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties under the Advisory Contracts on the part of the Advisers, Advisers 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. The Registrant’s distribution contract contains provisions limiting the liability, and providing for indemnification, of the Officers and Trustees under certain circumstances. Registrant's Trustees 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 Trustees, Officers, and controlling persons of the Registrant by the Registrant pursuant to the By-Laws, as amended, 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 Trustees), Officers, or controlling persons of the Registrant in connection with the successful defense of any act, suit, or proceeding) is asserted by such Trustees, 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 Trustees, Officers, and controlling persons of the Registrant by the Registrant pursuant to the By-Laws, as amended, 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 By-Laws, as amended, or otherwise, in the absence of a final decision on the merits by a court or other 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 Trustees 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, Trustee 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 Trustees 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.
|
(b) | ||
(1) Positions and Offices with Distributor |
(2) Name
|
(3) Positions and Offices With Registrant |
Executive Vice President, Assistant Secretary and Director: | Thomas R. Donahue | |
President and Director: | Paul Uhlman | |
Vice President and Director: | Peter J. Germain | |
Director: | Frank C. Senchak |
(1) Positions and Offices with Distributor |
(2) Name
|
(3) Positions and Offices With Registrant |
Executive Vice Presidents: |
Michael Bappert Peter W. Eisenbrandt Solon A. Person, IV |
|
Senior Vice Presidents: |
Irving Anderson Daniel G. Berry Jack Bohnet Edwin J. Brooks, III Bryan Burke Scott J. Charlton Steven R. Cohen James S. Conley Stephen R. Cronin Charles L. Davis, Jr. Michael T. Dieschborg Michael T. DiMarsico Jack C. Ebenreiter James Getz, Jr. Scott A. Gunderson Dayna C. Haferkamp Vincent L. Harper, Jr. Bruce E. Hastings Donald Jacobson Jeffrey S. Jones Scott D. Kavanagh Harry J. Kennedy Michael Koenig Edwin C. Koontz Anne H. Kruczek Jane E. Lambesis Jerry Landrum Hans W. Lange, Jr. Michael Liss Diane Marzula Amy Michaliszyn Richard C. Mihm Vincent T. Morrow Alec H. Neilly Keith Nixon James E. Ostrowski Stephen Otto Richard P. Paulson Richard A. Recker Diane M. Robinson Brian S. Ronayne Timothy A. Rosewicz Eduardo G. Sanchez Tom Schinabeck Edward L. Smith John Staley William C. Tustin Michael N. Vahl G. Walter Whalen Lewis C. Williams Michael Wolff Daniel R. Wroble Erik Zettlemayer Paul Zuber |
|
Vice Presidents: |
Frank Amato Catherine M. Applegate Kenneth C. Baber Raisa E. Barkaloff Robert W. Bauman Marc Benacci Christopher D. Berg Bill Boarts Matthew A. Boyle Edward R. Bozek Thomas R. Brown Mark Carroll Dan Casey Stephen J. Costlow Mary Ellen Coyne Kevin J. Crenny David G. Dankmyer Christopher T. Davis Donald Edwards Mark A. Flisek Stephen Francis Heather W. Froelich David D. Gregoire Raymond J. Hanley George M. Hnaras Scott A. Holick Ryan W. Jones Todd Jones Patrick Kelly Nicholas R. Kemerer Robert H. Kern Shawn E. Knutson Crystal C. Kwok David M. Larrick John P. Liekar Jonathan Lipinski Paul J. Magan Margaret M. Magrish Alexi A. Maravel Meghan McAndrew Martin J. McCaffrey Samuel McGowan Daniel McGrath Brian McInis John C. Mosko Mark J. Murphy Catherine M. Nied Ted Noethling John A. O’Neill Mark Patsy Marcus Persichetti Max E. Recker Emory Redd Matt Ryan |
|
John Shrewsbury Peter Siconolfi Neal Siena Justin Slomkowski Bradley Smith John R. Stanley Mark Strubel Jonathan Sullivan David Wasik Theodore Williams Brian R. Willer Littell L. Wilson James J. Wojciak |
||
Assistant Vice Presidents: |
Debbie Adams-Marshall Zachary J. Bono Edward R. Costello Madison Dischinger Chris Jackson Kristen C. Kiesling Anthony W. Lennon Stephen R. Massey Carol McEvoy McCool John K. Murray Melissa R. Ryan Carol Anne Sheppard Scott A. Vallina Laura Vickerman |
|
Secretary: | Kary A. Moore | |
Assistant Secretaries: | Edward C. Bartley | |
Thomas R. Donahue | ||
George F. Magera | ||
Treasurer: | Richard A. Novak | |
Assistant Treasurer: | Jeremy D. Boughton | |
Chief Compliance Officer: | Stephen Van Meter |
(c) | Not Applicable |
Item 33. Location of Accounts and Records: |
All accounts and records required to be maintained by Section 31(a) of the Investment Company Act of 1940 and Rules 31a-1 through 31a-3 promulgated thereunder and those records required to be maintained by the Adviser with respect to the Registrant in accordance with CFTC regulations are maintained at one of the following locations: |
Registrant |
Federated Hermes Funds 4000 Ericsson Drive Warrendale, PA 15086-7561 (Notices should be sent to the Agent for Service at the address listed on the facing page of this filing.) |
Federated Administrative Services (Administrator) |
1001 Liberty Avenue Pittsburgh, PA 15222-3779
|
State Street Bank and Trust Company (Sub-Administrator)
|
P.O. Box 5049 Boston, MA 02206-5049 |
Federated Securities Corp. (Distributor) |
1001 Liberty Avenue Pittsburgh, PA 15222-3779
|
Federated Equity Management Company of Pennsylvania (Adviser to Federated Capital Income Fund and Federated Muni and Stock Advantage Fund (“Adviser”) |
1001 Liberty Avenue Pittsburgh, PA 15222-3779 |
Federated Investment Management Company (Adviser to Federated Floating Rate Strategic Income Fund, Federated Fund for U.S. Government Securities, Federated Intermediate Corporate Bond Fund, Federated Real Return Bond Fund and Federated Short-Term Income Fund.) (“Adviser”) (Sub-Adviser to Federated Capital Income Fund and Federated Muni and Stock Advantage Fund (“Sub-Adviser”) |
1001 Liberty Avenue Pittsburgh, PA 15222-3779 |
Federated Advisory Services Company (Adviser)
|
1001 Liberty Avenue Pittsburgh, PA 15222-3779 |
State Street Bank and Trust Company (Transfer Agent and Dividend Disbursing Agent)
|
P.O. Box 219318 Kansas City, MO 64121-9318 |
State Street Bank and Trust Company (Custodian)
|
1 Iron Street Boston, MA 02110 |
Bank
of New York Mellon
(Custodian) |
The Bank of New York Mellon One Wall Street New York, NY 10286
|
Item 34 Management Services: Not applicable. |
Item 35 Undertakings: |
Registrant hereby undertakes to comply with the provisions of Section 16(c) of the 1940 Act with respect to the removal of Trustees and the calling of special shareholder meetings by shareholders. |
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, and the Investment Company Act of 1940, the Registrant, Federated Hermes Income Securities Trust certifies that it meets all of the requirements for effectiveness of this Amendment to its Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Pittsburgh and Commonwealth of Pennsylvania, on the 27th day of January, 2021. |
FEDERATED HERMES INCOME SECURITIES TRUST |
BY: /s/ George F. Magera George F. Magera, Assistant Secretary |
Pursuant to the requirements of the Securities Act of 1933, this Amendment to its Registration Statement has been signed below by the following person in the capacity and on the date indicated: |
NAME | TITLE | DATE |
BY:/s/ George F. Magera George F. Magera, Assistant Secretary |
Attorney In Fact For the Persons Listed Below | January 27, 2021 |
J. Christopher Donahue* | President and Trustee (Principal Executive Officer) | |
John B. Fisher* | Trustee | |
Lori A. Hensler* | Treasurer (Principal Financial Officer/Principal Accounting Officer) | |
John T. Collins* | Trustee | |
G. Thomas Hough* | Trustee | |
Maureen Lally-Green* | Trustee | |
Thomas O’Neill* | Trustee | |
Madelyn A. Reilly* | Trustee | |
P. Jerome Richey* | Trustee | |
John S. Walsh* | Trustee | |
*By Power of Attorney |
Exhibit 28 (g)(2) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
CUSTODY AGREEMENT
AGREEMENT, dated as of June 7, 2005 between the registered investment companies, on behalf of each Series of such registered investment companies, if any, listed on Schedule I to this Agreement, as it may be amended from time to time (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian” or “Bank”).
WITNESSETH:
that for and in consideration of the mutual promises hereinafter set forth the Funds and Custodian agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words shall have the meanings set forth below:
1. “Authorized Person” shall be any person, whether or not an officer or employee of the Fund, duly authorized by the Fund's board to execute any Certificate or to give any Oral Instruction with respect to one or more Accounts, such persons to be designated in a “Certificate annexed hereto as Schedule I hereto or such other Certificate as may be received by Custodian from time to time.
2. “BNY Affiliate” shall mean any office, branch or subsidiary of The Bank of New York Company, Inc.
3. “Book-Entry System” shall mean the Federal Reserve/Treasury book-entry system for receiving and delivering securities, its successors and nominees.
4. “Business Day” shall mean any day on which Custodian and relevant Depositories are open for business.
5. “Certificate” shall mean any notice, instruction, or other instrument in writing, authorized or required by this Agreement to be given to Custodian, which is actually received by Custodian by letter or facsimile transmission and signed on behalf of a Fund by an Authorized Person or a person reasonably believed by Custodian to be an Authorized Person.
6. “Composite Currency Unit” shall mean the Euro or any other composite currency unit consisting of the aggregate of specified amounts of specified currencies, as such unit may be constituted from time to time.
7. “Depository” shall include (a) the Book-Entry System, (b) the Depository Trust Company, { c) any other clearing agency or securities depository registered with the Securities and Exchange Commission identified to the Fund from time to time, and (d) the respective successors and nominees of the foregoing.
8. “Foreign Depository” shall mean (a) Euroclear, (b) Clearstream Banking, societe anonyme, (c) each Eligible Securities Depository as defined in Rule 17f-7 under the Investment Company Act of 1940, as amended, identified to the Fund from time to time, and (d) the respective successors and nominees of the foregoing.
9. “Instructions” shall mean communications transmitted by electronic or telecommunications media, including S.W.I.F.T., computer-to-computer interface, or dedicated transmission lines.
10. “Oral Instructions” shall mean verbal instructions received by Custodian from an Authorized Person or from a person reasonably believed by Custodian to be an Authorized Person.
11. “Series” shall mean a “series company” as defined in Rule 18f-2(a) promulgated under the Investment Company Act of 1940.
12. “Securities” shall include, without limitation, any common stock and other equity securities, bonds, debentures and other debt securities, notes, mortgages or other obligations, and any instruments representing rights to receive, purchase, or subscribe for the same, or representing any other rights or interests therein (whether represented by a certificate or held in a Depository or by a Subcustodian).
13. “Subcustodian” shall mean a bank (including any branch thereof) or other financial institution (other than a Foreign Depository) located outside the U.S. which is utilized by Custodian in connection with the purchase, sale or custody of Securities hereunder and identified to the Fund from time to time, and their respective successors and nominees.
14. See Second Amendment, dated 9/5/08
ARTICLE II
APPOINTMENT OF CUSTODIAN; ACCOUNTS;
REPRESENTATIONS, WARRANTIES, AND COVENANTS
1. (a) The Fund hereby appoints Custodian as Custodian of all Securities and cash at any time delivered to Custodian during the term of this Agreement, and authorizes Custodian to hold Securities in registered form in its name or the name of its nominees. Custodian hereby accepts such appointment and agrees to establish and maintain one or more securities accounts and cash accounts for each Fund in which Custodian will hold Securities and cash as provided herein. Custodian shall maintain books and records segregating the assets of each Fund from the assets of any other Fund. Such accounts (each, an “Account”; collectively, the “Accounts”) shall be in the name of each Fund.
(b) Custodian may from time to time establish on its books and records such sub-accounts within each Account as the Fund and Custodian may agree upon (each a “Special Account”), and Custodian shall reflect therein such assets as the Fund may specify in a Certificate or Instructions.
(c) Custodian may from time to time establish pursuant to a written agreement with and for the benefit of a broker, dealer, future commission merchant or other third party identified in a Certificate or Instruction such accounts on such terms and conditions as the Fund and Custodian shall agree, and Custodian shall transfer to such account such Securities and money as a Fund may specify in a Certificate or Instructions.
2. Each Fund hereby represents and warrants, which representations and warranties shall be continuing and shall be deemed to be reaffirmed upon each delivery of a Certificate or each giving of Oral Instructions or Instructions by a Fund, that:
(a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement, and to perform its obligations hereunder;
(b) This Agreement has been duly authorized by resolution of the Funds' boards, executed and delivered by each Fund, constitutes a valid and legally binding obligation of each Fund, enforceable in accordance with its terms, and there is no statute, regulation, role, order or judgment binding on it, and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement;
(c) It is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted;
(d) It will not use the services provided by Custodian hereunder in any manner that is, or will result in, a violation of any law, rule or regulation applicable to the Fund;
(e) Its foreign custody manager, if the foreign custody manager is not the Custodian, as defined in Rule 17f-5 under the Investment Company Act of 1940, as amended (the “'40 Act”), has determined that use of each Subcustodian (including any Replacement Custodian) which Custodian is authorized to utilize in accordance with Section 1 (a) of Article ill hereof satisfies the applicable requirements of the '40 Act and Rule 17f-5 thereunder;
(f) It is fully informed of the protections and risks associated with various methods of transmitting Instructions and Oral Instructions and delivering Certificates to Custodian, shall, and shall cause each Authorized Person, to safeguard and treat with reasonable care any user and authorization codes, passwords and/or authentication keys, understands that there may be more secure methods of transmitting or delivering the same than the methods selected by it, agrees that the security procedures (if any) to be utilized provide a commercially reasonable degree of protection in light of its particular needs and circumstances, and acknowledges and agrees that Instructions may conclusively be presumed by Custodian to have been given by person(s) duly authorized, and may be acted upon as given;
(g) It shall manage its borrowings, including, without limitation any advance or overdraft (including any day-light overdraft) in the Accounts, so that the aggregate of its total borrowings for each Fund does not exceed the amount such Fund is permitted to borrow under the '40 Act;
(h) Its transmission or giving of, and Custodian acting upon and in reliance on Certificates, Instructions, or Oral Instructions pursuant to this Agreement shall at all times comply with the '40 Act; and
(i) It has the right to grant the security interest and security entitlement to Custodian contained in Section 1 of Article V hereof, free of any right of redemption or prior claim of any other person or entity, such pledge and such grants shall have a first priority subject to no setoffs, counterclaims, or other liens or grants prior to or on a parity therewith, and it shall take such additional steps as Custodian may require to assure such priority;
(j) Each Fund or its investment adviser has considered the custody risks of maintaining assets with each Foreign Depository with which it maintains its assets.
(k) Each Fund shall cause procedures to be maintained on the manner in which Instructions pursuant to which cash is distributed shall be given to Custodian.
3. The Fund hereby covenants that it shall from time to time complete and execute and deliver to Custodian upon Custodian's request a Form FR U-1 (or successor form) whenever the Fund borrows from Custodian any money to be used for the purchase or carrying of margin stock as defined in Federal Reserve Regulation U .
4. The Bank hereby represents and warrants, which representations and warranties shall be continuing that:
(a) It is a bank having the qualifications prescribed in paragraph (1) of section 26(a) of the '40 Act;
(b) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement, and to perform its obligations hereunder;
(c) It is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted.
(d) In connection with the Funds' obligations under Rule 38a-l of the 1940 Act the Bank agrees as follows:
(1) the Bank agrees to reasonably cooperate with the Funds and the Funds' Chief Compliance Officer in the administration of the Funds' compliance program (“Compliance Program”) as required by the Securities and Exchange Commission (“SEC”);
(2) the Bank has implemented and maintains policies and procedw.-es reasonably designed to prevent, detect and promptly correct any violations of Federal Securities Laws with respect to services the Bank provides to the Funds (“Compliance Procedures”);
(3) the Bank Will provide summaries of any Compliance Procedures that may affect in any material respect, the services provided hereunder by the Bank to the Funds;
(4) the Bank periodically reviews the adequacy of such Compliance Procedures and the effectiveness of their implementation and upon the request of a Fund, Will provide the then current interval between such reviews;
(5) in the event that an officer or employee of the Bank administering this Agreement has actual knowledge of the occurrence of a “Material Compliance Matter” (as defined in Rule 38a-l(e)(2)) which the Bank reasonably believes is related to or Will affect the Fund, the Bank will, if permitted by law and the Bank's regulators, notify the Fund of such occurrence;
(6) except where prohibited bylaw, regulation or rule or as may be directed or instructed by the Bank's regulators, the Bank agrees to notify the Funds following quarter-end of any inspections by, or other inquiries received from, the SEC or any other regulatory or law enforcement agency after the date of this certification, which relate to the services provided by the Bank to the Funds hereunder. For the avoidance of doubt, such notification obligation shall be satisfied if the notice is contained in any publicly available regulatory filing.
(d) The Bank will maintain throughout the term of this Agreement, such contingency plans as it reasonably believes to be necessary and appropriate to recover its operations from the occurrence of a disaster and which are consistent with any statue or regulation to which it is subject that imposes business resumption and contingency planning standards. The Bank agrees to provide the Funds With a summary of its contingency plan as it relates to the systems used to provide the services hereunder and to provide the Funds with periodic updates of such summary upon the Funds' reasonable request.
ARTICLE III
CUSTODY AND RELATED SERVICES
1. (a) Subject to the terms hereof, each Fund hereby authorizes Custodian to hold any Securities received by it from time to time for the Fund's account. Custodian shall be entitled to utilize, subject to subsection (c) of this Section I, Depositories, Subcustodians, and, subject to subsection (d) of this Section 1, Foreign Depositories, to the extent possible in connection With its performance hereunder. Securities and cash held in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity .Securities and cash held through Subcustodians shall be held subject to the terms and conditions of Custodian's agreements with such Subcustodians. Subcustodians may be authorized to hold Securities in Foreign Depositories in which such Subcustodians participate. Unless otherwise required by local law or practice or a particular Subcustodian agreement, Securities deposited with a Subcustodian, a Depositary or a Foreign Depository Will be held in a commingled account, in the name of Custodian, holding only Securities held by Custodian as Custodian for its customers.
Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Depositories, Foreign Depositories, or Subcustodians. Custodian shall, directly or indirectly, through Subcustodians, Depositories, or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, or where such Securities are acquired. Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (the “Replacement Subcustodian”). In the event Custodian selects a Replacement Subcustodian, Custodian shall not utilize such Replacement Subcustodian until after the Fund's foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the' 40 Act and Rule 17f-5 thereunder.
(b) Unless Custodian has received a Certificate or Instructions to the contrary, Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of a Fund by such Subcustodian, and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.
(c) With respect to each Depository, Custodian (i) shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, and (ii) will provide, promptly upon request by a Fund, such reports as are available concerning the internal accounting controls and financial strength of Custodian.
(d) With respect to each Foreign Depository, Custodian shall exercise reasonable care, prudence, and diligence (i) to provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, and (ii) to monitor such custody risks on a continuing basis and promptly notify the Fund of any material change in such risks. The Fund acknowledges and agrees that such analysis and monitoring shall be made on the basis of, and limited by, information gathered from Subcustodians or through publicly available information otherwise obtained by Custodian, and shall not include any evaluation of Country Risks. As used herein the term “Country Risks” shall mean with respect to any Foreign Depository: (a) the financial infrastructure of the country in which it is organized, (b) such country's prevailing custody and settlement practices, (c) nationalization, expropriation or other governmental actions, (d) such country's regulation of the banking or securities industry, (e) currency controls, restrictions, devaluations or fluctuations, and (f) market conditions which affect the order execution of securities transactions or affect the value of securities.
2. Custodian shall furnish the Fund with an advice of daily transactions (including a confirmation of each transfer of Securities) and a monthly summary of all transfers to or from the Accounts.
3. With respect to all Securities held hereunder, Custodian shall, unless otherwise instructed to the contrary:
(a) Receive all income and other payments and advise the Fund as promptly as practicable of any such amounts due but not paid;
(b) Present for payment and receive the amount paid upon all Securities which may mature and advise the Fund as promptly as practicable of any such amounts due but not paid;
(c) Forward to the Fund copies of all information or documents that it may actually receive from an issuer of Securities which, in the opinion of Custodian, are intended for the beneficial owner of Securities;
(d) Execute, as Custodian, any certificates of ownership, affidavits, declarations or other certificates under any tax. laws now or hereafter in effect in connection with the collection of bond and note coupons;
(e) Hold directly or through a Depository, a Foreign Depository, or a Subcustodian all rights and similar Securities issued with respect to any Securities credited to an Account hereunder; and
(f) Endorse for collection checks, drafts or other negotiable instruments.
(1) Custodian shall notify the Fund of rights or discretionary actions with respect to Securities held hereunder, and of the date or dates by when such rights must be exercised or such action must be taken, provided that Custodian has actually received, from the issuer or the relevant Depository (with respect to Securities issued in the United States) or from the relevant Subcustodian, Foreign Depository, or a nationally or internationally recognized bond or corporate action service to which Custodian subscribes, timely notice of such rights or discretionary corporate action or of the date or dates such rights must be exercised or such action must be taken. Absent actual receipt of such notice, Custodian shall have no liability for failing to so notify the Fund.
(2) Whenever Securities (including, but not limited to, warrants, options, tenders, options to tender or non-mandatory puts or calls) confer discretionary rights on the Fund or provide for discretionary action or alternative courses of action by the Fund, the Fund shall be responsible for making any decisions relating thereto and for directing Custodian to act. In order for Custodian to act, it must receive the Fund's Certificate or Instructions at Custodian's offices, addressed as Custodian may from time to time request, not later than noon (New York time) at least two (2) Business Days prior to the last scheduled date to act with respect to such Securities (or such earlier date or time as Custodian may specify to the Fund). Absent Custodian's timely receipt of such Certificate or Instructions, Custodian shall not be liable for failure to take any action relating to or to exercise any rights conferred by such Securities.
4. All voting rights with respect to Securities, however registered, shall be exercised by the Fund or its designee. For Securities issued in the United States, Custodian's only duty shall be to mail to the Fund ally documents (including proxy statements, annual reports and signed proxies) actually received by Custodian relating to the exercise of such voting rights. With respect to Securities issued outside of the United States, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country which such securities are issued. Notwithstanding the foregoing, the Custodian's only duty shall be to provide the Funds with access to a provider of global proxy services at the Fund's request and to coordinate the provision of services between each Fund and the global proxy service provider. The Fund shall be responsible for all costs associated with its use of such services.
5. Custodian shall promptly advise the Fund upon Custodian's actual receipt of notification of the partial redemption, partial payment or other action affecting less than all Securities of the relevant class. If Custodian, any Subcustodian, any Depository, or any Foreign Depository holds any Securities in which the Fund has an interest as part of a fungible mass, Custodian, such Subcustodian, Depository, or Foreign Depository may select the Securities to participate in such partial redemption, partial payment or other action in any non-discriminatory manner that it customarily uses to make such selection.
6. Custodian shall not under any circumstances accept bearer interest coupons which have been stripped from United States federal, state or local government or agency securities unless explicitly agreed to by Custodian in writing. ,
7. The Fund shall be liable for all taxes, assessments, duties and other governmental charges, including any interest or penalty with respect thereto (“Taxes”), with respect to any cash or Securities held on behalf of the Fund or any transaction related thereto. The Fund shall indemnify Custodian and each Subcustodian for the amount of any Tax that Custodian, any such Subcustodian or any other withholding agent is required under applicable laws (whether by assessment or otherwise) to pay on behalf of, or in respect of income earned by or payments or distributions made to or for the account of the Fund (including any payment of Tax required by reason of an earlier failure to withhold). Custodian shall, or shall instruct the applicable Subcustodian or other withholding agent to, withhold the amount of any Tax which is required to be withheld under applicable law upon collection of any dividend, interest or other distribution made with respect to any Security and any proceeds or income from the sale, loan or other transfer of any Security .In the event that Custodian or any Subcustodian is required under applicable law to pay any Tax on behalf of the Fund, Custodian is hereby authorized to withdraw cash from any cash account in the amount required to pay such Tax and to use such cash, or to remit such cash to the appropriate Subcustodian or other withholding agent, for the timely payment of such Tax in the manner required by applicable law. If the aggregate amount of cash in all cash accounts is not sufficient to pay such Tax, Custodian shall promptly notify the Fund of the additional amount of cash (in the appropriate currency) required, and the Fund shall directly deposit such additional amount in the appropriate cash account promptly after receipt of such notice, for use by Custodian as specified herein. In the event that Custodian reasonably believes that Fund is eligible, pursuant to applicable law or to the provisions of any tax treaty, for a reduced rate of, or exemption from, any Tax which is otherwise required to be withheld or paid on behalf of the Fund under any applicable law, Custodian shall, or shall instruct the applicable Subcustodian or withholding agent to, either withhold or pay such Tax at such reduced rate or refrain from withholding or paying such Tax, as appropriate; provided that Custodian shall have received from the Fund all documentary evidence of residence or other qualification for such reduced rate or exemption required to be received under such applicable law or treaty .In the event that Custodian reasonably believes that a reduced rate of, or exemption from, any Tax is obtainable only by means of an application for refund, Custodian and the applicable Subcustodian shall have no responsibility for the accuracy or validity of any forms or documentation provided by the Fund to Custodian hereunder. The Fund hereby agrees to indemnify and hold harmless Custodian and each Subcustodian in respect of any liability arising from any underwithholding or underpayment of any Tax which results from the inaccuracy or invalidity of any such forms or other documentation, and such obligation to indemnify shall be a continuing obligation of the Fund, its successors and assigns notwithstanding the termination of this Agreement.
8. (a) For the purpose of settling Securities and foreign exchange transactions, the Fund shall provide Custodian with sufficient immediately available funds for all transactions by such time and date as conditions in the relevant market dictate. As used herein, “sufficient immediately available funds” shall mean either (i) sufficient cash denominated in U .S. dollars to purchase the necessary foreign currency, or (ii) sufficient applicable foreign currency, to settle the transaction. Custodian shall provide the Fund with immediately available funds each day which result from the actual settlement of all sale transactions, based upon advices received by Custodian from Subcustodians, Depositories, and Foreign Depositories. Such funds shall be in U.S. dollars or such other currency as the Fund may specify to Custodian.
(b) Any foreign exchange transaction effected by Custodian in connection with this Agreement may be entered with Custodian or a BNY Affiliate acting as principal or otherwise through customary banking channels. The Fund may issue a standing Certificate or Instructions with respect to foreign exchange transactions, but Custodian may establish roles or limitations concerning any foreign exchange facility made available to the Fund. The Fund shall bear all risks of investing in Securities or holding cash denominated in a foreign currency.
9. Until such time as Custodian receives a certificate to the contrary with respect to a particular Security, Custodian may release the identity of the Fund to an issuer which requests such information pursuant to the Shareholder Communications Act of 1985 for the specific purpose of direct communications between such issuer and shareholder.
ARTICLE IV
PURCHASE AND SALE OF SECURITIES;
CREDITS TO ACCOUNT
1. Promptly after each purchase or sale of Securities by the Fund, the Fund shall deliver to Custodian a Certificate or Instructions, or with respect to a purchase or sale of a Security generally required to be settled on the same day the purchase or sale is made, Oral Instructions specifying all information Custodian may reasonably request to settle such purchase or sale. Custodian shall account for all purchases and sales of Securities on the actual settlement date unless otherwise agreed by Custodian,
2. Custodian shall release and deliver securities owned by a Fund which are held by the Custodian or in a Depository account of the Custodian only upon receipt of Instructions, which may be continuing instructions when deemed appropriate by the parties. Unless an Instruction states to the contrary, Custodian shall only release and deliver securities from the account of a Fund upon receipt of payment thereof, In the case of a sale through a Depository, the Custodian shall transfer securities sold for the account of a Fund upon (i) receipt of advice from the Depository that payment for such securities has been transferred to the account of the Custodian at the Depository, 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.
3. Upon receipt of Instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall payout moneys of a Fund upon the purchase of securities for the account of the Fund against the delivery of such securities to the Custodian. In the case of a purchase effected through a Depository the Custodian shall pay for securities purchased for the account of each Fund upon (i) receipt of advice from the Depository that such securities have been transferred to the account of the Custodian at the Depository, 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.
4. Custodian may, as a matter of bookkeeping convenience or by separate agreement with the Fund, credit the Account with the proceeds from the sale, redemption or other disposition of Securities or interest, dividends or other distributions payable on Securities prior to its actual receipt of final payment therefor. All such credits shall be conditional until Custodian's actual receipt of final payment and may be reversed by Custodian to the extent that final payment is not received. Payment with respect to a transaction will not be “final” until Custodian shall have received immediately available funds which under applicable local law, rule and/or practice are irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically applicable to such transaction.
ARTICLE V
OVERDRAFTS OR INDEBTEDNESS
1. See
Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund
which results in an overdraft {this shall specifically not include any day-light overdraft) because the money held by Custodian
in an Account for such Fund shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated
to such Fund, as set forth ill a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account
of a Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of
any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due to a borrowing from a Fund
from the Custodian, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant
to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed
to be a loan made by Custodian to the Fund for such Fund payable on demand and shall bear interest from the date incurred at a
rate per annum as disclosed on the Fee Schedule between the Funds and Custodian, as such Fee Exhibit may be amended from time to
time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing
lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property
or any financial asset, of such Fund at any time held by Custodian for the benefit of such Fund or in which such Fund may have
an interest (which is then in Custodian's possession or control or in possession or control of any third party acting in Custodian's
behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together
with interest due thereon against any balance of account standing to such Fund's credit on Custodian's books. Notwithstanding,
anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection
with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the
“Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement
entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right
of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer,
dispose of, or otherwise grant any third party an interest in, any such securities.
2. If the Fund borrows money from any bank (including Custodian if the borrowing is pursuant to a separate agreement) for investment or for temporary or emergency purposes using Securities held by Custodian hereunder as collateral for such borrowings, the Fund shall deliver to Custodian a Certificate specifying with respect to each such borrowing: (a) the Fund to which such borrowing relates; (b) the name of the bank, (c) the amount of the borrowing, (d) the time and date, if known, on which the loan is to be entered into, (e) the total amount payable to the Fund on the borrowing date, (f) the Securities to be delivered as collateral for such loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities, and (g) a statement specifying whether such loan is for investment purposes or for temporary or emergency purposes and that such loan is in conformance with the '40 Act and the Fund's prospectus. Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral against payment by the lending bank of the total amount of the loan payable, provided that the same conforms to the total amount payable as set forth in the Certificate. Custodian may, at the option of the lending bank, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank by virtue of any promissory note or loan agreement. Custodian shall deliver such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in this Section. The Fund shall cause all Securities released from collateral status to be returned directly to Custodian, and Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that the Fund fails to specify in a Certificate the Fund, the name of the issuer, the title and number of shares or the principal amount of any particular Securities to be delivered as collateral by Custodian, Custodian shall not be under any obligation to deliver any Securities.
ARTICLE VI
SALE AND REDEMPTION OF SHARES
1. Whenever the Fund shall sell any shares issued by the Fund (“Shares”) it shall deliver to Custodian a Certificate or, Instructions specifying the amount of money and/or Securities to be received by Custodian for the sale of such Shares and specifically allocated to an Account for such Fund.
2. Upon receipt of such money, Custodian shall credit such money to an Account in the name of the Fund for which such money was received.
3. Except as provided hereinafter, whenever the Fund desires Custodian to make payment out of the money held by Custodian hereunder in connection with a redemption of any Shares, it shall furnish to Custodian a Certificate or Instructions specifying the total amount to be paid for such Shares. Custodian shall make payment of such total amount to the transfer agent specified in such Certificate or Instructions out of the money held in an Account of the appropriate Fund.
4. Notwithstanding the above provisions regarding the redemption of any Shares, whenever any Shares are redeemed pursuant to any check redemption privilege which may from time to time be offered by the Fund, Custodian, unless otherwise instructed by a Certificate or Instructions, shall, upon presentment of such check;, charge the amount thereof against the money held in the Account of the Fund of the Shares being redeemed, provided, that if the Fund or its agent timely advises Custodian that such check is not to be honored, Custodian shall return such check unpaid.
ARTICLE VII
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS
1. Whenever the Fund shall determine to pay a dividend or distribution on Shares it shall furnish to Custodian Instructions or a Certificate setting forth with respect to the Fund specified therein the date of the declaration of such dividend or distribution, the total amount payable, and the payment date.
2. Upon the payment date specified in such Instructions or Certificate, Custodian shall payout of the money held for the account of such Fund the total amount payable to the dividend agent of the Fund specified therein.
ARTICLE VIII
CONCERNING CUSTODIAN
1. (a) The Custodian shall be held to a standard of reasonable care in carrying out the provisions of this Agreement; provided, however, that the Custodian shall be held to different standard of care of imposed by any other provision of this Agreement or imposed upon Custodian by any applicable law or regulation, which by its terms cannot be contractually modified or waived. Except as otherwise expressly provided herein, Custodian shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys' and accountants' fees (collectively, “Losses”), incurred by or asserted against the Fund, except those Losses arising out of Custodian's own negligence or willful misconduct. Custodian shall have no liability whatsoever for the action or inaction of any Depositories or of any Foreign Depositories, except in each case to the extent such action or inaction is a direct result of the Custodian' s failure to fulfill its duties hereunder. With respect to any Losses incurred by the Fund as a result of the acts or any failures to act by any Subcustodian (other than a BNY Affiliate), Custodian shall take appropriate action to recover such Losses from such Subcustodian; and Custodian's sole responsibility and liability to the Fund shall be limited to amounts so received from such Subcustodian ( exclusive of costs and expenses incurred by Custodian). In no event shall Custodian be liable to the Fund or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement, nor shall Custodian or any Subcustodian be liable: (i) for acting in accordance with any Certificate or Oral Instructions actually received by Custodian and reasonably believed by Custodian to be given by an Authorized Person; (ii) for acting in accordance with Instructions without reviewing the same; (iii) for conclusively presuming that all Instructions are given only by person(s) duly authorized; (00 for conclusively presuming that all disbursements of cash directed by the Fund, whether by a Certificate, an Oral Instruction, or an Instruction, are in accordance with Section 2(i) of Article II hereof; (y) for holding property in any particular country, including, but not limited to, Losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; exchange or currency controls or restrictions, devaluations or fluctuations; availability of cash or Securities or market conditions which prevent the transfer of property or execution of Securities transactions or affect the value of property; (yi) for any Losses due to forces beyond the control of Custodian, including without limitation strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, or interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; (yii) for the insolvency of any Subcustodian (other than a BNY Affiliate), any Depository, or, except to the extent such action or inaction is a direct result of the Custodian's failure to fulfill its duties hereunder, any Foreign Depository; or (yiii)l for any Losses arising from the applicability of any law or regulation now or hereafter in effect, or from the occurrence of any event, including, without limitation, implementation or adoption of any rules or procedures of a Foreign Depository, which may affect, limit prevent or impose costs or burdens on, the transferability, convertibility, or availability of any currency or Composite Currency Unit in any country or on the transfer of any Securities, and in no event shall Custodian be obligated to substitute another currency for a currency (including a currency that is a component of a Composite Currency Unit) whose transferability, convertibility or availability has been affected, limited, or prevented by such law, regulation or event and to the extent that any such law, regulation or event imposes a cost or charge upon Custodian in relation to the transferability, convertibility, or availability of any cash currency or Composite Currency Unit, such cost or charge shall be for the account of the Fund, and Custodian may treat any account denominated in an affected currency as a group of separate accounts denominated in the relevant component currencies.
(b) Custodian may enter into subcontracts, agreements and understandings with any BNY Affiliate, whenever and on such terms and conditions as it deems necessary or appropriate to perform its services hereunder. No such subcontract, agreement or understanding shall discharge Custodian from its obligations hereunder.
(c) The Fund agrees to indemnify Custodian and hold Custodian harmless from and against any and all Losses sustained or incurred by or asserted against Custodian by reason of or as a result of any action or inaction, or arising out of Custodian's performance hereunder, including reasonable fees and expenses of counsel incurred by Custodian in a successful defense of claims by the Fund; provided however, that the Fund shall not indemnify Custodian for those Losses arising out of Custodian's own negligence or willful misconduct. This indemnity shall be a continuing obligation of the Fund, its successors and assigns, notwithstanding the termination of this Agreement.
2. Without limiting the generality of the foregoing, Custodian sep be under no obligation to inquire into, and shall not be liable for:
(a) Any Losses incurred by the Fund or any other person as a result of the receipt or acceptance of fraudulent, forged or invalid Securities, or Securities which are otherwise not freely transferable or deliverable without encumbrance in any relevant market;
(b) The validity of the issue of any Securities purchased, sold, or written by or for the Fund, the legality of the purchase, sale or writing thereof, or the propriety of the amount paid or received therefor;
(c) The legality of the sale or redemption of any Shares, or the propriety of the amount to be received or paid therefor;
(d) The legality of the declaration or payment of any dividend or distribution by the Fund;
(e) The legality of any borrowing by the Fund;
(f) The legality of any loan of portfolio Securities, nor shall Custodian be under any duty or obligation to see to it that any cash or collateral delivered to it by a broker, dealer or financial institution or held by it at any time as a result of such loan of portfolio Securities is adequate security for the Fund against any loss it might sustain as a result of such loan, which duty or obligation shall be the sole responsibility of the Fund. In addition, Custodian shall be under no duty or obligation to see that any broker, dealer or financial institution to which portfolio Securities of the Fund are lent makes payment to it of any dividends or interest which are payable to or for the account of the Fund during the period of such loan or at the termination of such loan, provided, however that Custodian shall promptly notify the Fund in the event that such dividends or interest are not paid and received when due;
(g) The sufficiency or value of any amounts of money and/or Securities held in any Special Account in connection with transactions by the Fund; whether any broker, dealer, futures commission merchant or clearing member makes payment to the Fund of any variation margin payment or similar payment which the Fund may be entitled to receive from such broker, dealer, futures commission merchant or clearing member, or whether any payment received by Custodian from any broker, dealer, futures commission merchant or clearing member is the amount the Fund is entitled to receive, or to notify the Fund of Custodian's receiptor non-receipt of any such payment; or
(h) Whether any Securities at any time delivered to, or held by it or by any Subcustodian, for the account of a Fund are such as properly may be held by the Fund under the provisions of its then current prospectus and statement of additional information, or to ascertain whether any transactions by the Fund, whether or not involving Custodian, are such transactions as may properly be engaged in by the Fund.
3. Custodian may, with respect to questions of law specifically regarding an Account, obtain the advice and opinion of counsel to the independent trustees of a Fund or other counsel that is mutually agreed upon by the Funds and the Custodian and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice.
4. Custodian shall be under no obligation to take action to collect any amount payable on Securities in default, or if payment is refused after due demand and presentment.
5. Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, or determine the suitability of any transactions affecting any Account.
6. The Fund shall pay to Custodian the fees and charges as may be specifically agreed upon from time to time and such other fees and charges at Custodian's standard rates for such services as maybe applicable. The Fund shall reimburse Custodian for all costs associated with the conversion of the Fund's Securities hereunder and the transfer of Securities and records kept in connection with this Agreement. The Fund shall also reimburse Custodian, at cost, for out-of-pocket expenses which are a normal incident of the services provided hereunder.
7. Custodian has the right to debit any cash account for any amount payable by the Fund in connection with any and all obligations of the Fund to Custodian. In addition to the rights of Custodian under applicable law and other agreements, at any time when the Fund shall not have honored any of its obligations to Custodian, Custodian shall have the right without notice to the Fund to retain or set-off, against such obligations of the Fund, any Securities or cash Custodian or a BNY Affiliate may directly or indirectly hold for the account of the Fund, and any obligations (whether matured or unmatured) that Custodian or a BNY Affiliate may have to the Fund in any currency or Composite Currency Unit. Any such asset of, or obligation to, the Fund may be transferred to Custodian and any BNY Affiliate in order to effect the above rights.
8. The Fund agrees to forward to Custodian a Certificate or Instructions confirming Oral Instructions by the close of business of the same day that such Oral Instructions are given to Custodian. The Fund agrees that the fact that such confirming Certificate or Instructions are not received or that a contrary Certificate or contrary Instructions are received by Custodian shall in no way affect the validity or enforceability of transactions authorized by such Oral Instructions and effected by Custodian. If the Fund elects to transmit Instructions through an on-line communications system offered by Custodian, the Fund's use thereof shall be subject to the Terms and Conditions attached as Appendix J hereto, and Custodian shall provide user and authorization codes, passwords and authentication keys only to an Authorized Person or a person reasonably believed by Custodian to be an Authorized Person.
9. The books and records pertaining to the Fund which are in possession of Custodian shall be the property of the Fund. Such books and records shall be prepared and maintained as required by the '40 Act and the rules thereunder. The Fund, or its authorized representatives, shall have access to such books and records during Custodian's normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by Custodian to the Fund or its authorized representative. Upon the reasonable request of the Fund, Custodian shall provide in hard copy or on computer disc any records included in any such delivery which are maintained by Custodian on a computer disc, or are similarly maintained.
10. It is understood that Custodian is authorized to supply any information regarding the Accounts which is required by any law, regulation or rule now or hereafter in effect. The Custodian shall provide the Fund with any report obtained by the Custodian on the system of internal accounting control of a Depository, and with such reports on its own system of internal accounting control as the Fund may reasonably request from time to time.
11. Custodian shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation shall be implied against Custodian in connection with this Agreement.
ARTICLE IX
TERMINATION
1. Either of the parties hereto may terminate this Agreement by giving to the other party a notice in writing specifying the date of such termination, which shall be not less than ninety (90) days after the date of giving of such notice. In the event such notice is given by the Fund, it shall be accompanied by a copy of a resolution of the board of the Fund, certified by the Secretary or any Assistant Secretary, electing to terminate this Agreement and designating a successor Custodian or Custodians, each of which shall be a bank or trust company having not less than $2,000,000 aggregate capital, surplus and undivided profits. In the event such notice is given by Custodian, the Fund shall, on or before the termination date, deliver to Custodian a copy of a resolution of the board of the Fund, certified by the Secretary or any Assistant Secretary, designating a successor Custodian or Custodians. In the absence of such designation by the Fund, Custodian may designate a successor Custodian which shall be a bank or trust company having not less than $2,000,000 aggregate capital, surplus and undivided profits. Upon the date set forth in such notice this Agreement shall terminate, and Custodian shall upon receipt of a notice of acceptance by the successor Custodian on that date deliver directly to the successor Custodian all Securities and money then owned by the Fund and held by it as Custodian, after deducting an fees, expenses and other accounts for the payment or reimbursement of which it shall then be entitled.
2. If a successor Custodian is not designated by the Fund or Custodian in accordance with the preceding Section, the Fund shall upon the date specified in the notice of termination of this Agreement and upon the delivery by Custodian of all Securities (other than Securities which cannot be delivered to the Fund) and money then owned by the Fund be deemed to be its own Custodian and Custodian shall thereby be relieved of all duties and responsibilities pursuant to this Agreement, other than the duty with respect to Securities which cannot be delivered to the Fund to hold such Securities hereunder in accordance with this Agreement.
ARTICLE X
MISCELLANEOUS
1. The Fund agrees to furnish to Custodian a new Certificate of Authorized Persons in the event of any change in the then present Authorized Persons. Until such new Certificate is received, Custodian shall be fully protected in acting upon Certificates or Oral Instructions of such present Authorized Persons.
2. Any notice or other instrument in writing, authorized or required by this Agreement to be given to Custodian, shall be sufficiently given if addressed to Custodian and received by it at its offices at One Wall Street, New York, New York 10286, or at such other place as Custodian may from time to time designate in writing.
3. Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Fund shall be sufficiently given if addressed to the Fund and received by it at its offices at 5800 Corporate Drive, Pittsburgh PA, J5237-7000 or at such other place as the Fund may from time to time designate in writing.
4. Each and every right granted to either party hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of either party to exercise, and no delay in exercising, any right will operate as a waiver thereof, nor will any single or partial exercise by either party of any right preclude any other or future exercise thereof or the exercise of any other right.
5. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any exclusive jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties, except that any amendment to the Schedule I hereto need be signed only by the Fund and any amendment to Appendix I hereto need be signed only by Custodian. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by either party without the written consent of the other.
6. This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. The Fund and Custodian hereby consent to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. The Fund hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. The Fund and Custodian each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.
7. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.
8. The Custodian is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of those registered investment companies which are business trusts and agrees that the obligations and liabilities assumed by a registered investment company or any Series pursuant to this Agreement, including, without limitation, any obligation or liability to indemnify the Custodian, 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 registered investment company or Series, or any of them. In addition, in connection with the discharge and satisfaction of any claim made by the Custodian involving more than one Fund, the Trustees or Officers of such Funds shall have the exclusive right to determine the appropriate allocations of liability for any claim between or among the Funds.
9. The Bank hereby represents and warrants that it has implemented and shall maintain appropriate measures designed to satisfy the requirements of federal and New York law applicable to the Bank with respect to the confidentiality of the portfolio holdings and transactions of each Fund. Upon request, the Bank shall annually make available to each Fund such summaries or audit reports, including any SAS 70 report, as the Bank generally makes available to its similar customers.
See Tenth Amendment dated 3/25/11 for new Article XI
IN WITNESS WHEREOF, the Funds and Custodian have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the day and year first above written.
Each of the registered investment companies or series thereof listed on Schedule II to this Agreement
By: /s/ Richard J. Thomas
Title: Treasurer
THE BANK OF NEW YORK
By: /s/ Edward G. McGann
Title: EDWARD G. McGANN
MANAGING DIRECTOR
SCHEDULE I
CERTIFICATE OF AUTHORIZED PERSONS
[ ]
See Amendment dated 11/8/07
SCHEDULE II
Federated Capital Reserves Fund a portfolio of Money Market Obligations Trust
Federated Government Reserves Fund a portfolio of Money Market Obligations Trust
Federated Municipal Trust a portfolio of Money Market Obligations Trust
APPENDIX I
THE BANK OF NEW YORK
ON-LINE COMMUNICATIONS SYSTEM (THE “SYSTEM”)
TERMS AND CONDITIONS
1. License; Use. Upon delivery to an Authorized Person or a person reasonably believed by Custodian to be an Authorized Person of the Fund of software enabling the Fund to obtain access to the System (the “Software”), Custodian grants to the Fund a personal, nontransferable and nonexclusive license to use the Software solely for the purpose of transmitting Written Instructions, receiving reports, making inquiries or otherwise communicating with Custodian in connection with the Account(s). The Fund shall use the Software solely for its own internal and proper business purposes and not in the operation of a service bureau. Except as set forth herein, no license or right of any kind is granted to the Fund with respect to the Software. The Fund acknowledges that Custodian and its suppliers retain and have title and exclusive proprietary rights to the Software, including any trade secrets or other ideas, concepts, know-how, methodologies, or information incorporated therein and the exclusive rights to any copyrights, trademarks and patents (including registrations and applications for registration of either), or other statutory or legal protections available in respect thereof. The Fund further acknowledges that all or a part of the Software may be copyrighted or trademarked (or a registration or claim made therefor) by Custodian or its suppliers. The Fund shall not take any action with respect tot the Software inconsistent with the foregoing acknowledgement, nor shall the Fund attempt to decompile, reverse engineer or modify the Software. The Fund may not coy, sell, lease or provide, directly or indirectly, any of the Software of any portion thereof to any other person or entity without Custodian’s prior written consent. The Fund may not remove any statutory copyright notice or other notice included in the Software or on any media containing the Software. The Fund shall reproduce any such notice on any reproduction of the Software and shall add any statutory copyright notice or other notice to the Software or media upon Custodian’s request.
2. Equipment. The Fund shall obtain and maintain at its own cost and expense all equipment and services, including but not limited to communications services, necessary for it to utilize the Software and obtain access to the System, and Custodian shall not be responsible for the reliability or availability of any such equipment or services.
3. Proprietary Information. The Software, any data base and any proprietary data, processes, information and documentation made available to the Fund (other than which are or become part of the public domain or are legally required to be made available to the public) (collectively, the “Information”), are the exclusive and confidential property of Custodian or its suppliers. The Fund shall keep the Information confidential by using the same care and discretion that the Fund uses with respect to its own confidential property and trade secrets, but not less than reasonable care. Upon termination of the Agreement or the Software license granted herein for any reason, the Fund shall return to Custodian any and all copies of the Information which are in its possession or under its control.
4. Modifications. Custodian reserves the right to modify the Software from time to time and the Fund shall install new releases of the Software as Custodian may direct. The Fund agrees not to modify or attempt to modify the Software without the Custodian’s prior written consent. The Fund acknowledges that any modifications to the Software, whether by the Fund or Custodian and whether with or without Custodian’s consent, shall become the property of Custodian.
5. NO REPRESENTATIONS OR WARRANTIES. CUSTODIAN AND ITS MANUFACTURERS AND SUPPLIERS MAKE NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SOFTWARE, SERVICES OR ANY DATABASE, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE FUND ACKNOWLEDGES THAT THE SOFTWARE, SERVICES AND ANY DATABASE ARE PROVIDED “AS IS.” IN NO EVENT SHALL CUSTODIAN OR ANY SUPPLIER BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT SPECIAL, OR CONSEQUENTIAL, WHICH THE FUND MAY INCUR IN CONNECTION WITH THE SOFTWARE, SERVICES OR ANY DATABASE, EVEN IF CUSTODIAN OR SUCH SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CUSTODIAN OR ANY SUPPLIER BE LIABLE FOR ACTS OF GOD, MACHINE OR COMPUTER BREAKDOWN OR MALFUNCTION, INTERRUPTION OR MALFUNCTION OF COMMUNICATION FACILITIES, LABOR DIFFICULTIES OR ANY OTHER SIMILAR OR DISSIMILAR CAUSE BEYOND THEIR REASONABLE CONTROL.
6. Security; Reliance; Unauthorized Use. The Fund will cause all persons utilizing the Software and System to treat all applicable user and authorization codes, passwords and authentication keys with extreme care, and it will establish internal control and safekeeping procedures to restrict the availability of the same to persons duly authorized to give Instructions. Custodian is hereby irrevocably authorized to act in accordance with and rely on Instructions received by it through the System. The Fund acknowledges that it is its sole responsibility to assure that only persons duly authorized use the System and that Custodian shall not be responsible nor liable for any unauthorized use thereof.
7. System Acknowledgements. Custodian shall acknowledge through the System its receipt of each transmission communicated through the System, and in the absence of such acknowledgment Custodian shall not be liable for any failure to act in accordance with such transmission and the Fund may not claim that such transmission was received by Custodian.
8. EXPORT RESTRICTIONS. EXPORT OF THE SOFTWARE IS PROHIBITED BY UNITED STATES LAW. THE FUND MAY NOT UNDER ANY CIRCUMSTANCES RESELL, DIVERT, TRANSFER, TRANSSHIP OR OTHERWISE DISPOSE OF THE SOFTWARE (IN ANY FORM) IN OR TO ANY OTHER COUNTRY. IF CUSTODIAN DELIVERED THE SOFTWARE TO THE FUND OUTSIDE OF THE UNITED STATES, THE SOFTWARE WAS EXPORTED FROM THE UNITED STATES IN ACCORDANCE WITH THE EXPORTER ADMINISTRATION REGULATIONS. DIVERSION CONTRARY TO U.S. LAW IS PROHIBITED. The Fund hereby authorizes Custodian to report its name and address to government agencies to which Custodian is required to provide such information by law.
9. ENCRYPTION. The Fund acknowledges and agrees that encryption may not be available for every communication through the System, or for all data. The Fund agrees that Custodian may deactivate any encryption features at any time, without notice or liability to the Fund, for the purpose of maintaining, repairing or troubleshooting the System or the Software.
JOINT TRADING ACCOUNT CUSTODY AGREEMENT
(Repurchase Transactions)
Agreement made as of June 7, 2005, between the Funds listed on Schedule I hereto (individually, a “Fund”; collectively, the “Funds”) and The Bank of New York (the “Custodian”).
WITNESSETH
WHEREAS, Custodian is presently the custodian for each Fund pursuant to a separate custody agreement between such Funds and Custodian (each, a “Custody Agreement”; collectively, the “Custody Agreements”); and
WHEREAS, the Funds are permitted to enter into repurchase transactions through joint trading accounts; and
WHEREAS, Custodian is willing to act as custodian of the assets of each Fund maintained in joint trading accounts in accordance with the Custody Agreements and this Agreement; and
WHEREAS, all capitalized terms used by not defined herein shall have the meanings given them in the Custody Agreements;
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, the parties agree as follows:
1. The Funds hereby request Custodian to establish and maintain certain joint trading accounts (the “Joint Trading Accounts”) to be used by the Funds for the purpose of engaging in repurchase transactions. Custodian agrees to establish and maintain the Joint Trading Accounts and hold cash transferred to the Joint Trading Account as provided herein.
2. On each business day that Funds intend to enter into repurchase transactions through a Joint Trading Account, an Authorized Person shall on behalf of the applicable Funds deliver to Custodian a Certificate or Written Instructions disclosing each Fund’s interest in the monies transferred to each Joint Trading Account. Upon transfer on monies from the Joint Trading Account against receipt of securities into Joint Trading Account or a similar Joint Trading Account established by a subcustodial bank pursuant to repurchase transactions (“Repo Assets”), Custodian shall confirm to each Fund the purchase of its proportionate interest in the Repo Assets, and shall identify such interest in Custodian’s books and records as belonging to such Fund by including the Funds’ Certificate or Written Instructions in the books and records of all appropriate Funds or otherwise. The following business day Custodian shall transfer the monies received upon completion of repurchase transactions from each Joint Trading Account or from a similar Joint Trading Account established at a bank pursuant to a Subcustodial Undertaking in connection with a Master Repurchase Agreement, plus any accrued income received, to each Fund’s Account in proportion to such Fund’s interest in such repurchase transactions.
3. If Custodian in its sole discretion advances funds, or if there shall arise for whatever reason an overdraft or other indebtedness in connection with a Joint Trading Account, such advance, overdraft or indebtedness shall be deemed a loan made by Custodian to a Fund to which such advance, overdraft or indebtedness relates, payable on demand and bearing interest pursuant to the terms of such Fund’s Custody Agreement with Custodian. The Funds agree to furnish to Custodian promptly (and in any event by the close of business on the day of such advance, overdraft or indebtedness) with a Certificate or Written Instructions identifying each Fund to which such advance, overdraft or indebtedness relates, and the amount allocable to such Fund. In order to secure repayment of each Fund’s indebtedness to Custodian hereunder, each Fund hereby agrees that Custodian shall have a continuing lien and security interest in and to any property at any time held by it for the benefit of the Fund either hereunder or under Such Fund’s Custody Agreement with Custodian, or in which the Fund may have an interest which is then in Custodian’s possession or control or in possession or control of any third party acting in Custodian’s behalf, including in its behalf as Custodian under the Fund’s Custody Agreement with Custodian. Each Fund authorizes Custodian, in its sole discretion, at any time to charge any advance, overdraft or indebtedness together with interest due thereon against any balance of accounts standing to the Fund’s credit on the books of Custodian, including those books maintained by Custodian in its capacity as Custodian for the Fund under is Custody Agreement with the Fund. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement (collectively, the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodian Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third party claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.
3. It is expressly understood and agreed that in performing hereunder, Custodian is relying solely upon information contained in Certificates and Written Instructions received by it from time to time, has no independent knowledge of the terms and conditions of any repurchase transactions entered by or on behalf of any Funds, and shall have no duty to inquire into any of such terms and conditions nor any valuation responsibilities (including mark-to-market) with regard to securities and monies which are the subject of repurchase transactions hereunder. Custodian’s sole responsibility in settling transactions through the Joint Trading Account shall be to receive and deliver securities and monies in accordance with instructions contained in Certificates and Written Instructions and to comply with paragraph 2 of this Agreement.
4. Each Fund hereby represents and warrants, which representations and warranties shall be continuing and shall be deemed to be reaffirmed upon each instruction given by each Fund, that
(a) its execution and delivery of this Agreement and its performance hereunder has been duly authorized by its Board of Directors or Board of Trustees (as the case may be) and constitutes is several, but not joint, binding obligation;
(b) the person or persons executing this Agreement on its behalf has and have been duly and properly authorized to do so;
(c) upon allocation of any advance, overdraft or indebtedness to its account pursuant to paragraph 2 above, its total borrowings from all sources (including Custodian) shall be in conformity with the requirements and limitations set forth in the Investment Company Act of 1940, as amended, and its Prospectus.
5. This Agreement is supplemental to the Custody Agreement between Custodian and each Fund and the assets of each Fund shall be maintained and administered by Custodian subject to the terms and conditions of the Custody Agreement. In the event of any conflict between the terms and conditions of this Agreement and the Custody Agreement of any Fund, the terms and conditions of this Agreement shall govern and control.
6. This Agreement shall be construed in accordance with the laws of the State of New York without giving effect to the conflict of law principles thereof. This Agreement may not be amended or modified in any manner except by a written instrument executed by each Fund and Custodian. This Agreement may be terminated with respect to any Fund by either Custodian or such Fund upon thirty (30) days prior written notice.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the day and year first above written.
By: /s/ Richard J. Thomas
On behalf of each Fund listed on
Schedule I hereto
Title: Treasurer
THE BANK OF NEW YORK
By: /s/ Edward G. McGann
Title: Managing Director
See Amendment dated 11/8/07
SCHEDULE I
Federated Capital Reserves Fund a portfolio of Money Market Obligations Trust
Federated Government Reserves Fund a portfolio of Money Market Obligations Trust
Federated Municipal Trust a portfolio of Money Market Obligations Trust
JOINT TRADING ACCOUNT
REPURCHASE TRANSACTION CONFIRMATION
The Bank of New York hereby confirms the purchase by each Fund identified in the attached Certificate of its proportionate share of an undivided interest in the securities transferred to the Joint Trading Account # , as such interests are set forth in the attached Certificate.
Date:
THE BANK OF NEW YORK
By:
(Authorized Signature)
EXHIBIT C
FOREIGN CUSTODY MANAGER AGREEMENT
AGREEMENT made as of November 8, 2007 between the Funds listed on Schedule I to this Agreement (the “Funds”) and The Bank of New York (“BNY”).
W I T N E S S E T H:
WHEREAS, the Funds desire to appoint BNY as a Foreign Custody Manager on the terms and conditions contained herein;
WHEREAS, BNY desires to serve as a Foreign Custody Manager and perform the duties set forth herein on the terms and conditions contained herein;
NOW THEREFORE, in consideration of the mutual promises hereinafter contained in this Agreement, the Funds and BNY hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:
1. | “Board” shall mean the board of directors or board of trustees, as the case may be, of the Funds. |
2. | “Eligible Foreign Custodian” shall have the meaning provided in the Rule. |
3. | “Monitoring System” shall mean a system established by BNY to fulfill the Responsibilities specified in clauses (d) and (e) of Section 1 of Article III of this Agreement. |
4. | “Responsibilities” shall mean the responsibilities delegated to BNY under the Rule as a Foreign Custody Manager with respect to each Specified Country and each Eligible Foreign Custodian selected by BNY, as such responsibilities are more fully described in Article III of this Agreement. |
5. | “Rule” shall mean Rule 17f-5 under the Investment Company Act of 1940, as amended. |
6. | “Specified Country” shall mean each country listed on Schedule II attached hereto and each country, other than the United States, constituting the primary market for a security with respect to which the Funds has given settlement instructions to The Bank of New York as custodian (the “Custodian”) under its Custody Agreement with the Funds. |
ARTICLE II
BNY AS A FOREIGN CUSTODY MANAGER
1. The Funds on behalf of its Board hereby delegate to BNY with respect to each Specified Country the Responsibilities.
2. BNY accepts the Board’s delegation of Responsibilities with respect to each Specified Country and agrees in performing the Responsibilities as a Foreign Custody Manager to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of the Funds’ assets would exercise.
3. BNY shall provide to the Board at such times as the Board deems reasonable and appropriate based on the circumstances of the Funds’ foreign custody arrangements written reports notifying the Board of the placement of assets of the Funds with a particular Eligible Foreign Custodian within a Specified Country and of any material change in the arrangements (including the contract governing such arrangements) with respect to assets of the Funds with any such Eligible Foreign Custodian.
ARTICLE III
RESPONSIBILITIES
1. Subject to the provisions of this Agreement, BNY shall with respect to each Specified Country select an Eligible Foreign Custodian. In connection therewith, BNY shall: (a) determine that assets of the Funds held by such Eligible Foreign Custodian will be subject to reasonable care, based on the standards applicable to custodians in the relevant market in which such Eligible Foreign Custodian operates, after considering all factors relevant to the safekeeping of such assets, including, without limitation, those contained in paragraph (c)(1) of the Rule; (b) determine that the Funds’ foreign custody arrangements with each Eligible Foreign Custodian are governed by a written contract with the Custodian which will provide reasonable care for the Funds’ assets based on the standards specified in paragraph (c)(1) of the Rule; (c) determine that each contract with an Eligible Foreign Custodian shall include the provisions specified in paragraph (c)(2)(i)(A) through (F) of the Rule or, alternatively, in lieu of any or all of such (c)(2)(i)(A) through (F) provisions, such other provisions as BNY determines will provide, in their entirety, the same or a greater level of care and protection for the assets of the Funds as such specified provisions; (d) monitor pursuant to the Monitoring System the appropriateness of maintaining the assets of the Funds with a particular Eligible Foreign Custodian pursuant to paragraph (c)(1) of the Rule and the performance of the contract governing such arrangement; and (e) advise the Funds whenever BNY determines under the Monitoring System that an arrangement (including, any material change in the contract governing such arrangement) described in preceding clause (d) no longer meets the requirements of the Rule.
2. For purposes of preceding Section 1 of this Article, BNY’s determination of appropriateness shall not include, nor be deemed to include, any evaluation of Country Risks associated with investment in a particular country. For purposes hereof, “Country Risks” shall mean systemic risks of holding assets in a particular country including but not limited to (a) an Eligible Foreign Custodian’s use of any depositories that act as or operate a system or a transnational system for the central handling of securities or any equivalent book-entries; (b) such country’s financial infrastructure; (c) such country’s prevailing custody and settlement practices; (d) nationalization, expropriation or other governmental actions; (e) regulation of the banking or securities industry; (f) currency controls, restrictions, devaluations or fluctuations; and (g) market conditions which affect the orderly execution of securities transactions or affect the value of securities.
ARTICLE IV
REPRESENTATIONS
1. The Funds hereby represent that: (a) this Agreement has been duly authorized, executed and delivered by the Funds, constitutes a valid and legally binding obligation of the Funds enforceable in accordance with its terms, and no statute, regulation, rule, order, judgment or contract binding on the Funds prohibits the Funds’ execution or performance of this Agreement; and (b) this Agreement has been approved and ratified by the Board.
2. BNY hereby represents that: (a) BNY is duly organized and existing under the laws of the State of New York, with full power to carry on its businesses as now conducted, and to enter into this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly authorized, executed and delivered by BNY, constitutes a valid and legally binding obligation of BNY enforceable in accordance with its terms, and no statute, regulation, rule, order, judgment or contract binding on BNY prohibits BNY’s execution or performance of this Agreement; and (c) BNY has established the Monitoring System.
ARTICLE V
CONCERNING BNY
1. BNY shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys’ and accountants’ fees, sustained or incurred by, or asserted against, the Funds except to the extent the same arises out of the failure of BNY to exercise the care, prudence and diligence required by Section 2 of Article II hereof. In no event shall BNY be liable to the Funds, the Board, or any third party for special, indirect or consequential damages, or for lost profits or loss of business, arising in connection with this Agreement.
2. The Funds shall indemnify BNY and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including attorneys’ and accountants’ fees, sustained or incurred by, or asserted against, BNY by reason or as a result of any action or inaction, or arising out of BNY’s performance hereunder, provided that the Funds shall not indemnify BNY to the extent any such costs, expenses, damages, liabilities or claims arises out of BNY’s failure to exercise the reasonable care, prudence and diligence required by Section 2 of Article II hereof.
3. For its services hereunder, the Funds agree to pay to BNY such compensation and out-of-pocket expenses as provided in the Custodian Agreement entered into between BNY and the Funds.
4. BNY shall have only such duties as are expressly set forth herein. In no event shall BNY be liable for any Country Risks associated with investments in a particular country.
ARTICLE VI
MISCELLANEOUS
1. This Agreement constitutes the entire agreement between the Funds and BNY as a foreign custody manager, and no provision in the Custody Agreement between the Funds and the Custodian shall affect the duties and obligations of BNY hereunder, nor shall any provision in this Agreement affect the duties or obligations of the Custodian under the Custody Agreement.
2. Any notice or other instrument in writing, authorized or required by this Agreement to be given to BNY, shall be sufficiently given if received by it at its offices at 100 Church Street, 10th Floor, New York, New York 10286, or at such other place as BNY may from time to time designate in writing.
3. Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Funds shall be sufficiently given if received by it at its offices at 5800 Corporate Drive, Pittsburgh PA, J5237-7000 or at such other place as the Funds may from time to time designate in writing.
4. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided however, that this Agreement shall not be assignable by either party without the written consent of the other.
5. This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. The Funds and BNY hereby consent to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. The Funds hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. The Funds and BNY each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.
6. The parties hereto agree that in performing hereunder, BNY is acting solely on behalf of the Funds and no contractual or service relationship shall be deemed to be established hereby between BNY and any other person by reason of this Agreement.
7. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.
8. This Agreement shall terminate simultaneously with the termination of the Custody Agreement between the Funds and the Custodian, and may otherwise be terminated by either party giving to the other party a notice in writing specifying the date of such termination, which shall be not less than thirty (30) days after the date of such notice.
9. The Custodian is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of those registered investment companies which are business trusts and agrees that the obligations and liabilities assumed by a registered investment company or any Series pursuant to this Agreement, including, without limitation, any obligation or liability to indemnify the Custodian, 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 registered investment company or Series, or any of them. In addition, in connection with the discharge and satisfaction of any claim made by the Custodian involving more than one Fund, the Trustees or Officers of such Funds shall have the exclusive right to determine the appropriate allocations of liability for any claim between or among the Funds.
IN WITNESS WHEREOF, the Funds and BNY have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the date first above written.
THE FUNDS LISTED ON SCHEDULE I
By: /s/ Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK
By: Joseph F. Keenan
Title: Managing Director
SCHEDULE I
Federated Capital Reserves Fund, a portfolio of Money Market Obligations Trust
Federated Government Reserves Fund, a portfolio of Money Market Obligations Trust
Federated Municipal Trust, a portfolio of Money Market Obligations Trust
Government Obligations Tax-Managed Fund, a portfolio of Money Market Obligations Trust
U.S. Treasury Cash Reserves, a portfolio of Money Market Obligations Trust
Automated Government Cash Reserves, a portfolio of Money Market Obligations Trust
Federated Market Opportunity Fund, a portfolio of Federated Equity Funds
Federated Stock Trust
SCHEDULE II
Specified Countries
Australia | National Australia Bank Ltd |
Austria | Bank Austria Creditanstalt A.G. |
Belgium | ING Belgium SA/NV |
Brazil | Citibank N.A. |
Canada | Royal Bank of Canada |
Czech Republic | ING Bank N.V. Prague |
Denmark | Danske Bank |
Egypt | Citibank, N.A. |
Finland | Nordea Bank Finland plc |
France | BNP Paribas Securities Services/ CACEIS Bank |
Germany | BHF-BANK AG |
Hong Kong | HSBC |
Hungary | ING Bank (Hungary) Rt. |
India | Deutsche Bank AG Mumbai/ HSBC |
Indonesia | HSBC |
Israel | Bank Hapoalim B.M. |
Italy | Intesa Sanpaolo S.p.A. |
Japan | The Bank of Tokyo-Mitsubishi UFJ Ltd/ Mizuho Corporate Bank, Ltd. |
Malaysia | HSBC Bank Malaysia Berhad |
Mexico | Banco Nacional de Mexico |
Netherlands | ING Bank |
New Zealand | National Australia Bank |
Norway | DnB NOR Bank ASA |
Poland | ING Bank Slaski |
Portugal | Banco Comercial Portugues |
Singapore | United Overseas Bank Limited/ DBS Bank Ltd. |
South Africa | Standard Bank of South Africa Limited |
South Korea | HSBC |
Spain | Banco Bilbao Vizcaya Argentaria S.A./ Santander Investment, S.A. |
Sweden | Skandinaviska Enskilda Banken |
Switzerland | Credit Suisse, Zurich |
Taiwan | HSBC |
Turkey | Garanti Bank |
United Kingdom | The Bank of New York/ Deutsche Bank AG London (Depository and Clearing Centre) |
EXHIBIT D
Non-Money Market Funds Fee Schedule
DOMESTIC CUSTODY (U.S. Securities Processing)
Safekeeping, Income Collection, Transaction Processing, Account Administration
0.25 of a basis point per annum on the average net assets of the Fund.
U.S. Security Transaction Charges (per transaction):
$4.50 DTC/FRB Book Entry Settlements
$4.00 Repurchase Agreements (each leg)
$5.00 Time Deposits
$5.00 Maturities
$20.00 Physical Settlements, Euroclear, Options, and Futures Transactions
$5.00 Paydowns
$4.00 Wire Transfers/Checks (not related to securities settlements)
$2.00 Interfund/Account Transactions
Manual Instruction Surcharge
Transactions instructed in a manner which does not facilitate Straight-Through-Processing will incur an additional $15 per transaction.
Out-of-Pocket Expenses
In addition to the above fee-schedule, Out-of-Pocket expenses will be charged as incurred. These charges would include but are not limited to:
See Second Amendment, dated 9/5/08
Compensating Balance Arrangement
The Funds and The Bank of New York
have entered into a compensating balance arrangement, which would allow the Funds to compensate the Bank for any overdrafts by
maintaining a positive cash balance the next day. Conversely, on any day the Funds maintain a positive balance, they will be allowed
to overdraw the account as compensation. In both cases, Federal Reserve requirements, currently 10%, will be assessed. Therefore,
all overdrafts must be compensated at 100% of the total and all positive balances will allow for an overdraft of 90% of the total.
Balances for the tax-exempt portfolios
will be permitted an open-ended roll forward. The taxable portfolios are closed out on a quarterly basis with no carry-over to
the subsequent quarter. At the end of each quarter, the average overdraft will be assessed a fee of 1% above the actual Federal
Funds rate at the end of the period. Any average positive balance will receive an earnings credit computed at the daily effective
90 day T-bill rate minus 0.25 bps on the last day of the period. Earnings credits will be offset against the Funds’ safekeeping
fees.
GLOBAL CUSTODY (Non-US Securities Processing)
Global | |||
Safekeeping Fee | Transaction Fee | ||
Countries | *(in basis points)1 | (U.S. Dollars)2 | |
Argentina | 17.00 | 55 | |
Australia | 1.50 | 25 | |
Austria | 3.00 | 40 | |
Bahrain | 50.00 | 140 | |
Bangladesh | 50.00 | 145 | |
Belgium | 2.50 | 35 | |
Bermuda | 17.00 | 70 | |
Botswana | 50.00 | 140 | |
Brazil | 12.00 | 30 | |
Bulgaria | 30.00 | 85 | |
Canada | 1.00 | 10 | |
Chile | 20.00 | 80 | |
China “A” Shares | 15.00 | 80 | |
China “B” Shares | 15.00 | 60 | |
Colombia | 50.00 | 95 | |
Costa Rica | 14.00 | 65 | |
Croatia | 25.00 | 70 | |
Cyprus | 15.00 | 35 | |
Czech Republic | 18.00 | 50 | |
Denmark | 2.00 | 35 | |
Ecuador | 30.00 | 55 | |
Egypt | 30.00 | 85 | |
Estonia | 10.00 | 60 | |
Euromarket/Euroclear3 | 1.00 | 10 | |
Euromarket/Clearstream | 1.00 | 10 | |
Finland | 3.50 | 35 | |
France | 2.00 | 30 | |
Germany | 1.50 | 25 | |
Ghana | 50.00 | 140 | |
Greece | 9.00 | 40 | |
Hong Kong | 3.00 | 45 | |
Hungary | 20.00 | 55 | |
Iceland | 11.00 | 35 | |
India | 13.00 | 105 | |
Indonesia | 11.00 | 80 | |
Ireland (Equities) | 3.00 | 33 | |
Ireland (Gov’t Bonds) | 1.00 | 13 | |
Israel | 20.00 | 40 | |
Italy | 1.50 | 35 | |
Ivory Coast | 50.00 | 140 | |
Jamaica | 50.00 | 60 | |
Japan | 1.75 | 20 | |
Jordan | 50.00 | 140 | |
Kazakhstan | 53.00 | 140 | |
Kenya | 48.00 | 140 | |
Latvia | 50.00 | 45 | |
Lebanon | 50.00 | 140 | |
Lithuania | 20.00 | 43 | |
Luxembourg | 10.00 | 80 | |
Malaysia | 4.50 | 45 | |
Malta | 20.00 | 63 | |
Mauritius | 25.00 | 100 | |
Mexico | 6.50 | 30 | |
Morocco | 50.00 | 95 | |
Namibia | 50.00 | 60 | |
Netherlands | 2.00 | 25 | |
New Zealand | 2.00 | 35 | |
Nigeria | 50.00 | 60 | |
Norway | 2.50 | 35 | |
Oman | 50.00 | 140 | |
Pakistan | 50.00 | 140 | |
Peru | 50.00 | 83 | |
Philippines | 6.00 | 60 | |
Poland | 15.00 | 63 | |
Portugal | 5.00 | 50 | |
Qatar | 50.00 | 140 | |
Romania | 30.00 | 80 | |
Russia Equities | 40.00 | 95 | |
Singapore | 3.50 | 45 | |
Slovak Republic | 23.00 | 95 | |
Slovenia | 50.00 | 60 | |
South Africa | 2.50 | 30 | |
South Korea | 6.50 | 45 | |
Spain | 2.50 | 40 | |
Sri Lanka | 13.00 | 70 | |
Swaziland | 50.00 | 60 | |
Sweden | 2.00 | 30 | |
Switzerland | 2.00 | 35 | |
Taiwan | 10.00 | 60 | |
Thailand | 5.00 | 50 | |
Trinidad & Tobago | 50.00 | 53 | |
Tunisia | 50.00 | 53 | |
Turkey | 12.50 | 60 | |
Ukraine | 75.00 | 250 | |
United Kingdom | 0.50 | 10 | |
Uruguay | 75.00 | 83 | |
Venezuela | 50.00 | 140 | |
Zambia | 50.00 | 140 | |
Zimbabwe | 50.00 | 140 | |
Not In Bank/Not in Custody Assets USA4………………………$500 per line per annum
Third Party Foreign Exchange Settlements | |||||
$70 per non-USD currency movement | |||||
Minimum charges imposed by Agent Banks/Local Administrators | |||||
Brazil - 15 basis points for annual administrative charges | |||||
Colombia - USD $600 per month minimum administration charge | |||||
Ecuador - USD $800 monthly minimum per relationship | |||||
Egypt - USD $400 monthly minimum per relationship | |||||
Additional Charges | |||||
Local taxes, stamp duties or other assessments, including stock exchange fees, postage and | |||||
insurance for shipping, facsimile reporting, extraordinary telecommunications fees or other unusual | |||||
expenses, which are unique to a country in which the Funds are investing | |||||
EXHIBIT E
Money Market Funds Fee Schedule
DOMESTIC CUSTODY (U.S. Securities Processing)
Safekeeping, Income Collection, Transaction Processing, Account Administration
0.25 of a basis point per annum on the average net assets of the Fund.
U.S. Security Transaction Charges (per transaction):
$4.50 DTC/FRB Book Entry Settlements
$4.00 Repurchase Agreements (each leg)
$5.00 Time Deposits
$5.00 Maturities
$20.00 Physical Settlements, Euroclear, Options, and Futures Transactions
$5.00 Paydowns
$4.00 Wire Transfers/Checks (not related to securities settlements)
$2.00 Interfund/Account Transactions
Manual Instruction Surcharge
Transactions instructed in a manner which does not facilitate Straight-Through-Processing will incur an additional $15 per transaction.
Out-of-Pocket Expenses
In addition to the above fee-schedule, Out-of-Pocket expenses will be charged as incurred. These charges would include but are not limited to:
See Second Amendment, dated 9/5/08
Compensating Balance Arrangement
The Funds and The Bank of New York
have entered into a compensating balance arrangement, which would allow the Funds to compensate the Bank for any overdrafts by
maintaining a positive cash balance the next day. Conversely, on any day the Funds maintain a positive balance, they will be allowed
to overdraw the account as compensation. In both cases, Federal Reserve requirements, currently 10%, will be assessed. Therefore,
all overdrafts must be compensated at 100% of the total and all positive balances will allow for an overdraft of 90% of the total.
Balances for the tax-exempt portfolios
will be permitted an open-ended roll forward. The taxable portfolios are closed out on a quarterly basis with no carry-over to
the subsequent quarter. At the end of each quarter, the average overdraft will be assessed a fee of 1% above the actual Federal
Funds rate at the end of the period. Any average positive balance will receive an earnings credit computed at the daily effective
90 day T-bill rate minus 0.25 bps on the last day of the period. Earnings credits will be offset against the Funds’ safekeeping
fees.
GLOBAL CUSTODY (Non-US Securities Processing)
Global | |||
Safekeeping Fee | Transaction Fee | ||
Countries | *(in basis points)1 | (U.S. Dollars)2 | |
Argentina | 17.00 | 55 | |
Australia | 1.50 | 25 | |
Austria | 3.00 | 40 | |
Bahrain | 50.00 | 140 | |
Bangladesh | 50.00 | 145 | |
Belgium | 2.50 | 35 | |
Bermuda | 17.00 | 70 | |
Botswana | 50.00 | 140 | |
Brazil | 12.00 | 30 | |
Bulgaria | 30.00 | 85 | |
Canada | 1.00 | 10 | |
Chile | 20.00 | 80 | |
China “A” Shares | 15.00 | 80 | |
China “B” Shares | 15.00 | 60 | |
Colombia | 50.00 | 95 | |
Costa Rica | 14.00 | 65 | |
Croatia | 25.00 | 70 | |
Cyprus | 15.00 | 35 | |
Czech Republic | 18.00 | 50 | |
Denmark | 2.00 | 35 | |
Ecuador | 30.00 | 55 | |
Egypt | 30.00 | 85 | |
Estonia | 10.00 | 60 | |
Euromarket/Euroclear3 | 1.00 | 10 | |
Euromarket/Clearstream | 1.00 | 10 | |
Finland | 3.50 | 35 | |
France | 2.00 | 30 | |
Germany | 1.50 | 25 | |
Ghana | 50.00 | 140 | |
Greece | 9.00 | 40 | |
Hong Kong | 3.00 | 45 | |
Hungary | 20.00 | 55 | |
Iceland | 11.00 | 35 | |
India | 13.00 | 105 | |
Indonesia | 11.00 | 80 | |
Ireland (Equities) | 3.00 | 33 | |
Ireland (Gov’t Bonds) | 1.00 | 13 | |
Israel | 20.00 | 40 | |
Italy | 1.50 | 35 | |
Ivory Coast | 50.00 | 140 | |
Jamaica | 50.00 | 60 | |
Japan | 1.75 | 20 | |
Jordan | 50.00 | 140 | |
Kazakhstan | 53.00 | 140 | |
Kenya | 48.00 | 140 | |
Latvia | 50.00 | 45 | |
Lebanon | 50.00 | 140 | |
Lithuania | 20.00 | 43 | |
Luxembourg | 10.00 | 80 | |
Malaysia | 4.50 | 45 | |
Malta | 20.00 | 63 | |
Mauritius | 25.00 | 100 | |
Mexico | 6.50 | 30 | |
Morocco | 50.00 | 95 | |
Namibia | 50.00 | 60 | |
Netherlands | 2.00 | 25 | |
New Zealand | 2.00 | 35 | |
Nigeria | 50.00 | 60 | |
Norway | 2.50 | 35 | |
Oman | 50.00 | 140 | |
Pakistan | 50.00 | 140 | |
Peru | 50.00 | 83 | |
Philippines | 6.00 | 60 | |
Poland | 15.00 | 63 | |
Portugal | 5.00 | 50 | |
Qatar | 50.00 | 140 | |
Romania | 30.00 | 80 | |
Russia Equities | 40.00 | 95 | |
Singapore | 3.50 | 45 | |
Slovak Republic | 23.00 | 95 | |
Slovenia | 50.00 | 60 | |
South Africa | 2.50 | 30 | |
South Korea | 6.50 | 45 | |
Spain | 2.50 | 40 | |
Sri Lanka | 13.00 | 70 | |
Swaziland | 50.00 | 60 | |
Sweden | 2.00 | 30 | |
Switzerland | 2.00 | 35 | |
Taiwan | 10.00 | 60 | |
Thailand | 5.00 | 50 | |
Trinidad & Tobago | 50.00 | 53 | |
Tunisia | 50.00 | 53 | |
Turkey | 12.50 | 60 | |
Ukraine | 75.00 | 250 | |
United Kingdom | 0.50 | 10 | |
Uruguay | 75.00 | 83 | |
Venezuela | 50.00 | 140 | |
Zambia | 50.00 | 140 | |
Zimbabwe | 50.00 | 140 | |
Not In Bank/Not in Custody Assets USA4………………………$500 per line per annum
Third Party Foreign Exchange Settlements | |||||
$70 per non-USD currency movement | |||||
Minimum charges imposed by Agent Banks/Local Administrators | |||||
Brazil - 15 basis points for annual administrative charges | |||||
Colombia - USD $600 per month minimum administration charge | |||||
Ecuador - USD $800 monthly minimum per relationship | |||||
Egypt - USD $400 monthly minimum per relationship | |||||
Additional Charges | |||||
Local taxes, stamp duties or other assessments, including stock exchange fees, postage and | |||||
insurance for shipping, facsimile reporting, extraordinary telecommunications fees or other unusual | |||||
expenses, which are unique to a country in which the Funds are investing | |||||
Amendment to
Custody Agreement
between
The Bank of New York
and
The Funds listed on Schedule II to the Custody Agreement, as amended from time to time
This Amendment (the “Amendment”) dated as of November 8, 2007 between The Bank of New York (“Custodian”) and the Funds listed on Schedule II to the Custody Agreement, as amended by Exhibit A attached hereto (each a “Fund”).
WHEREAS, the Federated Capital Reserves Fund, Federated Government Reserves Fund and Federated Municipal Trust (collectively, the “Federated Reserves Funds”), and Custodian, having executed the Custody Agreement dated June 7, 2005, now wish to make certain changes to the Custody Agreement and provisions thereof which provisions the Federated Reserves Funds and Custodian agree shall be deemed by them, and each of them, to be included as of the date of this Amendment within the Custody Agreement as if originally stated therein; and
WHEREAS, the Federated Reserves Funds and the Custodian agree to the addition of the following funds to the Custody Agreement: Government Obligations Tax-Managed Fund, U.S. Treasury Cash Reserves, and Automated Government Cash Reserves, each a portfolio of Money Market Obligations Trust; Federated Market Opportunity Fund, a portfolio of Federated Equity Funds; and Federated Stock Trust; and
WHEREAS, the Funds’ Board desires to delegate certain of its responsibilities for performing the services set forth in paragraphs (c)(1), (c)(2) and (c)(3) of Rule 17f-5 of the Investment Company Act of 1940 to the Custodian as Foreign Custody Manager and the Custodian agrees to accept such delegation of responsibilities; and
WHEREAS, the Custody Agreement is amended to include a Fee Schedule for non-money market funds;
WHEREAS, the Custody Agreement Fee Schedule for non-money market funds is amended to reduce the interest rate on overdrafts from 2% to 1% and to include a Global Custody Fee Schedule; and
WHEREAS, the Custody Agreement Fee Schedule for money market funds is amended to, include three new money market funds, to reduce the interest rate on overdrafts from 2% to 1% and to include a Global Custody Fee Schedule.
NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Funds and Custodian hereby agree as follows:
1. Schedule II of the Custody Agreement and Schedule I of the Joint Trading Account Agreement are each replaced with the Schedule II and Schedule I respectively, attached to this Amendment as Exhibits A and B, respectively.
2. The Custodian shall serve as Foreign Custody Manager in accordance with the Foreign Custody Management Agreement, attached to this Amendment as Exhibit C.
3. The Custody Agreement is amended to include a Fee Schedule for non-money market funds, attached to this Amendment as Exhibit D.
4. The Fee Schedule for non-money market funds is hereby added to the Custody Agreement in the form attached to this Amendment as Exhibit D.
5. The Fee Schedule for money funds is amended to include Government Obligations Tax-Managed Fund, U.S. Treasury Cash Reserves, and Automated Government Cash Reserves, each a portfolio of Money Market Obligations Trust, to reduce the interest rate on overdrafts from 2% to 1% above the actual Federal Funds rate at the end of the period and to provide a Global Custody Fee schedule, attached to this Amendment as Exhibit E.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly designated officers below as of the day and year first above written.
ACKNOWLEDGED AND AGREED:
Custodian:
THE BANK OF NEW YORK |
On behalf of each of the funds indicated on Schedule II of the Custody Agreement, as amended from time to time.
|
By: /s/ Joseph F. Keenan | By: /s/ Richard A. Novak |
Title: Managing Director | Title: Treasurer |
EXHIBIT A
CUSTODY AGREEMENT
SCHEDULE II
Federated Capital Reserves Fund, a portfolio of Money Market Obligations Trust
Federated Government Reserves Fund, a portfolio of Money Market Obligations Trust
Federated Municipal Trust, a portfolio of Money Market Obligations Trust
Government Obligations Tax-Managed Fund, a portfolio of Money Market Obligations Trust
U.S. Treasury Cash Reserves, a portfolio of Money Market Obligations Trust
Automated Government Cash Reserves, a portfolio of Money Market Obligations Trust
Federated Market Opportunity Fund, a portfolio of Federated Equity Funds
Federated Stock Trust
EXHIBIT B
JOINT TRADING ACCOUNT AGREEMENT
SCHEDULE I
Federated Capital Reserves Fund, a portfolio of Money Market Obligations Trust
Federated Government Reserves Fund, a portfolio of Money Market Obligations Trust
Federated Municipal Trust, a portfolio of Money Market Obligations Trust
Government Obligations Tax-Managed Fund, a portfolio of Money Market Obligations Trust
U.S. Treasury Cash Reserves, a portfolio of Money Market Obligations Trust
Automated Government Cash Reserves, a portfolio of Money Market Obligations Trust
Federated Market Opportunity Fund, a portfolio of Federated Equity Funds
Federated Stock Trust
Second Amendment to the Custody Agreement
This Amendment is made as of September 5, 2008 to the Custody Agreement (the “Agreement”) dated June 7, 2005 and amended November 8, 2007 between the Funds listed on Schedule II attached hereto (each a "Fund") and The Bank of New York Mellon (the "Custodian").
WHEREAS, each Fund and the Custodian wish to modify the provisions of the Agreement as set forth below;
NOW THEREFORE, each the Fund and the Custodian agree to the following amendments.
1. Section 14. “Internal Operating Account” to Article I of the Agreement shall be revised as follows:
14. “Internal Operating Account” shall mean accounts established by the Custodian at the direction of a Fund to facilitate the intraday transfer of monies to or from the Custodian representing aggregated subscriptions or redemptions for allocation to individual Funds as indicated by the Fund or its agent.
And;
Each Fund and the Custodian hereby amend Article V. Section 1 of the Agreement by replacing the first sentence of the section as follows:
If Custodian should in its sole discretion advance funds on behalf of any Fund which results in an overdraft at the end of any day, because the money held by Custodian in an Account, including an Internal Operating Account, for such Fund shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such Fund, as set forth in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund, due to borrowing by a Fund from the Custodian, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and the Custodian as such Fee Exhibit may be amended from time to time.
2. Within Exhibit D, the section entitled “Compensating Balance Arrangement” is replaced in its entirety with the following Amended and Restated section entitled “Compensating Balance Arrangement” as attached hereto.
3. Within Exhibit E, the section entitled “Compensating Balance Arrangement” is replaced in its entirety with the following Amended and Restated section entitled “Compensating Balance Arrangement” as attached hereto.
4. Each Exhibit A, Exhibit B, and Schedule I to Exhibit C, the Foreign Custody Manager Agreement, are updated to include the following new Funds:
Federated California Municipal Income Fund
Federated New York Municipal Income Fund
Federated North Carolina Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of the day and year first written above.
On behalf of each of the Funds indicated on Schedule II attached hereto
By: /s/ Richard A. Novak
Name: Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Bruce L. Baumann
Title: Vice President
Amended and Restated
Exhibit D
Compensating Balance Arrangement
Each of the Funds listed below and The Bank of New York Mellon have entered into an earnings credit balance arrangement pursuant to which it has been agreed that 90% of any positive balances will be compensated at the 90 day T-Bill rate and 100% of overdrawn balances will be charged at a rate of 1% over the Fed Funds rate. Monthly, the net resultant credit or charge will be applied to the each Funds’ respective safekeeping fees. Credits that exceed the safekeeping fee may be carried over into the next billing period at the discretion of Custodian.
FUNDS
Federated Stock Trust
Federated Market Opportunity Fund
Federated California Municipal Income Fund
Federated North Carolina Municipal Income Fund
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
See Fifth Amendment dated 11/13/09 for Compensating Balance Arrangement
Amended and Restated
Exhibit E
Compensating Balance Arrangement
Each Fund listed below and The Bank of New York Mellon (the “Bank”) have entered into a average compensating balance arrangement, which would allow the Funds to compensate the Bank for any overdrafts by maintaining a positive cash balance and conversely, on any day a Fund maintains a positive balance, the respective Fund will be permitted to overdraw the account as compensation.
In each instance, Federal Reserve requirements (currently 10%), will be assessed. Therefore, all overdrafts must be compensated at 100% of the total and all positive balances will allow for an overdraft of up to 90% of the total (unless the positive balance is the result of an error on the part on the Bank, in which case the positive balance would be assessed at 100%). The Funds shall maintain the average compensating balance over quarterly periods (ending March, June, September and December for FGRF, FCRF and FMUTR; and ending February, May, August, and November for AGCR, USTCR and GOTMF). Average balances will be computed at the end of the quarter. Net positive balances will receive an earnings credit computed at the daily effective 90 – day T-Bill rate on the last day of a period. Net negative balances will be charged at the Fed Funds rate plus 1% on the last day of the period. Quarterly net credits or charges will be applied to the safekeeping fees. Credits that exceed the safekeeping fee will be carried over into the next billing period but must be applied in a 12 month cycle; all accumulated unapplied credits will expire in the final quarter of the cycle, i.e. in November or December. However, upon specific request from Fund, Custodian at its discretion may agree to carry forward into the next 12 month cycle any accumulated credits, contingent on their application within a specified time period.
Credits are not redeemable for cash and will expire in the event the relationship with the Funds is terminated.
FUNDS
Federated Capital Reserves Fund (FCRF)
Federated Government Reserve Fund (FGRF)
Federated Municipal Trust Fund (FMUTR)
US Treasury Cash Reserve Fund (USTCR)
Automated Government Cash Reserves (AGCR)
Government Obligations Tax Managed Fund (GOTMF)
Third Amendment to the Custody Agreement
This Amendment is made as of September 8, 2009 to the Custody Agreement (the “Agreement”) dated June 7, 2005, amended November 7, 2007 and September 5, 2008 between the Funds listed on Schedule II attached hereto (each a "Fund") and The Bank of New York Mellon (the "Custodian").
WHEREAS, each Fund and the Custodian wish to modify the provisions of the Agreement as set forth below;
NOW THEREFORE, each the Fund and the Custodian agree to the following amendments.
1. Within Exhibit C, the section entitled Schedule II is replaced in its entirety with Amended and Restated Schedule II as attached hereto.
2. Exhibit D, the fee schedule for non-money market funds, is amended to include a fee for the safekeeping of gold bullion and a transaction charge for settlement of trades involving same with restated Exhibit D as attached hereto.
3. A Precious Metals Supplement is added as Exhibit F to include provisions for the custody of assets consisting of precious metals held for the Federated Market Opportunity Fund.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of the day and year first written above.
On behalf of each of the Funds indicated on Schedule II attached hereto
By: /s/ Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Andrew Pfeifer
Title: Vice President
Custody Agreement
Schedule II
Federated Stock Trust
Federated Market Opportunity Fund
Federated California Municipal Income Fund
Federated North Carolina Municipal Income Fund
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Capital Reserves Fund
Federated Government Reserve Fund
Federated Municipal Trust Fund
US Treasury Cash Reserve Fund
Automated Government Cash Reserves
Government Obligations Tax Managed Fund
See Fourth Amendment adding new funds, effective 10/23/09
Custody Agreement
Amended and Restated
Exhibit C, Schedule II
Specified Countries
Country/Market | Subcustodian(s) |
Argentina | Citibank N.A. |
Australia | National Australia Bank Limited |
Austria | UniCredit Bank Austria AG |
Bahrain | HSBC Bank Middle East Limited |
Bangladesh | Standard Chartered Bank |
Belgium | ING Belgium, SA/NV |
Benin | Société Générale de Banques en Côte d’Ivoire |
Bermuda | Bank of Bermuda Limited |
Botswana | Barclays Bank of Botswana Ltd. |
Brazil | Citibank N.A. |
Bulgaria | ING Bank N.V. |
Burkina Faso | Société Générale de Banques en Côte d’Ivoire |
Canada | CIBC Mellon Trust Company |
Cayman Islands | The Bank of New York Mellon |
Channel Islands | The Bank of New York Mellon |
Chile | Banco de Chile |
China | HSBC Bank (China) Company Limited |
Colombia | Cititrust Colombia S.A. |
Costa Rica | Banco BCT |
Croatia | Privredna Banka Zagreb d.d. |
Cyprus | EFG Eurobank Ergasias S.A. |
Czech Republic | ING Bank N.V. |
Denmark | Danske Bank |
Ecuador | Banco de la Produccion S.A. |
Egypt | HSBC Bank Egypt S.A.E. |
Estonia | SEB Pank AS |
Euromarket | Clearstream Banking Luxembourg S.A. |
Euromarket | Euroclear Bank |
Finland | Skandinaviska Enskilda Banken |
France | BNP Paribas Securities Services |
France | CACEIS Bank |
Germany | BHF Asset Servicing GmbH |
Ghana | Barclays Bank of Ghana Ltd. |
Greece | EFG Eurobank Ergasias S.A. |
Guinea Bissau | Société Générale de Banques en Côte d’Ivoire |
Hong Kong | HSBC Ltd. |
Hungary | ING Bank N.V. |
Iceland | New Landsbanki Islands |
India | Deutsche Bank AG |
Indonesia | HSBC Ltd. |
Ireland | The Bank of New York Mellon |
Israel | Bank Hapoalim B.M. |
Italy | Intesa Sanpaolo S.p.A |
Ivory Coast | Société Générale de Banques en Côte d’Ivoire |
Japan | Mizuho Corporate Bank Ltd. (MHCB) |
Japan | The Bank of Tokyo – Mitsubishi UFJ Ltd. |
Jordan | HSBC Bank Middle East Ltd. |
Kazakhstan | HSBC Kazakhstan |
Kenya | Barclays Bank of Kenya Ltd. |
Kuwait | HSBC Bank Middle East Ltd. |
Latvia | AS SEB banka |
Lebanon | HSBC Bank Middle East Ltd. |
Lithuania | SEB Bankas |
Luxembourg | Banque et Caisse d’Epargne de l’Etat (BCEEL) |
Malaysia | HSBC Bank Malaysia Berhad |
Mali | Société Générale de Banques en Côte d’Ivoire |
Malta | HSBC Bank Malta plc |
Mauritius | HSBC Ltd. |
Mexico | Banco Nacional de Mexico (BANAMEX) |
Morocco | Citibank Maghreb |
Namibia | Standard Bank Namibia Ltd |
Netherlands | BNY Mellon Asset Servicing BV |
New Zealand | National Australia Bank |
Niger | Société Générale de Banques en Côte d’Ivoire |
Nigeria | Stanbic IBTC Bank Plc |
Norway | DnB NOR Bank ASA |
Oman | HSBC Bank Middle East Ltd. |
Pakistan | Deutsche Bank AG |
Palestinian Autonomous Area | HSBC Bank Middle East Ltd. |
Peru | Citibank del Peru, S.A. |
Philippines | HSBC Ltd. |
Poland | ING Bank Slaski |
Portugal | Banco Comercial Portugues |
Qatar | HSBC Bank Middle East Ltd. |
Romania | ING Bank N.V. |
Russia | ING Bank (Eurasia) |
Saudi Arabia | SABB Securities Limited |
Senegal | Société Générale de Banques en Côte d’Ivoire |
Serbia | UniCredit Bank Austria AG |
Singapore | DBS Bank Ltd. |
Singapore | United Overseas Bank Ltd. |
Slovak Republic | ING Bank N.V. |
Slovenia | UniCredit Banka Slovenia d.d. |
South Africa | Standard Bank of South Africa |
South Korea | HSBC Ltd. |
Spain | Banco Bilbao Vizcaya Argentaria S.A. (BBVA) |
Spain | Santander Investment S.A. |
Sri Lanka | HSBC Ltd. |
Swaziland | Standard Bank Swaziland Ltd |
Sweden | Skandinaviska Enskilda Banken |
Switzerland | Credit Suisse |
Taiwan | Standard Chartered Bank (Taiwan) Ltd. / HSBC |
Thailand | Bangkok Bank Public Company Ltd. |
Thailand | HSBC Ltd |
Togo | Société Générale de Banques en Côte d’Ivoire |
Trinidad & Tobago | Republic Bank Ltd. |
Tunisia | Banque Internationale Arabe de Tunisie |
Turkey | Deutsche Bank AS |
Ukraine | ING Bank Ukraine |
United Arab Emirates | HSBC Bank Middle East Ltd. |
United Kingdom | Deutsche Bank AG |
United Kingdom | The Bank of New York Mellon |
United States | The Bank of New York Mellon |
Uruguay | Banco Itaú Uruguay S.A. |
Venezuela | Citibank N.A. |
Vietnam | HSBC Bank (Vietnam) Ltd |
Zambia | Barclays Bank of Zambia Ltd |
Zimbabwe | Barclays Bank of Zimbabwe Ltd |
Custody Agreement
Amended and Restated
Exhibit D
Non-Money Market Funds Fee Schedule
Domestic Custody (U.S. Securities Processing)
Safekeeping, Income Collection, Transaction Processing, Account Administration
0.25 of a basis point per annum on the average net assets of the Fund.
Gold Bullion Safekeeping – at the following rates, minimum $75,000 per annum:
$20 per 400oz bar per month
$10 per 100oz bar per month
U.S. Security Transaction Charges (per transaction):
$4.50 DTC/FRB Book Entry Settlements
$4.00 Repurchase Agreements (each leg)
$5.00 Time Deposits
$5.00 Maturities
$20.00 Physical Settlements, Euroclear, Options, and Futures Transactions
$5.00 Paydowns
$4.00 Wire Transfers/Checks (not related to securities settlements)
$2.00 Interfund/Account Transactions
Gold Bullion Transaction Charges
$ 5 per receipt trade
$20 per delivery per 400oz bar
$10 per delivery per 100oz bar
Manual Instruction Surcharge
Transactions instructed in a manner which does not facilitate Straight-Through-Processing will incur an additional $15 per transaction.
Out-of-Pocket Expenses
In addition to the above fee-schedule, Out-of-Pocket expenses will be charged as incurred. These charges would include but are not limited to:
Global Custody (non-U.S. securities processing)
Global | ||
Safekeeping Fee | Transaction Fee5 | |
Countries | *(in basis points)6 | (U.S. Dollars) |
Argentina | 17.00 | 55 |
Australia | 1.50 | 25 |
Austria | 3.00 | 40 |
Bahrain | 50.00 | 140 |
Bangladesh | 50.00 | 145 |
Belgium | 2.50 | 35 |
Bermuda | 17.00 | 70 |
Botswana | 50.00 | 140 |
Brazil | 12.00 | 30 |
Bulgaria | 30.00 | 85 |
Canada | 1.00 | 10 |
Chile | 20.00 | 80 |
China “A” Shares | 15.00 | 80 |
China “B” Shares | 15.00 | 60 |
Colombia | 50.00 | 95 |
Costa Rica | 14.00 | 65 |
Croatia | 25.00 | 70 |
Cyprus | 15.00 | 35 |
Czech Republic | 18.00 | 50 |
Denmark | 2.00 | 35 |
Ecuador | 30.00 | 55 |
Egypt | 30.00 | 85 |
Estonia | 10.00 | 60 |
Euromarket/Euroclear7 | 1.00 | 10 |
Euromarket/Clearstream | 1.00 | 10 |
Finland | 3.50 | 35 |
France | 2.00 | 30 |
Germany | 1.50 | 25 |
|
Global | ||||
Safekeeping Fee | Transaction Fee | ||||
Countries | *(in basis points) | (U.S. Dollars) | |||
Ghana | 50.00 | 140 | |||
Greece | 9.00 | 40 | |||
Hong Kong | 3.00 | 45 | |||
Hungary | 20.00 | 55 | |||
Iceland | 11.00 | 35 | |||
India | 13.00 | 105 | |||
Indonesia | 11.00 | 80 | |||
Ireland (Equities) | 3.00 | 33 | |||
Ireland (Gov’t Bonds) | 1.00 | 13 | |||
Israel | 20.00 | 40 | |||
Italy | 1.50 | 35 | |||
Ivory Coast | 50.00 | 140 | |||
Jamaica | 50.00 | 60 | |||
Japan | 1.75 | 20 | |||
Jordan | 50.00 | 140 | |||
Kazakhstan | 53.00 | 140 | |||
Kenya | 48.00 | 140 | |||
Latvia | 50.00 | 45 | |||
Lebanon | 50.00 | 140 | |||
Lithuania | 20.00 | 43 | |||
Luxembourg | 10.00 | 80 | |||
Malaysia | 4.50 | 45 | |||
Malta | 20.00 | 63 | |||
Mauritius | 25.00 | 100 | |||
Mexico | 6.50 | 30 | |||
Morocco | 50.00 | 95 | |||
Namibia | 50.00 | 60 | |||
Netherlands | 2.00 | 25 | |||
New Zealand | 2.00 | 35 | |||
Nigeria | 50.00 | 60 | |||
Norway | 2.50 | 35 | |||
Oman | 50.00 | 140 | |||
Pakistan | 50.00 | 140 | |||
Peru | 50.00 | 83 | |||
Philippines | 6.00 | 60 | |||
Poland | 15.00 | 63 | |||
Portugal | 5.00 | 50 | |||
Qatar | 50.00 | 140 | |||
Romania | 30.00 | 80 | |||
Russia Equities | 40.00 | 95 | |||
|
Global | ||||
Safekeeping Fee | Transaction Fee | ||||
Countries | *(in basis points) | (U.S. Dollars) | |||
Singapore | 3.50 | 45 | |||
Slovak Republic | 23.00 | 95 | |||
Slovenia | 50.00 | 60 | |||
South Africa | 2.50 | 30 | |||
South Korea | 6.50 | 45 | |||
Spain | 2.50 | 40 | |||
Sri Lanka | 13.00 | 70 | |||
Swaziland | 50.00 | 60 | |||
Sweden | 2.00 | 30 | |||
Switzerland | 2.00 | 35 | |||
Taiwan | 10.00 | 60 | |||
Thailand | 5.00 | 50 | |||
Trinidad & Tobago | 50.00 | 53 | |||
Tunisia | 50.00 | 53 | |||
Turkey | 12.50 | 60 | |||
Ukraine | 75.00 | 250 | |||
United Kingdom | 0.50 | 10 | |||
Uruguay | 75.00 | 83 | |||
Venezuela | 50.00 | 140 | |||
Zambia | 50.00 | 140 | |||
Zimbabwe | 50.00 | 140 | |||
Not In Bank/Not in Custody Assets USA8 ………………………$500 per line per annum
Third Party Foreign Exchange Settlements | |||||
$70 per non-USD currency movement | |||||
Minimum charges imposed by Agent Banks/Local Administrators | |||||
Brazil - 15 basis points for annual administrative charges | |||||
Colombia - USD $600 per month minimum administration charge | |||||
Ecuador - USD $800 monthly minimum per relationship | |||||
Egypt - USD $400 monthly minimum per relationship | |||||
Additional Charges | |||||
Local taxes, stamp duties or other assessments, including stock exchange fees, postage and | |||||
insurance for shipping, facsimile reporting, extraordinary telecommunications fees or other unusual | |||||
expenses, which are unique to a country in which the Funds are investing. | |||||
Earnings Credit Arrangement
Each of the Funds listed below and The Bank of New York Mellon have entered into an earnings credit balance arrangement pursuant to which it has been agreed that 90% of any positive balances will be compensated at the 90 day T-Bill rate and 100% of overdrawn balances will be charged at a rate of 1% over the Fed Funds rate. Monthly, the net resultant credit or charge will be applied to the each Funds’ respective safekeeping fees. Credits that exceed the safekeeping fee may be carried over into the next billing period at the discretion of the Custodian.
FUNDS See Seventh Amendment, dated 9/1/10
Federated Stock Trust
Federated Market Opportunity Fund
Federated California Municipal Income Fund
Federated North Carolina Municipal Income Fund
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
See Fourth Amendment adding new funds, effective 10/23/09
Custody Agreement
Exhibit F
PRECIOUS METALS SUPPLEMENT
(Precious Metals Physically Held in the USA)
In addition to the provisions of that certain Global Custody Agreement dated as of June 7, 2005, as amended, pursuant to which the registered investment company, the Federated Market Opportunity Fund, (the “Customer”) has appointed The Bank of New York Mellon, formerly known as The Bank of New York (the “Custodian”) as its custodian of securities and cash and to perform related services (the “Agreement”), the following provisions shall apply to the custody of assets consisting of precious metals.
ARTICLE I
APPOINTMENT OF CUSTODIAN; CUSTODIAL SERVICES TO BE PROVIDED BY SUBCUSTODIAN
1. Customer hereby appoints the Custodian as custodian to hold and maintain certain property consisting of the metals described in the attached Addendum A (the “Precious Metals”) and which are specified in each authenticated trade instruction sent by the Customer or it’s Authorized Representative to the Custodian.
2. Custodian hereby accepts appointment as such custodian of Precious Metals and agrees to perform its duties in respect thereof pursuant to the provisions of this Supplement. Customer acknowledges that Custodian shall utilize the services of one or more subcustodians, identified to Customer from time to time (each, for purposes of this Supplement, a “Subcustodian”), to serve as warehouseman of the Precious Metals held hereunder. Precious Metals held through a Subcustodian shall be held subject to the terms and conditions of Custodian’s agreement with such Subcustodian. Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian. In the event Custodian selects a replacement Subcustodian, Custodian shall not utilize such replacement Subcustodian until after providing Customer with commercially reasonable notice.
ARTICLE II
RESPONSIBILITIES OF CUSTODIAN AND SUBCUSTODIANS
1. Custodian shall receive, hold and keep the Precious Metals at a secure facility maintained by a Subcustodian which shall be identified to Customer from time to time (the “Secure Facility”).
2. Custodian shall be responsible for the safekeeping of the Precious Metals in the form and condition in which they are delivered to its Subcustodian acting as its warehouseman. Custodian shall cause the Subcustodian to keep the Precious Metals held for Customer hereunder separately identified and segregated and to maintain records identifying the Precious Metals belonging to Customer.
3. Custodian shall provide Customer with reporting by a means agreed between the parties detailing Precious Metals received, delivered and held at the Subcustodian. Customer agrees that it shall promptly review all such statements and shall advise Custodian of any error, omission or inaccuracy therein within a commercially reasonable time.
4. Custodian shall cause the Subcustodian it designates to take delivery of Precious Metals from Customer and to acknowledge receipt from Customer of the Precious Metals. The Subcustodian may, at its option, record certain specifications indicated on the Precious Metals. It is understood and agreed that neither Custodian nor its Subcustodians are responsible for the authenticity of markings on or for the weight, fineness or contents of any of the Precious Metals, delivered to them by Customer or a third party for the account of Customer.
5. Custodian shall maintain insurance protection covering the Custodian’s duties and activities hereunder in such amounts and insuring against such risks as Custodian deems reasonable and appropriate under the circumstances. Subcustodians may maintain such insurance in regard to their business on such terms as they consider appropriate, but the Custodian shall have no liability for the terms or sufficiency of the insurance maintained by any Subcustodian or for the failure of any Subcustodian to maintain insurance.
ARTICLE III
DELIVERY OF PRECIOUS METALS TO, AND WITHDRAWAL OF PRECIOUS METALS FROM, CUSTODY
1. Each delivery of Precious Metals to be held in custody in accordance with this Supplement shall be made pursuant to an authenticated trade instruction sent by the Customer or its Authorized Representative to the Custodian. Such instruction must be received by the published trade instruction deadlines and by the agreed communication method. Such instruction shall be acknowledged by the Custodian. The authorized trade instruction shall identify the Precious Metal to be delivered, in such customary manner as specified by the Custodian, and the delivery date, and the Custodian’s acknowledgment shall identify the Subcustodian and Secure Facility to which the Customer shall deliver the Precious Metal. Delivery shall be made only to the Secure Facility of the Subcustodian designated by the Custodian. Customer acknowledges and agrees that neither the Custodian nor the Subcustodian has any responsibility or liability for any loss, damage or destruction of any Precious Metals prior to the time the Subcustodian identified by the Custodian accepts the care, custody and control of the Precious Metals at the specified Subcustodian’s Secure Facility, and Customer hereby releases Custodian and each Subcustodian from any responsibility or liability prior to the time the Subcustodian identified by the Custodian accepts the care, custody and control of the Precious Metals. In the event the Precious Metal delivered to the Subcustodian differs from the identification provided by the Customer, the Custodian shall endeavor promptly to notify the Customer. Neither the Custodian nor any Subcustodian shall be liable for any loss resulting from the failure of the Precious Metal actually delivered to conform to the identification provided by the Customer in the authorized trade instruction.
2. Each withdrawal of Precious Metals from custody in accordance with this Supplement shall be made pursuant to an authenticated trade instruction sent by the Customer or its Authorized Representative to the Custodian. Such instruction must be received by the published trade instruction deadlines and by the agreed communication method. Such instruction shall be acknowledged by the Custodian. The authorized trade instruction shall identify the Precious Metal to be withdrawn, in such customary manner as specified by the Custodian, and the delivery date and the Custodian’s acknowledgment shall identify the Subcustodian and Secure Facility from which the Customer shall take delivery of the Precious Metal. Customer must collect or arrange for the collection of the Precious Metal being withdrawn from the Subcustodian having physical possession thereof. All risk in and to the Precious Metal withdrawn shall pass at the specified Secure Facility at the time Customer or its Authorized Representative acknowledges receipt.
3. Customer shall be responsible for all expenses associated with the delivery and withdrawal of Precious Metals to and from the Secure Facility, as well as all insurance, safekeeping, security and secure transport arrangements for the Precious Metals while either in storage outside the terms of this agreement or in transit to or from the Custodians appointed Subcustodian. Customer shall pay or reimburse the Custodian from time to time for any taxes or other governmental charges payable, and actually paid, by Custodian upon storage or transfer of the Precious Metals made hereunder.
4. If, in Custodian’s opinion, any authenticated trade instruction is unclear or ambiguous, Custodian shall endeavor to obtain clarification from Customer. In the absence of such clarification Custodian may, in its absolute discretion, either (i) decline to take action until clarification is received or (ii) act on what it believes, in good faith, to be such instruction.
ARTICLE IV
CONCERNING CUSTODIAN
Except as otherwise expressly provided herein, Custodian shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys’ and accountants’ fees (collectively, “Losses”), incurred by or asserted against Customer, except those Losses arising out of Custodian’s own negligence or willful misconduct. Custodian shall have no liability whatsoever for the action or inaction of any commodities exchange. With respect to any Losses incurred by Customer as a result of the acts or failures to act by a Subcustodian acting as warehouseman hereunder, Custodian shall take appropriate action to recover such Losses, and Custodian’s liability shall be limited to the amount recovered net of Custodian’s costs and expenses. In no event shall Custodian be liable to Customer or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Supplement.
ARTICLE V
MISCELLANEOUS.
The provisions of this Supplement shall apply solely with respect to the custody of Precious Metals. All provisions of the Agreement shall nevertheless remain in full force and effect with respect to assets held pursuant to this Supplement, and all capitalized terms and provisions contained in the Agreement shall be read so as to apply fully to the services and activities contemplated by this Supplement; provided, that in the event of any conflict between the provisions of the Agreement and the provisions of this Supplement, the provisions of this Supplement shall control.
Federated Equity Funds on behalf of its
Dated: Federated Market Opportunity Fund
/s/ Richard A. Novak
By: Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Andrew Pfeifer
Title: Vice President
Precious Metals Supplement
Addendum A
Gold Bullion
Fourth Amendment to the Custody Agreement
This Amendment is made as of October 23, 2009 to the Custody Agreement (as amended, the “Custody Agreement”) dated June 7, 2005, amended November 7, 2007, September 5, 2008, and September 8, 2009 between the Funds listed on Schedule II to the Custody Agreement (each a "Fund") and The Bank of New York Mellon (the "Custodian").
RECITALS
WHEREAS, the custody of the securities, cash and other portfolio assets of the funds specified in this Amendment are being converted to the Custodian as of the close of business on October 23, 2009;
WHEREAS, the parties agree that the list of Funds that are parties to the Custody Agreement is set forth on Schedule II to the Custody Agreement (which has been amended and attached as Exhibit A to prior amendments to the Custody Agreement) (“Schedule II to the Custody Agreement” or “Exhibit A”), and the parties desire to amend the list of Funds to add the funds specified in this Amendment;
WHEREAS, the parties agree that the list of Funds that are parties to the Joint Trading Account Custody Agreement, which is part of the Custody Agreement, is set forth on Schedule I to the Joint Trading Account Custody Agreement (which has been amended and attached as Exhibit B to prior amendments to the Custody Agreement) (“Schedule I to the Joint Trading Account Agreement” or “Exhibit B”), and the parties desire to amend the list of Funds to add the funds specified in this Amendment;
WHEREAS, the parties agree that the list of Funds that are parties to the Foreign Custody Agreement, which is part of the Custody Agreement, is set forth on Schedule I to the Foreign Custody Agreement (which has been attached as Exhibit C to in prior amendments) (“Schedule I to Foreign Custody Agreement” or “Exhibit C”), and the parties desire to amend the list of Funds to add the funds specified in this Amendment; and
WHEREAS, the parties agree that the Fee Schedule for Non-Money Market Funds, which is part of the Custody Agreement (which has been attached as Exhibit D in prior amendments (“Fee Schedule for Non-Money Market Funds” or “Exhibit D”), will apply to the funds specified herein, and the parties desire to add the funds specified in this Amendment to the funds subject to the Fee Schedule for Non-Money Market Funds.
AMENDMENT
NOW THEREFORE, intending to be legally bound, each of the Funds and the Custodian agree to the following amendments:
Each of Schedule II to the Custody Agreement (or Exhibit A), Schedule I to the Joint Trading Account Agreement (or Exhibit B), Schedule I to the Foreign Custody Agreement (or Exhibit C), and the Fee Schedule for Non-Money Market Funds (or Exhibit D) shall be, and hereby are, amended and updated to include the following new Funds:
Federated Municipal Securities Fund, Inc.
Federated Intermediate Municipal Trust, a portfolio of Intermediate Municipal Trust
Federated Michigan Intermediate Municipal Trust, a portfolio of Federated Municipal Securities Income Trust
Federated Municipal High Yield Advantage Fund, a portfolio of Federated Municipal Securities Income Trust
The agreements referenced herein shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of the day and year first written above.
ON BEHALF OF EACH OF THE FUNDS INDICATED ON SCHEDULE II OF THE CUSTODY AGREEMENT, AS AMENDED FROM TIME TO TIME
By: /s/ Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Andrew Pfeiffer
Title: Vice President
Fifth Amendment to the Custody Agreement
This Amendment is made as of November 13, 2009 to the Custody Agreement (the “Agreement”) dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, and October 23, 2009 between the Funds listed on Schedule II attached hereto (each a "Fund") and The Bank of New York Mellon (the "Custodian").
Recitals
WHEREAS, the parties agree that the Fee Schedule for Money Market Funds, which is part of the Custody Agreement, which has been attached as Exhibit E in prior amendments (“Fee Schedule for Money Market Funds” or “Exhibit E”), will apply to the funds specified herein.
Amendment
WHEREAS, each Fund and the Custodian wish to modify the provisions of the Agreement as set forth below;
NOW THEREFORE, each the Fund and the Custodian agree to the following amendments.
Within Exhibit E, the section entitled “Compensating Balance Arrangement” is replaced in its entirety with Amended and Restated Exhibit E as attached hereto.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of the day and year first written above.
On behalf of each of the Funds indicated on Schedule II attached hereto
By: /s/ Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Peter D. Holland
Title: Managing Director
Amended and Restated
Exhibit E
Compensating Balance Arrangement
Each Fund listed below and The Bank of New York Mellon (the “Bank”) have entered into an average compensating balance arrangement, which would allow the Funds to compensate the Bank for any overdrafts by maintaining a positive cash balance and conversely, on any day a Fund maintains a positive balance, the respective Fund will be permitted to overdraw the account as compensation, within the Maximum Daily Balance limits as established for each fund as listed below.
In each instance, Federal Reserve requirements for minimum balances (currently 10%), will be assessed. Therefore, all overdrafts must be compensated at 100% of the total and all positive balances will allow for an overdraft of up to 90% of the total (unless the positive balance is the result of an error on the part on the Bank, in which case the positive balance would be assessed at 100%). The Funds shall maintain the average compensating balance over quarterly periods (ending March, June, September and December for FGRF, FCRF and FMUTR; and ending February, May, August, and November for AGCR, USTCR and GOTMF). Average balances will be computed at the end of the quarter. Net positive balances will receive an earnings credit computed at the daily effective 90 – day T-Bill rate on the last day of a period. Net negative balances will be charged at the Fed Funds rate plus 1% on the last day of the period. Quarterly net credits or charges will be applied to the safekeeping fees. Credits that exceed the safekeeping fee will be carried over into the next billing period but must be applied in a 12 month cycle; all accumulated unapplied credits will expire in the final quarter of the cycle, i.e. in November or December. However, upon specific request from the Fund, Custodian at its discretion may agree to carry forward into the next 12 month cycle any accumulated credits, contingent on their application within a specified time period.
Credits are not redeemable for cash and will expire in the event the relationship with the Funds is terminated.
Maximum Daily Balances (“MDB”) limits have been determined for each fund. On days where the Funds exceed their MDBs, interest will be credited on 90% of the excess balance at the 90-day T-Bill rate or charged on 100% of the excess overdraft balance at the Fed Funds rate plus 1%, based on the day(s) the MDB’s were exceeded.
Maximum Daily Balance +/- $175 million
US Treasury Cash Reserves Fund (USTCR)
Government Obligations Tax Managed Fund (GOTMF)
Maximum Daily Balance +/- $75 million
Federated Municipal Trust Fund (FMUTR)
Maximum Daily Balance +/- $25 million
Federated Capital Reserves Fund (FCRF)
Federated Government Reserves Fund (FGRF)
Automated Government Cash Reserves (AGCR)
See Seventh Amendment, dated 9/1/10
Schedule II
Federated Capital Reserves Fund
Federated Government Reserve Fund
Federated Municipal Trust Fund
US Treasury Cash Reserve Fund
Automated Government Cash Reserves
Government Obligations Tax Managed Fund
Sixth Amendment to the Custody Agreement
This Amendment is made as of January 13, 2010 to the Custody Agreement (the “Agreement”) dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, October 23, 2009, and November 13, 2009 between the Funds listed on Schedule II attached hereto (each a "Fund") and The Bank of New York Mellon (the "Custodian").
WHEREAS, each Fund and the Custodian wish to modify the provisions of the Agreement as set forth below;
NOW THEREFORE, each the Fund and the Custodian agree to the following amendment.
Each Exhibit A (“Schedule II to the Agreement”), Exhibit B (“Joint Trading Account Agreement Schedule I”), and Exhibit D (“Fee Schedule for Non-Money Market Funds”) is updated to include the following new Fund:
Federated Enhanced Treasury Income Fund
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of the day and year first written above.
On behalf of each of the Funds indicated on Schedule II attached hereto
By: /s/ Richard A. Novak
By: Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Peter D. Holland
By: Peter D. Holland
Title: Managing Director
See Seventh Amendment, dated 9/1/10
Amended and Restated
Custody Agreement
Schedule II
Federated Stock Trust
Federated Market Opportunity Fund
Federated California Municipal Income Fund
Federated North Carolina Municipal Income Fund
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Municipal Securities Fund
Intermediate Municipal Trust Fund
Michigan Intermediate Municipal Trust Fund
Federated Municipal High Yield Advantaged Fund
Federated Enhanced Treasury Income Fund
Federated Capital Reserve Fund
Federated Government Reserves Fund
Federated Municipal Trust Fund
US Treasury Cash Reserves Fund
Automated Government Cash Reserves
Government Obligations Tax Managed Fund
Seventh Amendment to the Custody Agreement
This Amendment is made as of September 1, 2010 to the Custody Agreement (the “Agreement”) dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, October 23, 2009, November 13, 2009 and January 13, 2010, between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto (each a "Fund") and The Bank of New York Mellon (the "Custodian").
WHEREAS, each Fund and the Custodian wish to modify the provisions of the Agreement as set forth below;
NOW THEREFORE, each Fund and the Custodian agree to the following amendment.
1. The funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto:
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of the day and year first written above.
On behalf of each of the Funds indicated on Exhibit A attached hereto
By: /s/ Richard A. Novak
By: Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Peter D. Holland
By: Peter D. Holland
Title: Managing Director
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
A. Non-Money Market Funds
Federated Enhanced Treasury Income Fund
Federated Global Equity Fund
Federated Global Macro Bond Fund
Federated Intermediate Municipal Trust
Federated Market Opportunity Fund
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
B. Money Market Funds
Federated Automated Government Cash Reserves
Federated Capital Reserves Fund
Federated Government Obligations Tax Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
FUNDS
Federated Enhanced Treasury Income Fund
Federated Global Equity Fund
Federated Global Macro Bond Fund
Federated Intermediate Municipal Trust
Federated Market Opportunity Fund
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Municipal High Yield Advantage Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
EIGHTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each stand alone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, October 23, 2009, November 13, 2009, January 13, 2010 and September 1, 2010, between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian.
WHEREAS, each Fund is registered as a management investment company, or a series thereof, under the Investment Company Act of 1940, as amended; and
WHEREAS, the Funds and the Custodian desire to amend the Agreement subject to the terms and conditions set forth herein.
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:
1. Article IX of the Agreement is hereby deleted in its entirety and replaced with the following language:
1. The Agreement shall become effective on March 1, 2011 and shall remain in full force and effect for a period of four (4) years (the “Initial Term”) and shall automatically continue in full force and effect after such Initial Term unless either party terminates this Agreement by written notice to the other party at least six (6) months prior to the expiration of the Initial Term. Additionally, if the Custodian (or any of its affiliates) engages in (i) any act or omission which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, which upon notice the Custodian has not cured within 5 business days or (ii) any act or omission which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement, then each Fund shall have the right to immediately terminate this Agreement.
In the event such notice is given by the Fund, it shall be accompanied by a copy of a resolution of the board of the Fund, certified by the Secretary or any Assistant Secretary, electing to terminate this Agreement and designating a successor Custodian or Custodians, each of which shall be a bank or trust company having not less than $2,000,000 aggregate capital, surplus and undivided profits.
In the event such notice is given by Custodian, the Fund shall, on or before the termination date, deliver to Custodian a copy of a resolution of the board of the Fund, certified by the Secretary or any Assistant Secretary, designating a successor Custodian or Custodians. In the absence of such designation by the Fund, Custodian may designate a successor Custodian which shall be a bank or trust company having not less than $2,000,000 aggregate capital, surplus and undivided profits. Upon the date set forth in such notice this Agreement shall terminate, and Custodian shall upon receipt of a notice of acceptance by the successor Custodian on that date deliver directly to the successor Custodian all Securities and money then owned by the Fund and held by it as Custodian, after deducting any fees, expenses and other accounts for the payment or reimbursement of which it shall then be entitled.
2. If a successor Custodian is not designated by the Fund or Custodian in accordance with the preceding Section, the Fund shall upon the date specified in the notice of termination of this Agreement and upon the delivery by Custodian of all Securities (other than Securities which cannot be delivered to the Fund) and money then owned by the Fund be deemed to be its own Custodian and Custodian shall thereby be relieved of all duties and responsibilities pursuant to this Agreement, other than the duty with respect to Securities which cannot be delivered to the Fund to hold such Securities hereunder in accordance with this Agreement.
2. The Agreement shall remain in full force and effect as amended by this Amendment.
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IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of March 1, 2011.
Each of the registered investment companies or series
thereof listed on Schedule II to the Custody
Agreement, as amended from time to time
By: /s/ Richard A. Novak
Name: Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Andrew Pfeifer
Title: Vice President
NINTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each stand alone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, October 23, 2009, November 13, 2009, January 13, 2010, September 1, 2010, and March 1, 2011, between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to add Funds to Schedule II, effective March 25, 2011; and
WHEREAS, the Funds and the Custodian desire to amend the Agreement subject to the terms and conditions set forth herein.
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:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of March 25, 2011.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Richard A. Novak
Name: Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Andrew Pfeifer
Title: Vice President
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
A. Non-Money Market Funds
Federated Enhanced Treasury Income Fund
Federated Global Equity Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated Emerging Market Debt Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated Market Opportunity Fund
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
Federated Unconstrained Bond Fund
B. Money Market Funds
Federated Automated Government Cash Reserves
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
FUNDS
Federated Enhanced Treasury Income Fund
Federated Global Equity Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated Emerging Market Debt Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated Market Opportunity Fund
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
Federated Unconstrained Bond Fund
TENTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT (“Amendment”) TO THE CUSTODY AGREEMENT dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, October 23, 2009, November 13, 2009, January 13, 2010, September 1, 2010, March 1, 2011 and March 25, 2011 (the “Agreement”), by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time (each stand alone registered investment company and each Series a “Fund” and collectively the “Funds”), and The Bank of New York Mellon (the “Custodian”).
WHEREAS, each Fund is registered as a management investment company, or certain services thereof, under the Investment Company Act of 1940, as amended; and
WHEREAS, the Funds and the Custodian desire to amend the Agreement subject to the terms and conditions set forth herein.
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:
1. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
2. The following article shall be added to the Agreement as a new Article XI “CUSTODY OF LOAN DOCUMENT FILES AND RELATED SERVICES”:
1. As used in this Article XI, the following terms shall have the meanings set forth below:
“Loan Document File” shall mean a hard copy file delivered to and received by Custodian hereunder.
“Loan Documents” shall mean all documents and instruments relating to any Loans (as hereinafter defined), including, without limitation, loan or credit agreements, assignment and acceptance agreements, promissory notes, participation agreements, deeds, mortgages and security agreements contained in a Loan Document File.
“Loans” shall mean the bank loans or loan commitments held in the Fund.
“Servicer” shall mean the agent appointed by the applicable Fund to service the Loans, which initially shall be the Custodian, provided that the parties have entered into a separate loan servicing agreement (the “Loan Servicing Agreement”).
2. It is understood and agreed that unless Custodian and the Fund enter into a duly executed Loan Servicing Agreement, all references to the Servicer hereunder shall refer to a person or entity other than Custodian. Upon execution of such Loan Servicing Agreement, all such references shall be to Custodian.
3. The Servicer, as agent for the Fund, shall be solely responsible for the servicing of all Loans. All payments by or on behalf of borrowers under the Loans received by Custodian shall be credited to the Account.
4. It is understood and agreed that Custodian shall have no responsibility for maintaining any records of account activity relating to each Loan, including without limitation, all amortization schedules, records of transfer, pay-off, assignment, participation, sale, modification, termination or other changes in the Loans, except as provided for in the Loan Servicing Agreement between the Funds and Custodian dated March 25, 2011.
5. Upon origination, modification or other change in any Loan, the Fund shall promptly deliver or cause to be delivered to Custodian all relevant Loan Documents. It is understood and agreed that Custodian will accept any file purporting to be a Loan Document File for custody hereunder “as is” and without any examination. Any duty Custodian may have to review or inspect any Loan Documents or to determine the contents of Loan Document Files shall only be pursuant to the terms and conditions of the Loan Servicing Agreement. No such duties or obligations shall be imposed on Custodian under the Agreement. Under no circumstances will Custodian be required to issue a trust receipt (or similar instrument) with respect to the Loan Document Files or their contents. Account statements will only reflect an inventory of the Loan Document Files that Custodian holds in custody hereunder without any representation as to the contents thereof.
6. No director, officer, employee or agent of the Fund shall have physical access to the Loan Document Files or be authorized or permitted to withdraw any Loan Documents nor shall Custodian deliver any Loan Documents to any such person, unless such access or withdrawal has been duly authorized by a resolution of the board of directors of the Fund. All such access shall be by two or more persons jointly, at least one of whom is an officer of the Fund.
3. All Loan Documents and Loan Document Files in the possession of the Custodian are and shall remain the property of the Fund.
4. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. This Amendment shall become effective as of the date hereof upon execution by the parties hereto. From and after the execution hereof, any reference to the Agreement shall be a reference to the Agreement as amended hereby. In the event of any conflict between the terms of this Amendment and the terms of the Agreement, the terms of the Amendment shall control. Except as amended hereby, the Agreement shall remain in full force and effect and is hereby ratified and confirmed by the parties thereto.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of March 25, 2011.
Each of the registered investment companies or series
thereof listed on Schedule II to the Agreement
By: /s/ Richard A. Novak
Name: Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Mary Jean Milner
Title: Vice President
LOAN SERVICING ANNEX AND SUPPLEMENT
TO THE CUSTODY AGREEMENT
This Loan Servicing Annex and Supplement (the “Loan Servicing Agreement”) a part of the Custody Agreement dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, October 23, 2009, November 13, 2009, January 13, 2010, September 1, 2010, March 1, 2011, and March 25, 2011 (the “Custody Agreement”), between the registered investment companies listed on Schedule II to the Custody Agreement, as may be amended from time to time (each stand alone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”). Capitalized terms used but not defined shall have the meanings ascribed to them in the Custody Agreement.
WHEREAS, the Funds and the Custodian desire to supplement the Custody Agreement to provide for the servicing of loans held as assets of the Funds, subject to the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the premises and the agreements, covenants and representations herein contained, the parties hereto agree as follows:
1. The Services. Custodian shall provide to the Funds the services described in Exhibit A attached hereto (which services are hereinafter referred to as the “Services”). The Funds shall, promptly after the date hereof, deliver or cause to be delivered to Custodian copies of all documents and information listed on Schedule II to this Loan Servicing Agreement relating to the loans or loan commitments (the “Loans”) being serviced for the loan portfolio(s) described on Exhibit A-1 (the “Portfolio(s)”).
2. Service Fees. In consideration of the performance of the Services by Custodian, each Fund shall pay Custodian in accordance with the fee arrangements set forth on Schedule I to this Loan Servicing Agreement (the “Service Fees”). Except for such sums as are payable upon the execution hereof, if any, Custodian shall send an invoice for the Service Fees to the applicable Fund within thirty (30) days after the end of each calendar quarter during the term hereof and such invoice shall be payable upon receipt.
3. Delegation. Custodian is hereby authorized to assign its rights and delegate its duties hereunder to a BNY Affiliate, whenever and on such terms and conditions as it deems necessary or appropriate to perform its services hereunder, without any further notice to the Funds. The Funds agree to be bound by all actions taken by such BNY Affiliate pursuant to the preceding sentence to the same extent as if they were taken by Custodian, it being understood and agreed that no such assignment or delegation shall discharge Custodian from its obligations hereunder. Accordingly, Custodian is fully responsible to the Funds for the acts or omissions of such BNY Affiliate under the Agreement to the same extent that Custodian would be liable for such acts or omissions had Custodian not delegated such services to such BNY Affiliate. If so advised by Custodian, the Funds shall provide Instructions or other information directly to such BNY Affiliate rather than to Custodian.
4. Notice of Default. Custodian shall not be deemed to have knowledge or notice of the occurrence of any default or event of default under the Loans unless Custodian has received notice from a Fund referring to this Loan Servicing Agreement, describing such default or event of default and stating that such notice is a “notice of default.” Such notice will be delivered in a manner permitted under the Custody Agreement. Custodian shall take such action with respect to such default or event of default as shall be reasonably directed by such Fund; provided that unless and until Custodian shall have received such directions, Custodian may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such default or event of default as it shall deem advisable in the best interests of such Fund.
5. Non-Reliance by the Funds. The Funds expressly acknowledge that neither Custodian nor any of its officers, directors, employees, agents, attorneys, attorneys-in-fact or affiliates have made any representations or warranties pursuant to this Loan Servicing Agreement and that no act by Custodian hereafter taken, including, without limitation, any review of the affairs of any borrower or any affiliate of any borrower, shall be deemed to constitute any representation or warranty by Custodian with respect to the Loans. The Funds represent to Custodian that they have, independently and without reliance upon Custodian, and based on such documents and information as they shall deem appropriate at the time, made their own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of any borrower and its affiliates and made their own decisions to make and/or purchase the Loans. The Funds also represent that they will, independently and without reliance upon Custodian, and based on such documents and information as they shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action with respect to the Loans, and to make such investigation as they deem necessary to inform them as to the business, operations, property, financial and other condition and creditworthiness of any borrower. Except for notices, reports and other documents expressly required to be furnished to the Funds by the Custodian, Custodian shall not have any duty or responsibility to provide the Funds with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any borrower that may come into the possession of the Custodian or any of its officers, directors, employees, agents, attorneys, attorneys-in-fact or affiliates.
6. Advances. Custodian shall not be obligated to make any advances or make any payments to any party out of its own funds and no provision of this Loan Servicing Agreement or any other document executed in connection herewith shall require Custodian to expend or risk its own funds in the performance of any of its duties hereunder.
7. Event of Default by Custodian. The following shall constitute a “Custodian Event of Default” hereunder:
The commencement of a case or other proceeding seeking liquidation, reorganization or other similar relief with respect to Custodian or its debts under any bankruptcy, insolvency or similar law or seeking the appointment of a receiver, trustee, liquidator, conservator, administrator, custodian or other similar official for Custodian or Custodian’s property and such decree or order shall have remained in force undischarged or unstayed for a period of thirty (30) days.
8. Event of Default by a Fund. The following shall constitute a “Fund Event of Default” hereunder:
The commencement of a case or other proceeding seeking liquidation, reorganization or other similar relief with respect to a Fund or its debts under any bankruptcy, insolvency or similar law or seeking the appointment of a receiver, trustee, liquidator, conservator, administrator, custodian or other similar official for such Fund or such Fund’s property and such decree or order shall have remained in force undischarged or unstayed for a period of thirty (30) days.
9. Remedies.
(a) If a Custodian Event of Default shall occur, the Funds may terminate this Loan Servicing Agreement immediately upon the delivery of written notice to Custodian, and shall, subject to the limitations contained in the Custody Agreement, be entitled to any and all other rights and remedies under law or in equity.
(b) If a Fund Event of Default shall occur, Custodian may terminate this Loan Servicing Agreement and resign immediately upon the delivery of written notice to the Funds, and shall, subject to the limitations contained in the Custody Agreement, be entitled to any and all other rights and remedies under law or in equity.
10. Termination for No Cause. Either Custodian or the Funds may terminate: (a) this Loan Servicing Agreement in its entirety or (b) the Services as to any particular portfolio of loans or as to a loan or loans without terminating this Loan Servicing Agreement in its entirety, for any or no reason upon the providing of ninety (90) days’ advance written notice to the other parties.
11. NOTICE REQUIRED BY THE USA PATRIOT ACT. Each Fund hereby acknowledges that Custodian is subject to federal laws, including the Customer Identification Program (CIP) requirements under the USA PATRIOT Act and its implementing regulations, pursuant to which Custodian must obtain, verify and record information that allows Custodian to identify its customers. Accordingly Custodian will ask the Funds to provide certain information including, but not limited to, the name of each Fund, physical address, tax identification number and other information that will help Custodian to identify and verify each Fund’s identity such as organizational documents, ownership, certificate of good standing, license to do business, or other pertinent identifying information.
12. Custody Agreement. The parties understand and agree that this Loan Servicing Agreement shall be subject to the term and conditions of the Custody Agreement. In the event of any inconsistency between the terms and conditions of the Custody Agreement and the Loan Servicing Agreement, the terms and conditions of the Loan Servicing Agreement shall govern.
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IN WITNESS WHEREOF, the parties have caused this Loan Servicing Agreement to be executed by their respective officers, thereunto duly authorized, as of March 25, 2011.
THE BANK OF NEW YORK MELLON |
Each of the registered investment companies or series thereof listed on Schedule II to the Custody Agreement |
By: /s/ Mary Jean Milner | By: /s/ Richard A. Novak |
Name: Mary Jean Milner | Name: Richard A. Novak |
Title: Vice President | Title: Treasurer |
EXHIBIT A
Schedule of Services
1. | With respect to the Loans to be serviced hereunder, the parties agree that Custodian shall perform the following services for each Fund whose Portfolio(s) are identified in Exhibit A-1 (the “Services”): |
(a) | Set-Up / File Maintenance. |
(i) | Custodian shall accept from the Fund or its designee, the relevant information pertaining to the Loans, and thereafter maintain paper or electronic copies of same in Custodian’s system, including as available or appropriate, copies of all new assignment and acceptance agreements, participation agreements, funding memoranda, current loan or credit agreements. Copies of such information shall be retained by Custodian for the period(s) required by the Investment Company Act of 1940, as amended, and the rules thereunder. |
(ii) | Enter into the Custodian’s loan tracking system, and maintain a loan database containing information provided to the Custodian from time to time by the Fund or agent banks for the Loans with respect to (i) the obligor name for each Loan, (ii) the principal and interest payments made or to be made on the Loans, (iii) the applicable interest rate, interest rate resets and interest accrual periods of each Loan, (iv) the principal balance of each Loan and (v) the funded and commitment balances of, and commitment fees for, each Loan (“Loan Information”). |
(iii) | Notwithstanding the foregoing, Custodian as servicer for the Loans, shall not be obligated to accept nor be responsible for holding or safekeeping originals of any securities, promissory notes, certificates of equity or debt ownership or obligations, deeds, mortgages, bonds, security agreements, any other type of negotiable instrument, or any other document related to the Loans. |
(iv) | Additionally, the parties agree that, whereas it is necessary hereunder for Custodian to expeditiously obtain and process information, including notices, derived from third-parties, including agents for the Loans, (particularly in connection with providing any reports to the Fund), Custodian shall be entitled to rely upon such third-party information and shall not be required to verify or authenticate in any manner such information. Custodian will be deemed to have acted reasonably in accepting, using and transmitting such information, as contemplated herein. |
(b) Assignments / Pay-Offs / Terminations.
(i) | Custodian shall further maintain records of information it receives regarding the transfer, pay-off, assignment, participation, sale, modification, termination or other changes in the Loans, and reflect such changes in its system, and in the Reports. |
(c) Inquiries/ Record Keeping.
(i) | Custodian shall maintain electronic records of material notices it receives from the administrative agents of the Loans regarding the Loans and transactions with respect to the Loans for a period of seven years from receipt. |
(ii) | Custodian will provide initial response to e-mail or telephone inquiries by the Fund about the Loan within 2 Business Days. |
EXHIBIT A-1
List of Portfolios
Federated Emerging Market Debt Fund
Schedule I
Fee Schedule
Custodian agrees to waive its Service Fees for Services provided to the Federated Emerging Market Debt Fund for the servicing of the following Loan:
Cooperativa dos Agricultores da Regiao de Orlandia (CAROL BL) – Term Loan, 4.050%, 9/28/2011
Asset ID: 1439999D4
Par: 600,000
Schedule II
For each Loan purchased by the Portfolio acquired after the execution of this Loan Servicing Agreement:
1. | Assignment and Acceptance Agreement or Participation Agreement |
2. | Funding Memorandum |
3. | Credit Agreement, if necessary |
4. | Amendments to the Credit Agreement, if any |
5. | Current Amortization Schedule for each Loan, if any |
ELEVENTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each stand alone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, October 23, 2009, November 13, 2009, January 13, 2010, September 1, 2010, March 1, 2011, March 25, 2011 and August 1, 2012, between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to amend the names of certain Funds to Schedule II, effective August 1, 2012; and
WHEREAS, the Funds and the Custodian desire to amend the Agreement subject to the terms and conditions set forth herein.
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:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of August 1, 2012.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Richard A. Novak
Name: Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Mary Jean Milner
Title: Vice President
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised 8/1/12
A. Non-Money Market Funds
Federated Enhanced Treasury Income Fund
Federated Global Equity Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated Emerging Market Debt Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated Prudent Absolute Return Fund (formerly, Federated Market Opportunity Fund)
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
Federated Unconstrained Bond Fund
B. Money Market Funds
Federated Automated Government Cash Reserves
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
FUNDS
Federated Enhanced Treasury Income Fund
Federated Global Equity Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated Emerging Market Debt Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated Prudent Absolute Return Fund (formerly, Federated Market Opportunity Fund)
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
Federated Unconstrained Bond Fund
TWELFTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each stand alone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, October 23, 2009, November 13, 2009, January 13, 2010, September 1, 2010, March 1, 2011, March 25, 2011, August 1, 2012 and December 31, 2012, between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to amend the names of certain Funds to Schedule II, effective December 31, 2012; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of December 31, 2012.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Richard A. Novak
Name: Richard A. Novak
Title: Treasurer
THE BANK OF NEW YORK MELLON
By:
Title:
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised 12/31/12
A. Non-Money Market Funds
Federated Enhanced Treasury Income Fund
Federated Global Equity Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated Emerging Market Debt Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated Absolute Return Fund (formerly, Federated Prudent Absolute Return Fund)
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
Federated Unconstrained Bond Fund
B. Money Market Funds
Federated Automated Government Cash Reserves
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised 12/31/12
FUNDS
Federated Enhanced Treasury Income Fund
Federated Global Equity Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated Emerging Market Debt Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated Absolute Return Fund (formerly, Federated Prudent Absolute Return Fund)
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
Federated Unconstrained Bond Fund
Execution Copy
THIRTEENTH AMENDMENT
TO CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each stand alone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”):
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, October 23, 2009, November 13, 2009, January 13, 2010 September 1, 2010, March 1, 2011 and through two separate amendments each on March 25, 2011, between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto (each a “Fund”) and The Bank of New York Mellon (the “Custodian”).
WHEREAS, each Fund is registered as a management investment company, or a series thereof, under the Investment Company Act of 1940, as amended; and
WHEREAS, the Funds and the Custodian desire to amend the Agreement subject to the terms and conditions set forth herein.
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:
1. Article V of the Agreement is hereby supplemented to include Section 3. As follows:
3. Notwithstanding the foregoing, Custodian will not charge the Fund any overdraft fees, penalties, or related custody charges in connection with any transaction or series of related transactions for which Custodian did not provide Fund with notice, as soon as reasonably practicable under the circumstances, of any refusal to accept or provide a price for an Actionable Trade Request as such term is defined in the FX Standing Instructions Session Range Program Description dated December 18, 2012.
2. The Agreement shall remain in full force and effect as amended by this Amendment.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of September 24, 2013.
Each of the registered investment companies or series thereof listed on Schedule II to the Custody Agreement, as amended from time to time
By: /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Name: Armando Fernandez
Title: Vice President
Managing Director
FOURTEENTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each stand alone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, October 23, 2009, November 13, 2009, January 13, 2010, September 1, 2010, March 1, 2011, two separate amendments dated March 25, 2011, August 1, 2012, December 31, 2012, September 24, 2013 and April 28, 2014, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to amend the names of certain Funds to Schedule II, effective April 28, 2014; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of April 28, 2014.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Lori A. Hensler
Name: Lori Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Title: Vice President/Managing Director
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised 4/28/14
A. Non-Money Market Funds
Federated Enhanced Treasury Income Fund
Federated Emerging Markets Equity Fund (formerly, Federated Global Equity Fund)
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated Emerging Market Debt Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated Absolute Return Fund
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
Federated Unconstrained Bond Fund
B. Money Market Funds
Federated Automated Government Cash Reserves
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised 4/28/14
FUNDS
Federated Enhanced Treasury Income Fund
Federated Emerging Markets Equity Fund (formerly, Federated Global Equity Fund)
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated Emerging Market Debt Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated Absolute Return Fund
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
Federated Unconstrained Bond Fund
FIFTEENTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each stand alone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, October 23, 2009, November 13, 2009, January 13, 2010, September 1, 2010, March 1, 2011, two separate amendments dated March 25, 2011, August 1, 2012, December 31, 2012, September 24, 2013, April 28, 2014, and December 1, 2014 and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to add certain Funds to the Schedules; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of December 1, 2014.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: Lori A. Hensler
Name: Lori Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Title: Vice President/Managing Director
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised 12/1/14
A. Non-Money Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated Enhanced Treasury Income Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
Federated Unconstrained Bond Fund
B. Money Market Funds
Federated Automated Government Cash Reserves
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised 12/1/14
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated Enhanced Treasury Income Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
Federated Unconstrained Bond Fund
Sixteenth Amendment to the Custody Agreement
This Sixteenth Amendment to the Custody Agreement, is made on May 14, 2015 with certain varying effective dates with respect to certain entities as set forth herein (this “Amendment”), by and between the registered investment companies listed on Schedule II to the Agreement (as defined below), as may be amended from time to time (each stand-alone registered investment company and each Series a “Fund” and collectively the “Funds”), and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the parties have entered into that certain Custody Agreement, dated June 7, 2005 (as amended fourteen times previously, supplemented and/or restated, the “Agreement”), by and between the Funds and the Custodian;
WHEREAS, the parties previously amended the Agreement to add or modify (1) the section entitled “Earnings Credit Arrangement” in the Fee Schedule for Non-Money Market Funds attached to the Agreement as Exhibit D thereto (“Exhibit D”) and (2) the section entitled “Compensating Balance Arrangement” in the Fee Schedule for Money Market Funds attached to the Agreement as Exhibit E thereto (“Exhibit E”);
WHEREAS, each of the Funds and the Custodian wish to confirm that the “Earnings Credit Arrangement” section in Exhibit D as set forth in Schedule 1 to this Amendment continues to apply to all Non-Money Market Funds to which it currently applies, except as specified below;
WHEREAS, each of the Funds and the Custodian also wish to modify the “Earnings Credit Arrangement” section in Exhibit D as set forth in Schedule 2 to this Amendment with respect to the Non-Money Market Funds identified below and in Schedule 2 to this Amendment; and
WHEREAS, each of the Funds and the Custodian also wish to modify the “Compensating Balance Arrangement” section in Exhibit E as set forth in Schedule 3, Schedule 4 and Schedule 5 to this Amendment with respect to the Money Market Funds identified below and in Schedule 3, Schedule 4 and Schedule 5 to this Amendment.
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:
1. Amendment to Exhibit D. The parties hereby confirm and agree that the “Earnings Credit Arrangement” section in Exhibit D set forth in Schedule 1 to this Amendment continues to apply to all Non-Money Market Funds to which it currently applies, except that, effective from and after April 1, 2014, with respect to Federated Short-Intermediate Duration Municipal Trust and Federated Municipal Ultrashort Fund, such section in Exhibit D will be deleted in its entirety and replaced with the “Compensating Balance Arrangement” section set forth in Schedule 2 to this Amendment.
2. Amendment to Exhibit E. The parties hereby confirm and agree that the “Compensating Balance Arrangement” section in Exhibit E shall be amended as follows:
(a) Effective from and after April 1, 2014, with respect to Federated Capital Reserves Fund and Federated Government Reserves Fund, such section in Exhibit E will be deleted in its entirety and replaced with the “Hard Dollar Compensation Arrangement” section set forth in Schedule 3 to this Amendment;
(b) Effective from and after April 1, 2014, with respect to Federated Municipal Trust, such section in Exhibit E will be deleted in its entirety and replaced with the “Compensating Balance Arrangement” section set forth in Schedule 4 to this Amendment;
(c) Effective from and after June 1, 2014, with respect to US Treasury Cash Reserves, Automated Government Cash Reserves, and Government Obligations Tax Managed Fund, such section in Exhibit E will be deleted in its entirety and replaced with the “Compensating Balance Arrangement” section set forth in Schedule 5 to this Amendment.
3. Miscellaneous. This Amendment constitutes the complete understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior communications with respect thereto. The Agreement, as amended hereby, shall remain in full force and effect. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but such counterparts shall, together, constitute only one instrument. The facsimile signature of any party to this Amendment shall constitute the valid and binding execution hereof by such party. This Amendment shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof.
[Signature Page Follows]
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of the day and year first written above.
THE BANK OF NEW YORK MELLON | EACH OF THE REGISTERED INVESTMENT COMPANIES OR SERIES THEREOF LISTED ON SCHEDULE II TO THE AGREEMENT |
By: /s/ Armando Fernandez | By: /s/ Lori A. Hensler |
Name: Armando Fernandez |
Name: Lori A. Hensler |
Title: Vice President/Managing Director |
Title: Treasurer for the Funds |
SCHEDULE 1
[ ]
SCHEDULE 2
“COMPENSATING BALANCE ARRANGEMENT” SECTION IN EXHIBIT D
AS APPLICABLE TO FEDERATED SHORT-INTERMEDIATE DURATION MUNICIPAL TRUST AND FEDERATED MUNICIPAL ULTRASHORT FUND
Compensating Balance Arrangement
Each Fund and The Bank of New York Mellon (the “Bank”) have entered into an average compensating balance arrangement, which would allow a Fund to compensate the Bank for any overdrafts by maintaining a positive cash balance and conversely, on any day a Fund maintains a positive balance, the respective Fund will be permitted to overdraw the account as compensation, within the Maximum Daily Balance limits as established for each Fund as listed below.
In each instance, Federal Reserve requirements for minimum balances (currently 10%), will be assessed. Therefore, all overdrafts must be compensated at 100% of the total and all positive balances will allow for an overdraft of up to 90% of the total (unless the positive balance is the result of an error on the part of the Bank, in which case the positive balance would be assessed at 100%). The Funds shall maintain the average compensating balance over quarterly periods (ending March, June, September, and December). Average balances will be computed at the end of the quarter. Net negative balances will be charged at the Fed Funds rate plus 1% on the last day of the period. Quarterly net charges will be applied to the safekeeping fees. Credit is not given for net positive balances.
Maximum Daily Balance (“MDB”) limits have been determined for each Fund. On days where a Fund exceeds its MDB, interest will be charged on 100% of the excess overdraft balance at the Fed Funds rate plus 1%, based on the day(s) the MDB was exceeded.
Maximum Daily Balance +/- $25 million
Federated Short-Intermediate Duration Municipal Trust
Federated Municipal Ultrashort Fund
SCHEDULE 3
“HARD DOLLAR COMPENSATION ARRANGEMENT” SECTION IN EXHIBIT E
AS APPLICABLE TO Federated
Capital Reserves Fund and
Federated Government Reserves Fund
Hard Dollar Compensation Arrangement
Each Fund and The Bank of New York Mellon (the “Bank”) have entered into a hard dollar compensation arrangement with respect to overdrafts as follows: (1) 100% of overdrawn balances with respect to a particular Fund will be charged at a rate of 50 basis points over the Fed Funds rate; (2) Monthly, such charge with respect to a particular Fund will be applied to such Fund’s safekeeping fees; and (3) Positive balances with respect to a Fund earn zero compensation.
SCHEDULE 4
“COMPENSATING BALANCE ARRANGEMENT” SECTION IN EXHIBIT E
AS APPLICABLE TO FEDERATED MUNICIPAL TRUST
Compensating Balance Arrangement
The Fund and The Bank of New York Mellon (the “Bank”) have entered into an average compensating balance arrangement, which would allow the Fund to compensate the Bank for any overdrafts by maintaining a positive cash balance and conversely, on any day the Fund maintains a positive balance, the Fund will be permitted to overdraw the account as compensation, within the Maximum Daily Balance limits as established for the Fund as listed below.
In each instance, Federal Reserve requirements for minimum balances (currently 10%), will be assessed. Therefore, all overdrafts must be compensated at 100% of the total and all positive balances will allow for an overdraft of up to 90% of the total (unless the positive balance is the result of an error on the part of the Bank, in which case the positive balance would be assessed at 100%). The Fund shall maintain the average compensating balance over quarterly periods (ending March, June, September, and December). Average balances will be computed at the end of the quarter. Net negative balances will be charged at the Fed Funds rate plus 1% on the last day of the period. Quarterly net charges will be applied to the safekeeping fees. Credit is not given for net positive balances.
Maximum Daily Balance (“MDB”) limits have been determined for the Fund. On days where the Fund exceeds its MDB, interest will be charged on 100% of the excess overdraft balance at the Fed Funds rate plus 1%, based on the day(s) the MDB was exceeded.
Maximum Daily Balance +/- $25 million
Federated Municipal Trust
SCHEDULE 5
“COMPENSATING BALANCE ARRANGEMENT” SECTION IN EXHIBIT E
AS APPLICABLE TO US TREASURY CASH RESERVES, AUTOMATED GOVERNMENT CASH RESERVES, AND GOVERNMENT OBLIGATIONS TAX MANAGED FUND
Compensating Balance Arrangement
Each Fund and The Bank of New York Mellon (the “Bank”) have entered into an average compensating balance arrangement, which would allow a Fund to compensate the Bank for any overdrafts by maintaining a positive cash balance and conversely, on any day a Fund maintains a positive balance, the respective Fund will be permitted to overdraw the account as compensation, within the Maximum Daily Balance limits as established for each Fund as listed below.
In each instance, Federal Reserve requirements for minimum balances (currently 10%), will be assessed. Therefore, all overdrafts must be compensated at 100% of the total and all positive balances will allow for an overdraft of up to 90% of the total (unless the positive balance is the result of an error on the part on the Bank, in which case the positive balance would be assessed at 100%). The Funds shall maintain the average compensating balance over quarterly periods (ending February, May, August, and November). Average balances will be computed at the end of the quarter. Net negative balances will be charged at the Fed Funds rate plus 1% on the last day of the period. Quarterly net charges will be applied to the safekeeping fees. Credit is not given for net positive balances.
Maximum Daily Balance (“MDB”) limits have been determined for each Fund. On days where a Fund exceeds its MDB, interest will be charged on 100% of the excess overdraft balance at the Fed Funds rate plus 1%, based on the day(s) the MDB was exceeded.
Maximum Daily Balance +/- $150 million
Federated U.S. Treasury Cash Reserves
Maximum Daily Balance +/- $100 million
Federated Government Obligations Tax Managed Fund
Maximum Daily Balance +/- $25 million
Federated Automated Government Cash Reserves
SEVENTEENTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each stand alone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to add certain Funds to the Schedules; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of June 26, 2015.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Lori A. Hensler
Name: Lori Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Title: Vice President, Managing Director
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised 6/26/15
A. Non-Money Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated Enhanced Treasury Income Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
Federated Unconstrained Bond Fund
B. Money Market Funds
Federated Automated Government Cash Reserves
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised 6/26/15
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated Enhanced Treasury Income Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated International Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Stock Trust
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
Eighteenth Amendment to the Custody Agreement
This Eighteenth Amendment to the Custody Agreement, is effective as of May 1, 2016 (this “Amendment”), by and between the registered investment companies listed on Schedule II to the Agreement (as defined below), as may be amended from time to time (each stand-alone registered investment company and each Series a “Fund” and collectively the “Funds”), and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the parties have entered into that certain Custody Agreement, dated June 7, 2005 (as amended seventeen times previously, supplemented and/or restated, the “Agreement”), by and between the Funds and the Custodian;
WHEREAS, the parties have previously amended the Agreement with respect to various overdraft and compensating balance arrangements set forth in the Fee Schedule for Non-Money Market Funds attached to the Agreement as Exhibit D thereto (“Exhibit D”) and the Fee Schedule for Money Market Funds attached to the Agreement as Exhibit E thereto (“Exhibit E”), including to add or modify various “Earnings Credit Arrangements,” “Compensating Balance Arrangements” and “Hard Dollar Compensation Arrangements”; and
WHEREAS, each of the Funds and the Custodian wish to amend the overdraft and compensating balance arrangements between each of the Funds and the Custodian, including as set forth in the “Earnings Credit Arrangements,” “Compensating Balance Arrangements” and “Hard Dollar Compensation Arrangements” set forth in Exhibit D and Exhibit E, as set forth below.
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:
4. Amendment. The parties hereby confirm and agree that the overdraft and compensating balance arrangements between each of the Funds and the Custodian, including as set forth in the “Earnings Credit Arrangements,” “Compensating Balance Arrangements” and “Hard Dollar Compensation Arrangements” set forth in Exhibit D and Exhibit E, are hereby amended and restated to provide as follows:
Each Fund and the Custodian have entered into the following arrangement, which is applicable separately with respect to each separate Fund:
(1) | On a daily basis, 100% of overdrawn balances with respect to the Fund will be charged at a rate of 175 basis points over the daily effective Fed Funds rate, such charges to be applied to the Fund’s safekeeping fees on a monthly basis. |
(2) | On a daily basis, 90% of positive end of day balances with respect to the Fund will earn a credit at a rate of the greater of 0 or the daily effective Fed Funds rate less 50 basis points, such credits to be applied to the Fund’s safekeeping fees on a monthly basis. |
(3) | On a monthly basis, the net resultant charge or credit will be applied to the Fund’s safekeeping fees. Net credits that exceed the monthly safekeeping fees may be carried over into the next billing period at the discretion of the Custodian. |
(4) | The Funds will not be responsible for overdrafts resulting from errors or corrections by the Custodian in the reporting of available cash balances for which the Custodian is responsible under the Agreement. |
5. Miscellaneous. This Amendment constitutes the complete understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior communications with respect thereto. The Agreement, as amended hereby, shall remain in full force and effect. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but such counterparts shall, together, constitute only one instrument. The facsimile signature of any party to this Amendment shall constitute the valid and binding execution hereof by such party. This Amendment shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof.
[Signature Page Follows]
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of the day and year first written above.
THE BANK OF NEW YORK MELLON EACH OF THE REGISTERED INVESTMENT COMPANIES OR SERIES THEREOF LISTED ON SCHEDULE II TO THE AGREEMENT
By: _/s/ Armando Fernandez_____________ By: __/s/ Lori A. Hensler______
Title: Vice President, Managing Director Title: Treasurer for the Funds
NINETEENTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to amend the names to certain Funds and add certain Funds to the Schedules; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of December 1, 2016.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Lori Hensler
Name: Lori Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Name: Armando Fernandez
Title: Vice-President, Managing Director
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised 12/1/16
A. Non-Money Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund (formerly Federated International Bond Fund)
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large-Cap Value Fund (formerly Federated MDT Stock Trust)
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
B. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised 12/1/16
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund (formerly Federated International Bond Fund)
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large-Cap Value Fund (formerly Federated MDT Stock Trust)
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Securities Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
TWENTIETH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to amend the names of certain Funds, to add certain Funds to, and to remove certain Funds from Schedules; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of August 1, 2017.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Name: Armando Fernandez
Title: Vice-President, Managing Director
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised 8/1/17
A. Non-Money Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large-Cap Value Fund
Federated MDT Large Cap Value Fund*
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
B. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
*a portfolio of Federated MDT Equity Trust to be effective August 31, 2017
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised 8/1/17
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated InterContinental Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large-Cap Value Fund
Federated MDT Large Cap Value Fund*
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Prudent DollarBear Fund
Federated Short-Intermediate Duration Municipal Trust
*a portfolio of Federated MDT Equity Trust to be effective August 31, 2017.
TWENTY-FIRST AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to remove certain Funds from Schedules; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of October 1, 2017.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Name: Armando Fernandez
Title: Vice-President, Managing Director
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised 10/1/17
A. Non-Money Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large-Cap Value Fund
Federated MDT Large Cap Value Fund*
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
B. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
*a portfolio of Federated MDT Equity Trust became effective August 31, 2017
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised 10/1/17
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large-Cap Value Fund
Federated MDT Large Cap Value Fund*
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Intermediate Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
*a portfolio of Federated MDT Equity Trust became effective August 31, 2017.
TWENTY-SECOND AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to remove certain Funds from Schedules; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of December 1, 2017.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Name: Armando Fernandez
Title: Vice-President, Managing Director
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised 12/1/17
A. Non-Money Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated MDT Large Cap Value Fund*
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
B. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
*a portfolio of Federated MDT Equity Trust became effective August 31, 2017
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised 12/1/17
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated MDT Large Cap Value Fund*
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
*a portfolio of Federated MDT Equity Trust became effective August 31, 2017.
TWENTY-THIRD AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each stand alone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, amended November 7, 2007, September 5, 2008, September 8, 2009, October 23, 2009, November 13, 2009, January 13, 2010 September 1, 2010, March 1, 2011, two separate amendments dated March 25, 2011, August 1, 2012, December 31, 2012, September 24, 2013, April 28, 2014, December 1, 2014, May 14, 2015, June 26, 2015, May 1, 2016, December 1, 2016, August 1, 2017, October 1, 2017 and December 1, 2017 between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto (each a "Fund") and The Bank of New York Mellon (the "Custodian").
WHEREAS, each Fund is registered as a management investment company, or a series thereof, under the Investment Company Act of 1940, as amended; and
WHEREAS, the Funds and the Custodian desire to amend the Agreement subject to the terms and conditions set forth herein.
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:
1. Section 3 of Article V of the Agreement is hereby deleted in its entirety and replaced with the following language:
3. Notwithstanding the foregoing, Custodian will not charge the Fund any overdraft fees, penalties, or related custody charges in connection with any transaction or series of related transactions for which Custodian did not provide Fund with notice, as soon as reasonably practicable under the circumstances, of any refusal to accept or provide a price for an Actionable Trade Request as such term is defined in the FX Standing Instructions Session Range Program Description, dated March 25, 2016 or the FX Benchmark Pricing Program Description, dated March 25, 2016, as applicable.
2. The Agreement shall remain in full force and effect as amended by this Amendment.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of March 16, 2018.
Each of the registered investment companies or series thereof listed on Schedule II to the Custody Agreement, as amended from time to time.
By: /s/ Lori A. Hensler
Name: Lori Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: _/s/ Armando Fernandez
Name: Armando Fernandez
Title: Managing Director
AMENDMENT TO TERMS OF
FOREIGN EXCHANGE BENCHMARK PRICING PROGRAM
AND
FOREIGN EXCHANGE STANDING INSTRUCTION SESSION RANGE PROGRAM
FX PROGRAM SELECTION FORM
Federated Investment Management Company (“Federated”) has received the FX Standing Instructions Session Range Program Description, dated March 25, 2016 (as amended from time to time, the “Session Range Program Description”), and the FX Standing Instructions Benchmark Pricing Program Description, dated March 25, 2016 (as amended from time to time, the “Benchmark Program Description” and collectively with the Session Range Program Description, the “Documents”).
Capitalized Terms not otherwise defined herein shall bear the meanings given to them in the Session Range Program Description or Benchmark Program Description, as applicable.
The parties agree that the terms of the Documents are amended as described herein:
We are requiring you to apply Netting across different Customers. We have specified the exact legal names associated with each account in Exhibit B and provided that we have elected to apply Netting across different Customers, the following Indemnity shall apply:
Indemnity
The accounts listed in Exhibit B do not belong to the same Customer, they belong to various Customers. In consideration of making Netting available across the accounts of various Customers and enabling the FX trading activity of one Customer to benefit another Customer, we agree to indemnify and hold BNY Mellon and any affiliate of BNY Mellon harmless from and against any claim, loss, liability, damage, cost or expense of any nature whatsoever (including reasonable attorneys’ fees and expenses as they become due), arising out of or related to any claim of breach of any Law in connection with the Netting across the accounts of various Customers. "Law" means any law, rule or regulation, including without limitation the Investment Company Act of 1940, Employee Retirement Income Securities Act of 1974, each as amended, or any successor federal statute.
BNY Mellon: Ed McGann
BNY Mellon Asset Servicing
101 Barclay St., 3rd Floor
New York, NY 10286
Tel 212-815-5493
Edward.mcgann@bnymellon.com
Federated: Lori Hensler
Federated Investment Management Company
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Tel 412-288-1277
lhensler@federatedinv.com
Tim Trebilcock
Federated Investment Management Company
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Tel 412-288-2954
ttrebilcock@federatedinv.com
11. | This agreement will be governed by and construed in accordance with the law of the State of New York (without reference to choice of law doctrine). Each party hereby waives the right to trial by jury in any action or proceeding instituted with respect to this agreement. |
[Remainder of this page is intentionally left blank.]
Accepted and Agreed: | ||
Federated Investment Management Company | The Bank of New York Mellon | |
By: /s/ John B. Fisher
|
By: /s/ Edward G. McGann | |
Name: John B. Fisher | Name: Edward G. McGann | |
Title: President | Title: Managing Director | |
Date: April 26, 2018 | Date: April 24, 2018 |
EXHIBIT A
FX Program Selection Form
Version Date: 17th July, 2014
1.
2.
* Max size is 35 alphanumeric characters
3.
* Please note that the Questionnaire contains dropdown menus
4.
We hereby confirm, that the information provided in this Questionnaire is correct, and that any future amendments must be notified to BNY Mellon in writing.
FX Program Selection Form - For Asset Owner to complete
***** Please fully complete the Questionnaire, then sign and return (including the original excel file) to FXPricingProgramElections@bnymellon.com*****
FX Program Selection Form - For Asset Owner to complete | |
We understand that The Bank of New York Mellon (“BNY Mellon”) offers two standard pricing options for custody related Foreign Exchange (FX): (1) the Session Range Program; and (2) the Defined Spread Program. There is an additional alternative pricing option called FX Benchmark Pricing which applies to developed market currencies only as defined in its latest Program Description.
We understand that if we do not specifically select the Defined Spread Program or the FX Benchmark Pricing option, or fail to execute an FX Program Election Form, any custody related foreign exchange instructions we send will be priced either in accordance with another arrangement to which we and BNY Mellon have agreed or if no such agreement has occured, such instructions will be priced in accordance with BNY Mellon's then-applicable default program for handling such instructions. Currently, Session Range is the default program for handling such instructions.
If we have any questions concerning BNY Mellon’s FX pricing options, we shall contact our Relationship Manager. We are instructing BNY Mellon to price FX transactions involving the currency pairs as specified below (please select one of the following): For FX transactions involving two Developed Market currencies: |
|
Developed Market currencies mean each of the following (ISO Codes): AUD, CAD, CHF, CZK, DKK, EUR, GBP, HKD, HUF, ILS, JPY, MXN, NOK, NZD, PLN, RON, SEK, SGD, TRY, USD , ZAR. | |
Please select the service offering to apply to custody related FX | FX Benchmark Pricing |
https://workbench.bnymellon.com/reference/wb_reference.jsp#mfep |
Fixing Time 4:00 PM EST (20L – London Close) |
We, the undersigned Customer, have received the latest version of the FX Benchmark Pricing Program Description available at the above web link. We are directly dealing with you, BNY Mellon, on our own behalf and/or have appointed one or more investment advisers or investment managers (a “Manager”) as our agents to deal with you, as we have notified you in writing from time to time. We on our own behalf agree that each Customer identified as part of this set up form will engage in FX Transactions with you under the FX Benchmark Pricing Program (as described in the Program Description), for those trade requests identified in the Program Description. We understand that in addition to this form, we (if applicable) may have to sign other administrative forms to participate in the service. |
|
For FX transactions involving one or more Emerging Market currencies: |
|
Emerging Market currencies mean any other currency that is not a Developed Market currency. | |
Please select the service offering to apply to custody related FX | Session Range (Default) |
We, the undersigned Customer, have received the latest version of the Session Range Program Description available at the above web link. We are directly dealing with you, BNY Mellon, on our own behalf and/or have appointed one or more investment advisers or investment managers (a “Manager”) as our agents to deal with you, as we have notified you in writing from time to time. We on our own behalf agree that each Customer identified as part of this set up form will engage in FX Transactions with you under the Session Range Pricing Program (as described in the Program Description), for those trade requests identified in the Program Description. We understand that in addition to this form, we (if applicable) may have to sign other administrative forms to participate in the service. |
|
Federated Investment Management Company
By: /s/ John B. Fisher |
|
Please complete the Account List tab. |
Title: Date: |
FX Program Election
FX Program Selection Form - Account List - For Asset Owner to complete
We understand that BNY Mellon offers Price Netting (as defined in the relevant program description) to foreign exchange transactions ("FX Transactions") at the legal entity level (across accounts of the same legal entity) provided that we direct BNY Mellon as to which accounts belong to the respective legal entity (which can be provided below). Without such direction, Price Netting will default to the account level.
Please select the netting option to be applied to the FX Program group (Choose drop-down option) |
Across Accounts of the Same Legal Entity |
If we apply "Netting Across Accounts of Different (but related) Legal Entities", then the following indemnity shall apply:
Indemnity
The accounts listed in the account list do not belong to the same Customer, they belong to various Customers. In consideration of making Netting available across the accounts of various Customers and enabling the FX trading activity of one Customer to benefit another Customer, we agree to indemnify and hold BNY Mellon and any affiliate harmless from and against any claim, loss, liability, damage, cost or expense of any nature whatsoever (including reasonable attorneys’ fees and expenses as they become due), arising out of or related to any claim of breach of any Law in connection with the Netting across the accounts of various Customers. "Law" means any law, rule or regulation.
Account List
EXHIBIT B
List of Customers
Account Name | Account Number | Legal Entity Name | |
157877 | FARF | FEDERATED ABSOLUTE RETURN FUND | |
557219 | FEMDF | FEDERATED EMERGING MARKET DEBT FUND | |
385540 | FGSVF | FEDERATED GLOBAL STRATEGIC VALUE DIVIDEND FUND | |
557217 | FGTRB | FEDERATED GLOBAL TOTAL RETURN BOND FUND | |
557218 | FIBSP | FEDERATED INTERNATIONAL BOND STRATEGY PORTFOLIO | |
557242 | FIDSP | FEDERATED INTERNATIONAL DIVIDEND STRATEGY PORTFOLIO | |
557220 | FILF | FEDERATED INTERNATIONAL LEADERS FUND | |
|
|||
By:/s/ John B. Fisher | |||
Name: John B. Fisher | |||
Title: President | |||
Date: April 26, 2018 | |||
TWENTY-FOURTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to remove certain Funds from Schedules; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of April 1, 2018.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Deborah M. Molini
Name: Deborah M. Molini
Title: Assistant Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Name: Armando Fernandez
Title: Vice-President, Managing Director
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised April 1, 2018
A. Non-Money Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
B. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated Municipal Trust
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised April 1, 2018
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated New York Municipal Income Fund
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
TWENTY-FIFTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to add certain Funds and remove certain Funds to the Schedules; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of September 1, 2018.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Assistant Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Name: Armando Fernandez
Title: Vice-President, Managing Director
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised September 1, 2018
A. Non-Money Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes SDG Engagement Equity Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
B. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised September 1, 2018
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes SDG Engagement Equity Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
TWENTY-SIXTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to add certain Funds to the Schedules; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of December 1, 2018.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By /s/ Deborah M. Molini
Name: Deborah M. Molini
Title: Assistant Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ Armando Fernandez
Name: Armando Fernandez
Title: Vice-President, Managing Director
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised December 1, 2018
A. Non-Money Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
B. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised December 1, 2018
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
TWENTY-SEVENTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to add certain Funds to the Schedules; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of March 1, 2019.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By /s/ Deborah M. Molini
Name: Deborah M. Molini
Title: Assistant Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ James Farrell
Name: James Farrell
Title: Vice-President
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised March 1, 2019
A. Non-Money Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
B. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised March 1, 2019
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
Federated MDT Large Cap Value Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
TWENTY-EIGHTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to add certain Funds to the Schedules; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of April 1, 2019.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By:/s/ Deborah M. Molini
Name: Deborah M. Molini
Title: Assistant Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ James Farrell
Name: James Farrell
Title: Vice-President
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised April 1, 2019
A. Non-Money Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
*Federated Max-Cap Index Fund
Federated MDT Large Cap Value Fund
*Federated Mid-Cap Index Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
*Federated Strategic Value Dividend Fund
B. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
*The effective date of the Amendment is April 1, 2019, except that with respect to such Funds, it is acknowledged that BNYM may be required to establish procedures in its trade settlement system with respect to trades executed between March 28 and March 29, 2019 that may settle between April 1 and April 2, 2019. Only with respect to these Funds and these very limited services, will the parties agree to abide by the terms of the Agreement prior to April 1, 2019.
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised April 1, 2019
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
*Federated Max-Cap Index Fund
Federated MDT Large Cap Value Fund
*Federated Mid-Cap Index Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
*Federated Strategic Value Dividend Fund
TWENTY-NINTH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to add certain Funds to the Schedules; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of June 1, 2019.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: Deborah M. Molini
Name: Deborah M. Molini
Title: Assistant Treasurer
THE BANK OF NEW YORK MELLON
By: James Farrell
Name: James Farrell
Title: Vice-President
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised June 1, 2019
A. Non-Money Market Funds
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Equity Fund
Federated International Growth Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
*Federated Max-Cap Index Fund
Federated MDT Large Cap Value Fund
*Federated Mid-Cap Index Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
*Federated Strategic Value Dividend Fund
B. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised June 1, 2019
FUNDS
Federated Absolute Return Fund
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Equity Fund
Federated International Growth Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
*Federated Max-Cap Index Fund
Federated MDT Large Cap Value Fund
*Federated Mid-Cap Index Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
*Federated Strategic Value Dividend Fund
THIRTIETH AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to remove certain Funds and add certain other funds to the Schedules;
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:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of September 1, 2019.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Deborah M. Molini
Name: Deborah M. Molini
Title: Assistant Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ James Farrell
Name: James Farrell
Title: Vice-President
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised September 1, 2019
A. Non-Money Market Funds
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes SDG Engagement High Yield Credit Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Equity Fund
Federated International Growth Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
*Federated Max-Cap Index Fund
Federated MDT Large Cap Value Fund
*Federated Mid-Cap Index Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
*Federated Strategic Value Dividend Fund
B. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised September 1, 2019
FUNDS
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes SDG Engagement High Yield Credit Fund
Federated Hermes Unconstrained Credit Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Equity Fund
Federated International Growth Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
*Federated Max-Cap Index Fund
Federated MDT Large Cap Value Fund
*Federated Mid-Cap Index Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
*Federated Strategic Value Dividend Fund
THIRTY-FIRSTAMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to add certain Funds and add certain other funds to the Schedules;
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:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of March 1, 2020.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Deborah Molini Kraus
Name: Deborah Molini Kraus
Title: Assistant Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ James Farrell
Name: James Farrell
Title: Vice-President
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised March 1, 2020
A. Non-Money Market Funds
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes SDG Engagement High Yield Credit Fund
Federated Hermes Unconstrained Credit Fund
Federated Hermes US SMID Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Equity Fund
Federated International Growth Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
*Federated Max-Cap Index Fund
Federated MDT Large Cap Value Fund
*Federated Mid-Cap Index Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
*Federated Strategic Value Dividend Fund
B. Money Market Funds
Federated Capital Reserves Fund
Federated Government Obligations Tax-Managed Fund
Federated Government Reserves Fund
Federated U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised March 1, 2020
FUNDS
Federated Emerging Market Debt Fund
Federated Emerging Markets Equity Fund
Federated Intermediate Municipal Trust
Federated Global Strategic Value Dividend Fund
Federated Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes SDG Engagement High Yield Credit Fund
Federated Hermes Unconstrained Credit Fund
Federated Hermes US SMID Fund
Federated International Bond Strategy Portfolio
Federated International Dividend Strategy Portfolio
Federated International Equity Fund
Federated International Growth Fund
Federated International Leaders Fund
Federated International Small-Mid Company Fund
Federated International Strategic Value Dividend Fund
*Federated Max-Cap Index Fund
Federated MDT Large Cap Value Fund
*Federated Mid-Cap Index Fund
Federated Michigan Intermediate Municipal Trust
Federated Muni and Stock Advantage Fund
Federated Municipal High Yield Advantage Fund
Federated Municipal Ultrashort Fund
Federated Municipal Bond Fund, Inc.
Federated Ohio Municipal Income Fund
Federated Pennsylvania Municipal Income Fund
Federated Premier Municipal Income Fund
Federated Short-Intermediate Duration Municipal Trust
*Federated Strategic Value Dividend Fund
THIRTY-SECOND AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to add Hermes to certain fund names change and change the names on other funds to the Schedules;
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:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of June 29, 2020.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
THE BANK OF NEW YORK MELLON
By: /s/ James Farrell
Name: James Farrell
Title: Vice-President
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised June 29, 2020
A. Non-Money Market Funds
Federated Hermes Emerging Market Debt Fund
Federated Hermes Emerging Markets Equity Fund
Federated Hermes Intermediate Municipal Fund
Federated Hermes Global Strategic Value Dividend Fund
Federated Hermes Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Developed Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes SDG Engagement High Yield Credit Fund
Federated Hermes Unconstrained Credit Fund
Federated Hermes US SMID Fund
Federated Hermes International Bond Strategy Portfolio
Federated Hermes International Dividend Strategy Portfolio
Federated Hermes International Equity Fund
Federated Hermes International Growth Fund
Federated Hermes International Leaders Fund
Federated Hermes International Small-Mid Company Fund
Federated Hermes International Strategic Value Dividend Fund
Federated Hermes Max-Cap Index Fund
Federated Hermes MDT Large Cap Value Fund
Federated Hermes Mid-Cap Index Fund
Federated Hermes Michigan Intermediate Municipal Fund
Federated Hermes Muni and Stock Advantage Fund
Federated Hermes Municipal High Yield Advantage Fund
Federated Hermes Municipal Ultrashort Fund
Federated Hermes Municipal Bond Fund, Inc.
Federated Hermes Ohio Municipal Income Fund
Federated Hermes Pennsylvania Municipal Income Fund
Federated Hermes Premier Municipal Income Fund
Federated Hermes Short-Intermediate Duration Municipal Fund
Federated Hermes Strategic Value Dividend Fund
B. Money Market Funds
Federated Hermes Capital Reserves Fund
Federated Hermes Government Obligations Tax-Managed Fund
Federated Hermes Government Reserves Fund
Federated Hermes U.S. Treasury Cash Reserves
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised June 29, 2020
FUNDS
Federated Hermes Emerging Market Debt Fund
Federated Hermes Emerging Markets Equity Fund
Federated Hermes Intermediate Municipal Fund
Federated Hermes Global Strategic Value Dividend Fund
Federated Hermes Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Developed Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes SDG Engagement High Yield Credit Fund
Federated Hermes Unconstrained Credit Fund
Federated Hermes US SMID Fund
Federated Hermes International Bond Strategy Portfolio
Federated Hermes International Dividend Strategy Portfolio
Federated Hermes International Equity Fund
Federated Hermes International Growth Fund
Federated Hermes International Leaders Fund
Federated Hermes International Small-Mid Company Fund
Federated Hermes International Strategic Value Dividend Fund
Federated Hermes Max-Cap Index Fund
Federated Hermes MDT Large Cap Value Fund
Federated Hermes Mid-Cap Index Fund
Federated Hermes Michigan Intermediate Municipal Fund
Federated Hermes Muni and Stock Advantage Fund
Federated Hermes Municipal High Yield Advantage Fund
Federated Hermes Municipal Ultrashort Fund
Federated Hermes Municipal Bond Fund, Inc.
Federated Hermes Ohio Municipal Income Fund
Federated Hermes Pennsylvania Municipal Income Fund
Federated Hermes Premier Municipal Income Fund
Federated Hermes Short-Intermediate Duration Municipal Fund
Federated Hermes Strategic Value Dividend Fund
THIRTY-THIRD AMENDMENT TO
CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (“Amendment”) is by and between the registered investment companies listed on Schedule II to the Agreement, as may be amended from time to time, (each standalone registered investment company and each Series a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Funds and the Custodian are parties to that certain Custody Agreement (the “Agreement”) dated June 7, 2005, as amended, and between the Funds listed on Schedule II of the Agreement, as amended and restated by Exhibit A attached hereto and the Custodian;
WHEREAS, each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Funds and the Custodian desire to remove funds from the Schedules;
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:
1. The Funds listed in Schedule II to the Agreement, Schedule I of the Joint Trading Account Agreement, and Schedule I of the Foreign Custody Manager Agreement are amended and restated to include the funds listed on Exhibit A attached hereto.
2. Within the Non-Money Market Fund Fee Schedule, the section entitled “Funds” following the section entitled “Earnings Credit Arrangement” is replaced in its entirety with the section entitled “Funds” attached hereto as Exhibit B.
3. The Agreement shall remain in full force and effect as amended by this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of December 1, 2020.
Each of the registered investment companies or series
thereof listed on Exhibit A attached hereto
By: ____________________________________
Name: Ronald J. Ecoff
Title: Assistant Treasurer
THE BANK OF NEW YORK MELLON
By: ___________________________________
Name: James Farrell
Title: Vice-President
Exhibit A
Schedule II of the Custody Agreement;
Schedule I of the Joint Trading Account Agreement;
Schedule I of the Foreign Custody Manager Agreement
Revised December 1, 2020
A. Non-Money Market Funds
Federated Hermes Emerging Market Debt Fund
Federated Hermes Emerging Markets Equity Fund
Federated Hermes Intermediate Municipal Fund
Federated Hermes Strategic Value Dividend Fund *
Federated Hermes Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Developed Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes SDG Engagement High Yield Credit Fund
Federated Hermes Unconstrained Credit Fund
Federated Hermes US SMID Fund
Federated Hermes International Bond Strategy Portfolio
Federated Hermes International Dividend Strategy Portfolio
Federated Hermes International Equity Fund
Federated Hermes International Growth Fund
Federated Hermes International Leaders Fund
Federated Hermes International Small-Mid Company Fund
Federated Hermes International Strategic Value Dividend Fund
Federated Hermes Max-Cap Index Fund
Federated Hermes MDT Large Cap Value Fund
Federated Hermes Mid-Cap Index Fund
Federated Hermes Michigan Intermediate Municipal Fund
Federated Hermes Muni and Stock Advantage Fund
Federated Hermes Municipal High Yield Advantage Fund
Federated Hermes Municipal Ultrashort Fund
Federated Hermes Municipal Bond Fund, Inc.
Federated Hermes Ohio Municipal Income Fund
Federated Hermes Pennsylvania Municipal Income Fund
Federated Hermes Premier Municipal Income Fund
Federated Hermes Short-Intermediate Duration Municipal Fund
Federated Hermes Strategic Value Dividend Fund
B. Money Market Funds
Federated Hermes Capital Reserves Fund
Federated Hermes Government Obligations Tax-Managed Fund
Federated Hermes Government Reserves Fund
Federated Hermes U.S. Treasury Cash Reserves
* Will liquidate on or about January 22, 2021.
Exhibit B
Amended and Restated
Section entitled “Funds”
of the Non-Money Market Fund Fee Schedule
(Exhibit D to Amendment dated November 8, 2007)
Revised December 1, 2020
FUNDS
Federated Hermes Emerging Market Debt Fund
Federated Hermes Emerging Markets Equity Fund
Federated Hermes Intermediate Municipal Fund
Federated Hermes Global Strategic Value Dividend Fund*
Federated Hermes Global Total Return Bond Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes Global Equity Fund
Federated Hermes Global Small Cap Fund
Federated Hermes International Developed Equity Fund
Federated Hermes SDG Engagement Equity Fund
Federated Hermes SDG Engagement High Yield Credit Fund
Federated Hermes Unconstrained Credit Fund
Federated Hermes US SMID Fund
Federated Hermes International Bond Strategy Portfolio
Federated Hermes International Dividend Strategy Portfolio
Federated Hermes International Equity Fund
Federated Hermes International Growth Fund
Federated Hermes International Leaders Fund
Federated Hermes International Small-Mid Company Fund
Federated Hermes International Strategic Value Dividend Fund
Federated Hermes Max-Cap Index Fund
Federated Hermes MDT Large Cap Value Fund
Federated Hermes Mid-Cap Index Fund
Federated Hermes Michigan Intermediate Municipal Fund
Federated Hermes Muni and Stock Advantage Fund
Federated Hermes Municipal High Yield Advantage Fund
Federated Hermes Municipal Ultrashort Fund
Federated Hermes Municipal Bond Fund, Inc.
Federated Hermes Ohio Municipal Income Fund
Federated Hermes Pennsylvania Municipal Income Fund
Federated Hermes Premier Municipal Income Fund
Federated Hermes Short-Intermediate Duration Municipal Fund
Federated Hermes Strategic Value Dividend Fund
* Will liquidate on or about January 22, 2021.
1 Fee is expressed in basis points (b.p.) per annum where 1b.p. equals one hundredth of one percent (i.e. 0.01%) and is calculated based upon month-end market value, unless stated otherwise.
2 A transaction is defined as a receipt or deliver-versus-payment, a free receive or deliver, maturities, or security transaction related to corporate events.
3 Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge (surcharge schedule available upon request). NOTE: For all other markets listed above, surcharges may apply if a security is held outside of the local market.
4 This fee will be applicable for assets held on The Bank of New York Mellon’s custody or accounting systems but not held in custody within The Bank of New York Mellon’s network of subcustodian banks and agents.
1 Fee is expressed in basis points (b.p.) per annum where 1b.p. equals one hundredth of one percent (i.e. 0.01%) and is calculated based upon month-end market value, unless stated otherwise.
2 A transaction is defined as a receipt or deliver-versus-payment, a free receive or deliver, maturities, or security transaction related to corporate events.
3 Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge (surcharge schedule available upon request). NOTE: For all other markets listed above, surcharges may apply if a security is held outside of the local market.
4 This fee will be applicable for assets held on The Bank of New York Mellon’s custody or accounting systems but not held in custody within The Bank of New York Mellon’s network of subcustodian banks and agents
5 A transaction is defined as a receipt or deliver-versus-payment, a free receive or deliver, maturities, or security transaction related to corporate events.
6 Fee is expressed in basis points (b.p.) per annum where 1b.p. equals one hundredth of one percent (i.e. 0.01%) and is calculated based upon month-end market value, unless stated otherwise.
7 Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge (surcharge schedule available upon request). NOTE: For all other markets listed above, surcharges may apply if a security is held outside of the local market.
8 This fee will be applicable for assets held on The Bank of New York Mellon’s custody or accounting systems but not held in custody within The Bank of New York Mellon’s network of subcustodian banks and agents.
Exhibit 28 (h)(1)(a) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SERVICES AGREEMENT
THIS AGREEMENT, dated and effective as of January 1, 2004 (this “Agreement”) between FEDERATED INVESTMENT MANAGEMENT COMPANY, a Delaware statutory trust (the “Adviser”), and FEDERATED ADVISORY SERVICES COMPANY, a Delaware statutory trust (“FASC”),
WITNESSETH:
WHEREAS, the Adviser serves pursuant to advisory or subadvisory agreements (“Advisory Agreements”) as investment advisor or subadvisor to investment companies registered under the Investment Company Act of 1940 (the “1940 Act”) and/or separate accounts not required to be so registered (collectively, “Accounts”); and
WHEREAS, the Adviser desires to engage FASC to provide certain services to Adviser in connection with the services to be provided by the Adviser under the Advisory Agreements;
NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:
1. Services. FASC agrees to provide to the Adviser the services indicated in Exhibit A to this Agreement (the “Services”).
2. Fees. For its Services under this Agreement, Adviser agrees to pay FASC the Services Fees calculated and payable in accordance with Exhibit B to this Agreement.
3. Records. FASC shall create and maintain all necessary books and records in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act and the rules thereunder, as the same may be amended from time to time, pertaining to the Services performed by it and not otherwise created and maintained by another party. Where applicable, such records shall be maintained by FASC for the periods and in the places required by Rule 31a-2 under the 1940 Act. The books and records pertaining to any Account which are in the possession of FAS shall be the property of such Account. The Account, or its owners or authorized representatives, shall have access to such books and records at all times during FASC's normal business hours. Upon reasonable request, copies of any such books and records shall be provided promptly by FASC to the Account or the Account's owners or authorized representatives.
4. Limitation of Liability and Indemnification.
(a) FASC shall not be responsible for any error of judgment or mistake of law or for any loss suffered by the Advisor or any Account in connection with the matters to which this Agreement relates, except a loss resulting from willful malfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.
(b) The Adviser shall indemnify FASC and shall hold FASC harmless from and against any liability to any Account or to any other person which may incurred by or asserted against FASC for any action taken or omitted by it in performing the Services in accordance with the above standards, and any expenses (including the reasonable fees and expenses of its counsel) which may be incurred by FASC in investigating or defending itself against the assertion of any such liability. FASC shall give prompt notice to the Adviser of the assertion of any claim or liability which is reasonably likely to result in a claim for indemnification under this Section; provided that the failure to give such notice, or any delay in giving such notice, shall not lessen the obligation of the Adviser to indemnify FASC except to the extent it results in actual prejudice. The Adviser shall have the option, by notice to FASC, to assume the defense of any claim which may be the subject of indemnification hereunder. In the event such notice is given, the Adviser shall assume the defense of the claim, and FASC shall cooperate with the Adviser in such defense, subject to the obligation of the Adviser to reimburse FASC for the expenses resulting therefrom. In the event Adviser gives notice that it will assume the defense of any claim, the Adviser shall not be obligated to indemnify FASC for any further legal or other expenses incurred in investigating or defending such claim, except those incurred at the request of the Adviser or its counsel. FASC shall in no event compromise or settle any claim for which it may seek indemnification hereunder, except with the prior written consent of the Adviser or unless the Adviser fails, within 30 days after notice of the terms of such settlement, to notify FASC that it has assumed the defense of such claim and will indemnify FASC for any liability resulting therefrom.
(c) The Adviser and FASC are each hereby expressly put on notice of the limitation of liability set forth in the Declaration of Trust of the other party. Each party agrees that the obligations of the other party pursuant to this Agreement shall be limited solely to such party and its assets, and neither party shall seek satisfaction of any such obligation from the shareholders, trustees, officers, employees or agents of the other party, or any of them.
5. Duration and Termination.
(a) Subject to the remaining provisions of this Section, the term of this Agreement shall begin on the effective date first above written and shall continue until terminated by mutual agreement of the parties hereto or by either party on not less than 60 days’ written notice to the other party hereto.
(b) Notwithstanding the foregoing, to the extent that the Services to be provided with respect to any Account which is registered as an investment company under the 1940 Act (herein referred to as a “registered investment company”) are services referred to in the definition of “investment advisor” under Section 202(a)(11) of the Investment Company Act of 1940 (herein referred to as “investment advisory services”), then with respect to such Account, this Agreement:
(i) shall not commence until the effective date of its approval by the board of directors or trustees (“Board”) of such Account;
(ii) shall continue from year to year thereafter, subject to the provisions for termination and all other terms and conditions hereof, only if such continuation shall be specifically approved at least annually by a majority of the Board, including a majority of the members of the Board who are not parties to this Agreement or interested persons of any such party (other than as members of the Board) cast in person at a meeting called for that purpose;
(iii) may be terminated at any time without the payment of any penalty by the Board or by a vote of a majority of the outstanding voting securities (as defined in Section 2(a)(42) of the 1940 Act) of the Account on 60 days’ written notice to the Adviser;
(iv) shall automatically terminate in the event of (A) its assignment (as defined in the 1940 Act) or (B) termination of the Advisory Agreement for any reason whatsoever.
6. Amendment. This Agreement may be amended at any time by mutual written agreement of the parties hereto; provided, however, that no Amendment to this Agreement shall be effective with respect to any investment advisory services to be provided to any Account which is registered investment company unless, to the extent required by Section 15(a)(2) of the 1940 Act, such amendment has been approved both by the vote of a majority of the Board of the Account, including a majority of the members of the Board who are not parties to this Agreement or interested persons of any such party (other than as members of the Board), cast in person at a meeting called for that purpose and, where required by Section 15(a)(2) of the 1940 Act, on behalf of the Account by a majority of the outstanding voting securities of such Account as defined in Section 2(a)(42) of the 1940 Act.
7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
8. Section Headings; Counterparts. The underlined Section headings in this Agreement are for convenience of reference only and shall not affect its construction or interpretation. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto, through their duly authorized officers, have executed this Agreement as of the effective date first above written.
FEDERATED INVESTMENT MANAGEMENT COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President |
FEDERATED ADVISORY SERVICES COMPANY By: /s/ Keith M. Schappert Name: Keith M. Schappert Title: President |
EXHIBIT A
DESCRIPTION OF SERVICES
The following are the categories of Services to be provided by FASC to the Adviser pursuant to the Agreement:
1. | Performance attribution. Performance attribution enables portfolio managers and senior management to identify the specific drivers behind each portfolio’s performance. Performance attribution analysts are responsible for data integrity, creation of attribution reports and maintenance of attribution models. |
2. | Administration and Risk Management. Employees of Federated Advisory Services Company provide support to portfolio managers and other employees of affiliated advisers. Such services may include development of risk management programs, production of portfolio and compliance reports for clients and/or fund Boards, completion of required broker and custody documentation, development and documentation of operational procedures, coordination of proxy voting activities, on-site support of hardware and software, etc. |
Categories 1 and 2 above shall not be treated as “investment advisory services” for purposes of Section 5(b) of the Agreement.
EXHIBIT B
CALCULATION AND PAYMENT OF SERVICES FEES
For each Category of Services referenced in Exhibit A, Adviser shall pay FASC a Services Fee, payable monthly in arrears, determined according to the following formula:
Services Fee | = | Cost of Services | x |
Adviser’s Assets under Management
Total Assets Under Management |
x | (1 + Applicable Margin) |
Where:
“Cost of Services” is FASC’s total Operating Costs incurred in providing the applicable Category of Services during the month to all investment advisers for which FASC provides that Category of Services.
“Adviser’s Assets under Management” is the total average assets under management for the month for all Accounts or portions thereof for which the Adviser acts as investment adviser or subadvisor and which utilize the Category of Services.
“Total Assets under Management” is the total average assets under management for the month for all Accounts or portions thereof for which all investment advisers (including the Adviser) to which FASC provides that Category of Services act as investment adviser or subadviser and which utilize the Category of Services.
“Applicable Margin” is 0.10.
“Operating Costs” means all operating expenses and non-operating expenses of FASC for the cost center(s) providing the applicable Category of Services.
AMENDMENT TO SERVICES AGREEMENT
This AMENDMENT TO SERVICES AGREEMENT, dated and effective as of March 30, 2009 (this “Amendment”), is made between FEDERATED INVESTMENT MANAGEMENT COMPANY, a Delaware statutory trust (the “Adviser”), and FEDERATED ADVISORY SERVICES COMPANY, a Delaware statutory trust (“FASC”). Capitalized terms used, but not defined, in this Amendment have the meanings given to such terms in the Services Agreement (as defined below).
RECITALS
WHEREAS, the Adviser and FASC have entered into that certain Services Agreement dated as of January 1, 2004 (as amended, the “Services Agreement”), pursuant to which FASC provides certain performance attribution, administration and risk management, equity trading and transaction settlement, fundamental analysis, and quantitative analysis services to Adviser in connection with Adviser providing investment advisory or sub-advisory services to investment companies registered under the Investment Company Act of 1940 (“1940 Act”) and/or separate accounts not required to be so registered (collectively, “Accounts”); and
WHEREAS, the Adviser and FASC desire to amend the Services indicated in Exhibit A to the Services Agreement, solely with respect to Accounts that are not investment companies registered under the 1940 Act, to provide that, as part of the administration and risk management services provided by FASC, FASC may provide certain coordination of client portfolios and related fixed income trade execution implementation and administration services to Adviser when Adviser is acting as adviser or sub-adviser with respect to such Accounts.
NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:
1. Amendment to Exhibit A to Services Agreement. Solely with respect to Accounts that are not investment companies registered under the 1940 Act, the section of Exhibit A to the Services Agreement entitled “Administration and Risk Management” shall be, and hereby is, deleted in its entirety and replaced with the following:
“2. Administration and Risk Management. Employees of Federated Advisory Services Company provide support to portfolio managers and other employees of affiliated advisers. Such services may include development of risk management programs, production of portfolio and compliance reports for clients and/or fund Boards, coordination of client portfolios and related fixed income trade execution implementation and administration, completion of required broker and custody documentation, development and documentation of operational procedures, coordination of proxy voting activities, on-site support of hardware and software, etc.”
2. Miscellaneous. This Amendment shall be effective as of the date first above written upon its execution and delivery by each of the parties hereto. The Services Agreement, as amended by this Amendment with respect to Accounts that are not investment companies registered under the 1940 Act, shall remain in full force and effect. The Services Agreement also shall remain in full force and effect without amendment with respect to Accounts that are investment companies under the 1940 Act. This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. This Amendment may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Amendment and all of which, when taken together, will be deemed to constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto, through their duly authorized officers, have executed this Amendment as of the date first above written.
FEDERATED INVESTMENT MANAGEMENT COMPANY | FEDERATED ADVISORY SERVICES COMPANY |
By: /s/ John B. Fisher | By: /s/ J. Christopher Donahue |
Name: John B. Fisher | Name: J. Christopher Donahue |
Title: President | Title: Chairman |
SECOND AMENDMENT TO SERVICES AGREEMENT
This SECOND AMENDMENT TO SERVICES AGREEMENT, dated and effective as of March 1, 2016, (this “Second Amendment”), is made between FEDERATED INVESTMENT MANAGEMENT COMPANY, a Delaware statutory trust (the “Adviser”), and FEDERATED ADVISORY SERVICES COMPANY, a Delaware statutory trust (“FASC”). Capitalized terms used, but not defined, in this Amendment have the meanings given to such terms in the Services Agreement (as defined below).
RECITALS
WHEREAS, the Adviser and FASC have entered into that certain Services Agreement dated as of January 1, 2004 (as amended, the “Services Agreement”), pursuant to which FASC provides certain performance attribution and administration and risk management services to Adviser in connection with Adviser providing investment advisory or sub-advisory services to investment companies registered under the Investment Company Act of 1940 (“1940 Act”) and/or separate accounts not required to be so registered (collectively, “Accounts”);
WHEREAS, the Adviser and FASC have entered into the Amendment to Services Agreement dated as of March 30, 2009 (the “Amendment”), pursuant to which the Services indicated in Exhibit A to the Services Agreement were amended solely with respect to Accounts that are not investment companies registered under the 1940 Act, to provide that, as part of the administration and risk management services provided by FASC, FASC may provide certain coordination of client portfolios and related fixed income trade execution implementation and administration services to Adviser when Adviser is acting as adviser or sub-adviser with respect to such Accounts; and
WHEREAS, the Adviser and FASC desire to amend the Services indicated in Exhibit A to the Services Agreement, as amended, solely with respect to Accounts for which the Adviser trades in equity securities, equity derivatives and other related equity investments as part of the investment strategy for the Account, to provide that FASC may provide equity trading and transaction settlement, fundamental analysis and quantitative analysis services to Adviser when Adviser is acting as adviser or sub-adviser with respect to such Accounts.
NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:
1. Second Amendment to Exhibit A to Services Agreement. Exhibit A to the Services Agreement shall be, and here by is, supplemented with the following:
“3. Equity Trading and Transaction Settlement. The equity trading desks execute buy and sell order based on instructions provided by affiliated advisers. The trading staff either places orders electronically or contacts brokers to place orders, find liquidity and seek price levels. Upon completion of a transaction, the transaction settlement group works with the broker and the account custodian to ensure timely and accurate exchange of securities and monies.
4. | Fundamental Analysis. The equity investment analysts provide independent research and analysis of specific companies within a sector. Typically, analysis includes review of published reports, interviews of company management, on-site observation of company operations, and the use of various financial models. In addition, analysts read trade journals, attend industry conferences, and focus on trends within the sector and industry. Based on this proprietary analysis, the analyst makes buy, sell or hold recommendations to the Adviser. |
5. | Quantitative Analysis. Quantitative analysts develop and apply financial models designed to enable equity portfolio managers and fundamental analysts to screen potential and current investments, assess relative risk and enhance performance relative to benchmarks and peers. |
To the extent that such services are to be provided with respect to any Account which is a registered investment company, Categories 3, 4 and 5 above shall be treated as “investment advisory services” for purposes of Section 5(b) of the Agreement.”
2. Miscellaneous. This Second Amendment shall be effective as of the date first above written upon its execution and delivery by each of the parties hereto. The Services Agreement, as amended by the Amendment and this Second Amendment with respect to Accounts for which the Adviser trades in equity securities, equity derivatives and other related equity investments as part of the investment strategy for the Account, shall remain in full force and effect. The Services Agreement, as amended by the Amendment, also shall remain in full force and effect without this Second Amendment with respect to Accounts for which the Adviser does not trade in equity securities, equity derivatives and other related equity investments as part of the investment strategy for the Account. This Second Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. This Second Amendment may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Second Amendment and all of which, when taken together, will be deemed to constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto, through their duly authorized officers, have executed this Second Amendment as of the date first above written.
FEDERATED INVESTMENT MANAGEMENT COMPANY | FEDERATED ADVISORY SERVICES COMPANY |
By: /s/ John B. Fisher | By: /s/ J. Christopher Donahue |
Name: John B. Fisher | Name: J. Christopher Donahue |
Title: President | Title: Chairman |
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, dated as of January 1, 2004, that FEDERATED INVESTMENT MANAGEMENT COMPANY, a statutory trust duly organized under the laws of the State of Delaware (the “Adviser”), does hereby nominate, constitute and appoint FEDERATED ADVISORY SERVICES COMPANY, a statutory trust duly organized under the laws of the State of Delaware ("FASC"), to act hereunder as the true and lawful agent and attorney-in-fact of the Adviser, acting on behalf of each of the funds or accounts for which Adviser acts as investment adviser or subadviser shown on Schedule 1 attached hereto and incorporated by reference herein (each such fund or account being hereinafter referred to as a "Fund" and collectively as the "Funds"), for the specific purpose of executing and delivering all such agreements, instruments, contracts, assignments, bond powers, stock powers, transfer instructions, receipts, waivers, consents and other documents, and performing all such acts, as Adviser, or FASC acting as agent for the Adviser pursuant to the Services Agreement dated as of January 1, 2004 between the Adviser and FASC (such agreement, as may be amended, supplemented or otherwise modified from time to time is hereinafter referred to as the “Services Agreement”), may deem necessary or reasonably desirable, related to the acquisition, disposition and/or reinvestment of the funds and assets of a Fund in accordance with Adviser's supervision of the investment, sale and reinvestment of the funds and assets of each Fund pursuant to the authority granted to the Adviser as investment adviser or subadviser of each Fund under the Adviser’s investment advisory or subadvisory contract for such Fund (such investment advisory or subadvisory contract, as may be amended, supplemented or otherwise modified from time to time is hereinafter referred to as the "Investment Advisory Contract").
The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof. However, despite the above provisions, nothing herein shall be construed as imposing a duty on FASC to act or assume responsibility for any matters referred to above or other matters even though FASC may have power or authority hereunder to do so. Nothing in this Limited Power of Attorney shall be construed (i) to be an amendment or modifications of, or supplement to, the Investment Advisory Contract, (ii) to amend, modify, limit or denigrate any duties, obligations or liabilities of the Adviser under the terms of the Investment Advisory Contract or (iii) exonerate, relieve or release the Adviser from any losses, obligations, penalties, actions, judgments and suits and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Adviser (x) under the terms of the Investment Advisory Contract or (y) at law, or in equity, for the performance of its duties as the investment adviser or subadviser of any of the Funds.
The Adviser hereby agrees to indemnify and save harmless FASC and its trustees, officers and employees (each of the foregoing an "Indemnified Party" and collectively the "Indemnified Parties") against and from any and all losses, obligations, penalties, actions, judgments and suits and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an Indemnified Party, other than as a consequence of gross negligence or willful misconduct on the part of an Indemnified Party, arising out of or in connection with this Limited Power of Attorney or any other agreement, instrument or document executed in connection with the exercise of the authority granted to FASC herein to act on behalf of the Adviser, including without limitation the reasonable costs, expenses and disbursements in connection with defending such Indemnified Party against any claim or liability related to the exercise or performance of any of FASC's powers or duties under this Limited Power of Attorney or any of the other agreements, instruments or documents executed in connection with the exercise of the authority granted to FASC herein to act on behalf of the Adviser, or the taking of any action under or in connection with any of the foregoing. The obligations of the Adviser under this paragraph shall survive the termination of this Limited Power of Attorney with respect to actions taken by FASC on behalf of the Adviser during the term of this Limited Power of Attorney.
Any person, partnership, corporation or other legal entity dealing with FASC in its capacity as attorney-in-fact hereunder for the Adviser on behalf of any Fund is hereby expressly put on notice that FASC is acting solely in the capacity as an agent of the Adviser as agent for the Fund and that any such person, partnership, corporation or other legal entity must look solely to the Fund in question for enforcement of any claim against the Fund, as FASC assumes no personal liability whatsoever for obligations of the Fund entered into by FASC in its capacity as attorney-in-fact for the Adviser.
Each person, partnership, corporation or other legal entity which deals with a Fund through FASC in its capacity as agent and attorney-in-fact of the Adviser, is hereby expressly put on notice (i) that all persons or entities dealing with the Fund must look solely to the assets of the Fund on whose behalf FASC is acting pursuant to its powers hereunder for enforcement of any claim against the Fund, as the trustees, officers and/or agents of such Fund, the shareholders of the various classes of shares of the Fund, and the other Funds of the trust or corporation of which a Fund may be a series, assume no personal liability whatsoever for obligations entered into on behalf of such Fund, and (ii) that the rights, liabilities and obligations of any one Fund are separate and distinct from those of any other Fund.
The execution of this Limited Power of Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied joint undertaking or appointment by and among any or all of the Funds. Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.
The Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior written notice from the Adviser that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser’s Investment Advisory Contract for such Fund. Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.
This Limited Power of Attorney constitutes the entire agreement between the Adviser and FASC and may be changed only by a writing signed by both of them, except that the Adviser may at any time change the list of Funds to which this Limited Power of Attorney relates by executing and delivering to FASC a later dated version of Schedule 1. This Limited Power of Attorney shall bind and benefit the respective successors and assigns of the Adviser and FASC; provided, however, that FASC shall have no power or authority hereunder to appoint a successor or substitute attorney in fact for the Adviser or any Fund.
This Limited Power of Attorney shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to principles of conflicts of laws. If any provision hereof, or any power or authority conferred upon FASC herein, would be invalid or unexercisable under applicable law, then such provision, power or authority shall be deemed modified to the extent necessary to render it valid or exercisable while most nearly preserving its original intent, and no provision hereof, or power or authority conferred upon FASC herein, shall be affected by the invalidity or the non-exercisability of another provision hereof, or of another power or authority conferred herein.
This Limited Power of Attorney may be executed in as many identical counterparts as may be convenient and by the different parties hereto on separate counterparts. This Limited Power of Attorney shall become binding on the Adviser when the Adviser shall have executed at least one counterpart and FASC shall have accepted its appointment by executing this Limited Power of Attorney. Immediately after the execution of a counterpart original of this Limited Power of Attorney and solely for the convenience of the parties hereto, the Adviser and FASC will execute sufficient counterparts so that FASC shall have a counterpart executed by it and the Adviser, and the Adviser shall have a counterpart executed by the Adviser and FASC. Each counterpart shall be deemed an original and all such taken together shall constitute but one and the same instrument, and it shall not be necessary in making proof of this Limited Power of Attorney to produce or account for more than one such counterpart.
IN WITNESS WHEREOF, the Adviser has caused this Limited Power of Attorney to be executed by its duly authorized officer as of the date first written above.
FEDERATED INVESTMENT MANAGEMENT COMPANY
By: /s/ Keith M. Schappert
Name Keith M. Schappert
Title: President
Accepted and agreed to this
January 1, 2004
FEDERATED ADVISORY SERVICES COMPANY
By: /s/ G. Andrew Bonnewell
Name: G. Andrew Bonnewell
Title: Vice President
Schedule 1
to Limited Power of Attorney
dated as of January 1, 2004
revised December 1, 2020
by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser "),
acting on behalf of each of the funds and accounts listed below, and appointing
FEDERATED ADVISORY SERVICES COMPANY
the attorney-in-fact of the Adviser
List of Funds and Accounts
Emerging Markets Core Fund
Federated Hermes Adjustable Rate Fund
Bank Loan Core Fund
Federated Hermes Corporate Bond Fund
Federated Hermes California Municipal Cash Trust
Federated Hermes Capital Reserves Fund
Federated Hermes Corporate Bond Strategy Portfolio
Federated Hermes Emerging Market Debt Fund
Federated Hermes Floating Rate Strategic Income Fund
Federated Hermes Fund for U.S. Government Securities
Federated Hermes Fund for U.S. Government Securities II
Federated Hermes Government Income Securities, Inc.
Federated Hermes Government Income Fund
Federated Hermes Government Obligations Fund
Federated Hermes Government Obligations Tax-Managed Fund
Federated Hermes Government Reserves Fund
Federated Hermes Government Ultrashort Fund
Federated Hermes Absolute Return Credit Fund
Federated Hermes SDG Engagement High Yield Credit Fund
Federated Hermes Unconstrained Credit Fund
Federated Hermes High Income Bond Fund II
Federated Hermes High Income Bond Fund, Inc.
Federated Hermes High Yield Strategy Portfolio
Federated Hermes Opportunistic High Yield Bond Fund
Federated Hermes Institutional High Yield Bond Fund
Federated Hermes Intermediate Corporate Bond Fund
Federated Hermes Intermediate Municipal Fund
Federated Hermes Global Total Return Bond Fund
Federated Hermes International Bond Strategy Portfolio
Federated Hermes Managed Volatility Fund II
Federated Hermes Michigan Intermediate Municipal Fund
Federated Hermes Conservative Microshort Fund
Federated Hermes Conservative Municipal Microshort Fund
Federated Hermes Institutional Money Market Management
Federated Mortgage Core Portfolio
Federated Hermes Select Total Return Bond Fund
Federated Hermes Mortgage Strategy Portfolio
Federated Hermes Municipal High Yield Advantage Fund
Federated Hermes Municipal Obligations Fund
Federated Hermes Municipal Ultrashort Fund
Federated Hermes New York Municipal Cash Trust
Federated Hermes Ohio Municipal Income Fund
Federated Hermes Pennsylvania Municipal Income Fund
Federated Hermes Premier Municipal Income Fund
Federated Hermes Prime Cash Obligations Fund
Federated Hermes Prime Money Fund II
Federated Hermes Institutional Prime Obligations Fund
Federated Hermes Institutional Prime Value Obligations Fund
Project and Trade Finance Core Fund
Federated Hermes Quality Bond Fund II
Federated Hermes Real Return Bond Fund
Federated Hermes Short-Intermediate Municipal Fund
Federated Hermes Short-Intermediate Total Return Bond Fund
Federated Hermes Short-Term Income Fund
Federated Hermes Strategic Income Fund
Federated Hermes Tax-Free Obligations Fund
Federated Hermes Institutional Tax-Free Cash Trust
Federated Hermes Total Return Bond Fund
Federated Hermes Total Return Government Bond Fund
Federated Trade Finance Income Fund
Federated Hermes Treasury Obligations Fund
Federated Hermes Trust for U.S. Treasury Obligations
Federated Hermes Short-Term Government Fund
Federated Hermes Short-Intermediate Government Fund
Federated Hermes U.S. Treasury Cash Reserves
Federated Hermes Ultrashort Bond Fund
Short Fixed Income Fund
AS - Federated High Yield Bond Fund
AS - Federated High Yield Portfolio
BB&T Funds Prime Money Market
Chesapeake Investors
Gartmore- Federated GVIT High Income
Great West- Maxim Federated Bond Fund
IDEX Federated Tax Exempt
ONatl - High Income Bond Portfolio
SA - Corporate Bond Portfolio
Trav - High Yield Portfolio
Exhibit 28 (h)(1)(c) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SECOND AMENDED AND RESTATED SERVICES AGREEMENT
THIS AGREEMENT, amended and restated as of December 1, 2001, is entered into between each Fund listed on Schedule 1, as may be amended from time to time, severally and not jointly, and Federated Shareholder Services Company, ("FSSC"). Unless otherwise defined herein, Section 10 sets forth the definition of capitalized terms used in this Agreement.
WHEREAS, Schedule 1 to this Agreement sets forth the classes of Shares for which the Funds will compensate persons who agree to provide services to Shareholders and assist in the maintenance of Shareholder accounts (“Services”);
WHEREAS, FSSC and certain of the Funds entered into a Shareholder Services Agreement dated March 1, 1994 and amended September 1, 1995, (the “Prior Agreement”) which provided for FSSC to enter into agreements for Services with third parties (“Third-Party Agreements”) and to utilize fees received under the Prior Agreement to compensate third parties pursuant to such Third-Party Agreements;
WHEREAS, it is contemplated that hereafter, the Funds will compensate third-parties for Services directly, and that FSSC will no longer enter into Third-Party Agreements;
WHEREAS, FSSC will continue to compensate third parties pursuant to any Third-Party Agreements and the Funds will continue to make payments to FSSC to fund those obligations; and
WHEREAS, FSSC will also receive fees for Services it provides to Shareholders under this Agreement.
NOW THEREFORE, the parties agree to amend and restate the Agreement as follows:
SECTION | 1. Agreement to Provide Services |
(a) Services. FSSC agrees to provide Services for Shareholders of the Funds that have fully-disclosed accounts in the Funds for which either (i) Federated Securities Corp. or any other affiliate of FSSC is the dealer of record; or (ii) for which the dealer of record does not provide Services (collectively, the “FSSC Accounts”). FSSC shall also provide Services or cause Services to be provided to Shareholders whose accounts are subject to Third-Party Agreements. Services shall include, but are not limited to, telephone, mail or electronic communications with Shareholders.
(b) Delivery of Disclosure Documents. Upon request by a customer that is a Shareholder of the Funds, FSSC will send a copy of the current Prospectus (and, if expressly requested, Statement of Additional Information), annual report or semi-annual report for any Fund (“Disclosure Documents”) to the customer within three (3) business days of such request.
(i) | The Funds will furnish to FSSC at the Funds’ own expense such number of copies of the then-current Disclosure Documents as FSSC requests to satisfy its obligations under this paragraph. |
(ii) | FSSC covenants to the Funds that it will not make any representations concerning any Shares other than those contained in the Disclosure Documents of the applicable Fund. |
(iii) | The parties may agree from time to time to set appropriate security procedures and to perform electronically certain of their obligations under this Agreement, including without limitation the delivery of requested Disclosure Documents. |
(c) FSSC shall not have any obligation to pay the cost of producing or delivering Disclosure Documents or any other costs incurred by the Funds in connection with the Services provided hereunder.
SECTION | 2. Service Fees Payable to FSSC |
(a) During the term of this Agreement, FSSC will be entitled to receive from each Fund as full compensation for Services rendered hereunder a fee calculated daily at an annual rate, as set forth Schedule 1 to this Agreement, of up to 0.25% of average net assets held in FSSC Accounts of each Fund. Service fees paid by the Funds are in addition to other fees paid by the Funds such as those paid pursuant to an Agreement for Fund Accounting Services, Administrative Services, Transfer Agency Services and Custody Services Procurement and fees paid pursuant to each Fund’s Distributor’s Contract.
(b) For so long as any Third-Party Agreement remains in effect, FSSC shall be entitled to receive fees from the Funds calculated daily at an annual rate, as set forth in Schedule 1 to this Agreement, of up to 0.25% on the average net assets held in accounts of each Fund for which Services are provided by such third-parties which amount shall be paid by FSSC in accordance with such Third-Party Agreements.
(c) The Funds shall pay service fees to FSSC in accordance with their regular payment schedules. For the payment period in which this Agreement becomes effective or terminates with respect to any Fund, there shall be an appropriate proration of the fee on the basis of the number of days that this Agreement is in effect with respect to such Fund during the period.
SECTION | 3. Agreements with Other Service Providers |
Each Fund hereby appoints FSSC as the Fund’s agent to enter into agreements with financial intermediaries that are not registered as broker/dealers under the 1934 Act (each an “Unregistered Intermediary”) to provide Services to their customers that are Shareholders of the Fund. Each Fund agrees to pay Service Fees at an annual rate as set forth in Schedule 1 to this Agreement of up to 0.25% of the average net assets held in Fund accounts for which an Unregistered Intermediary has agreed to provide Services. Any such accounts shall not be treated as FSSC Accounts for purposes of this Agreement.
SECTION | 4. Representations |
(a) Each party represents and warrants to the other party that:
(i) | Status. It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing. |
(ii) | Powers. It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery and performance. |
(iii) | No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any contractual restriction binding on or affecting it. |
(iv) | Obligations Binding. Its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or law). |
(v) | Compliance with Laws. It will comply in all material respects with all applicable laws and orders to which it may be subject if failure to so comply would materially impair its ability to perform its obligations under this Agreement. |
SECTION | 5. Indemnification and Limitation of Liability |
(a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC.
(b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages.
(c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC.
(d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them.
(e) The provisions of this Section shall survive the termination of this Agreement.
SECTION | 6. Privacy Policy |
(a) The parties acknowledge that:
(i) | The Securities and Exchange Commission has adopted Regulation S-P at 17 CFR Part 248 to protect the privacy of individuals who obtain a financial product or service for personal, family or household use; |
(ii) | Regulation S-P permits financial institutions, such as the Funds, to disclose “nonpublic personal information” (“NPI”) of its “customers” and “consumers” (as those terms are therein defined in Regulation S-P) to affiliated and nonaffiliated third parties of the Funds, without giving such customers and consumers the ability to opt out of such disclosure, for the limited purposes of processing and servicing transactions (17 CFR § 248.14); for specified law enforcement and miscellaneous purposes (17 CFR § 248.15); and to service providers or in connection with joint marketing arrangements (17 CFR § 248.13); and |
(iii) | Regulation S-P provides that the right of a customer and consumer to opt out of having his or her NPI disclosed pursuant to 17 CFR § 248.7 and 17 CFR § 248.10 does not apply when the NPI is disclosed to service providers or in connection with joint marketing arrangements, provided the Fund and third party enter into a contractual agreement that prohibits the third party from disclosing or using the information other than to carry out the purposes for which the Fund disclosed the information (17 CFR § 248.13). |
(b) The parties agree that the Funds may disclose Shareholder NPI to FSSC as agent of the Funds and solely in furtherance of fulfilling FSSC’s contractual obligations under the Agreement in the ordinary course of business to support the Funds and their Shareholders.
(c) FSSC hereby agrees to be bound to use and redisclose such NPI only for the limited purpose of fulfilling its duties and obligations under the Agreement, for law enforcement and miscellaneous purposes as permitted in 17 CFR §248.15, or in connection with joint marketing arrangements that the Funds may establish with FSSC in accordance with the limited exception set forth in 17 CFR 248.13.
(d) FSSC represents and warrants that, in accordance with 17 CFR § 248.30, it has implemented, and will continue to carry out for the term of the Agreement, policies and procedures reasonably designed to:
(i) | Insure the security and confidentiality of records and NPI of Fund customers; |
(ii) | Protect against any anticipated threats or hazards to the security or integrity of Fund customer records and NPI; and |
(iii) | Protect against unauthorized access or use of such Fund customer records or NPI that could result in substantial harm or inconvenience to any Fund customer. |
(e) FSSC may redisclose Section 248.13 NPI only to: (a) the Funds and affiliated persons of the Funds (“Fund Affiliates”); (b) affiliated persons of FSSC (“Service Provider Affiliates”) (which in turn may disclose or use the information only to the extent permitted under the original receipt); (c) a third party not affiliated with FSSC or the Funds (“Nonaffiliated Third Party”) under the service and processing (§248.14) or miscellaneous (§248.15) exceptions, but only in the ordinary course of business to carry out the activity covered by the exception under which FSSC received the information in the first instance; and (d) a Nonaffiliated Third Party under the service provider and joint marketing exception (§248.13), provided FSSC enters into a written contract with the Nonaffiliated Third Party that prohibits the Nonaffiliated Third Party from disclosing or using the information other than to carry out the purposes for which the Funds disclosed the information in the first instance.
(f) FSSC may redisclose Section 248.14 NPI and Section 248.15 NPI to: (a) the Funds and Fund Affiliates; (b) Service Provider Affiliates (which in turn may disclose the information to the same extent permitted under the original receipt); and (c) a Nonaffiliated Third Party to whom the Funds might lawfully have disclosed NPI directly.
(g) The provisions of this Section shall survive the termination of the Agreement.
SECTION | 7. Notices |
(a) All notices of any kind to be given hereunder shall be given in writing and delivered by personal delivery or by postage prepaid, registered or certified United States first class mail, return receipt requested, overnight courier services, or by fax or e-mail (with confirming copy by mail).
(b) Unless otherwise notified in writing, all notices to any Fund shall be given or sent to such Fund at:
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7000
Attention: President
(c) Unless otherwise notified in writing, all notices to FSSC shall be given or sent to:
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779
Attention: President
SECTION | 8. Assignments and No Third-Party Rights |
(a) Except for any Third-Party Agreements entered into prior to the date of this Agreement, this Agreement will not be assigned or subcontracted by either party, without prior written consent of the other party, except that either party may assign or subcontract this Agreement to an affiliate controlled, controlled by, or under common control with the assigning or subcontracting party without such consent. Subject to the preceding, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of permitted assigns and subcontractors of the parties. In no event shall the Funds be obligated to make any payment under this Agreement to any person other than FSSC.
(b) Nothing expressed or referred to in this Agreement will be construed to give anyone other than the parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their permitted assigns and subcontractors.
SECTION | 9. Force Majeure |
If either party is unable to carry out any of its obligations under this Agreement because of conditions beyond its reasonable control, including, but not limited to, acts of war or terrorism, work stoppages, fire, civil disobedience, delays associated with hardware malfunction or availability, riots, rebellions, storms, electrical failures, acts of God, and similar occurrences (“Force Majeure”), this Agreement will remain in effect and the non-performing party’s obligations shall be suspended without liability for a period equal to the period of the continuing Force Majeure (which period shall not exceed fifteen (15) business days), provided that:
(i) | the non-performing party gives the other party prompt notice describing the Force Majeure, including the nature of the occurrence and its expected duration and, where reasonably practicable, continues to furnish regular reports with respect thereto during the period of Force Majeure; |
(ii) | the suspension of obligations is of no greater scope and of no longer duration than is required by the Force Majeure; |
(iii) | no obligations of either party that accrued before the Force Majeure are excused as a result of the Force Majeure; |
(iv) | the non-performing party uses all reasonable efforts to remedy its inability to perform as quickly as possible. |
SECTION | 10. Definition of Terms |
(a) “1934 Act” means the Securities Exchange Act of 1934, and “1940 Act” means the Investment Company Act of 1940, in each case as amended and in effect at the relevant time.
(b) “Fund” means an investment company registered under the 1940 Act and, in the case of a “series company” as defined in Rule 18f-2(a) under the 1940 Act, each individual portfolio of the series company, set forth on Schedule 1 to this Agreement from time to time. “Funds” means the Funds listed on Schedule 1 collectively.
(c) “Prospectus” means, with respect to any Shares the most recent Prospectus and Statement of Additional Information (“SAI”) and any supplement thereto, pursuant to which a Fund publicly offers the Shares; provided, however, that this definition shall not be construed to require FSC, Dealer or any Fund to deliver any SAI other than at the express request of Dealer’s customer.
(d) “Shares” means (1) shares of beneficial interest in a Fund organized as a business trust; and (2) shares of capital stock in a Fund organized as a corporation. With respect to a Fund that has established separate classes of Shares in accordance with Rule 18f-3 under the 1940 Act, Shares refers to the relevant class. “Shareholder” means the beneficial owner of any Share.
SECTION | 11. Miscellaneous |
(a) This Agreement may be terminated by either party by giving the other party at least sixty (60) days' written notice thereof.
(b) This Agreement may be amended only by a writing signed by both parties, provided that, any Fund may amend Schedule 1 from time to time by sending a copy of the amended Schedule to FSSC. Any such amendment shall be effective ten (10) days after notice thereof.
(c) This Agreement constitutes (along with its Schedules) a complete and exclusive statement of the terms of the agreement between the parties and supersedes any prior agreement with respect to its subject matter.
(d) This Agreement has been entered into between FSSC and each Fund severally and not jointly, and the provisions this Agreement shall apply separately to each Fund. No Fund shall be obligated to make any payments to FSSC under this Agreement other than with respect to its Shares. No breach of this Agreement by a Fund, or by FSSC against a Fund, shall constitute a breach of this Agreement with respect to any other Fund.
(e) This Agreement may be executed by different parties on separate counterparts, each of which, when so executed and delivered, shall be an original, and all such counterparts shall together constitute one and the same instrument.
(f) If any provision of this Agreement is held invalid or unenforceable, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid and unenforceable.
(g) This Agreement will be governed by the laws of the Commonwealth of Pennsylvania, without regard to conflicts of laws principles thereof. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought against the parties in the courts of the Commonwealth of Pennsylvania, County of Allegheny, or, if it has or can acquire jurisdiction, in the United States District Court for the Western District of Pennsylvania, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Each party waives its right to a jury trial.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.
Attest: | Funds (listed on Schedule 1) |
/s/ John W. McGonigle | By:/s/ John F. Donahue |
John W. McGonigle | John F. Donahue |
Secretary | Chairman |
Attest: | Federated Shareholder Services Company |
/s/ Timothy S. Johnson | By: /s/ Arthur L. Cherry, Jr. |
Timothy S. Johnson | Arthur L. Cherry, Jr. |
Secretary |
TO SECOND AMENDED AND RESTATED SERVICES AGREEMENT
(revised 12/1/20)
The following lists the Funds and Shares subject to the Second Amended and Restated Services Agreement (“Agreement”) which have the ability to charge the maximum 0.25% Service Fee payable by the Funds pursuant to the Agreement.
FEDERATED HERMES ADJUSTABLE RATE SECURITIES TRUST | Institutional Shares | |||
Service Shares | ||||
FEDERATED HERMES ADVISER SERIES | ||||
Federated Hermes Emerging Markets Equity Fund | Class A Shares | |||
Class C Shares | ||||
Institutional Shares | ||||
Federated Hermes Absolute Credit Fund | Class A Shares | |||
Class C Shares | ||||
Institutional Shares | ||||
Federated Hermes Global Equity Fund | Class A Shares | |||
Class C Shares | ||||
Institutional Shares | ||||
Federated Hermes Global Small Cap Fund | Class A Shares | |||
Class C Shares | ||||
Institutional Shares | ||||
Federated Hermes International Developed Equity Fund | Class A Shares | |||
Class C Shares | ||||
Institutional Shares | ||||
Federated Hermes SDG Engagement Equity Fund | Class A Shares | |||
Class C Shares | ||||
Institutional Shares | ||||
Federated Hermes SDG Engagement High Yield Credit Fund | Class A Shares | |||
Class C Shares | ||||
Institutional Shares | ||||
Federated Hermes Unconstrained Credit Fund | Class A Shares | |||
Class C Shares | ||||
Institutional Shares | ||||
Federated Hermes US SMID Fund | Class A Shares | |||
Class C Shares | ||||
Institutional Shares | ||||
Federated Hermes International Equity Fund | Class A Shares | |||
Class C Shares | ||||
Institutional Shares | ||||
Federated Hermes International Growth Fund | Class A Shares | |||
Class C Shares | ||||
Institutional Shares | ||||
Federated Hermes MDT Large Cap Value Fund | Service Shares | |||
Class A Shares | ||||
Class C Shares | ||||
FEDERATED EQUITY FUNDS | ||||
Federated Hermes Clover Small Value Fund | Class A Shares | |||
Class C Shares | ||||
* | Federated Hermes Global Strategic Value Dividend Fund | Class A Shares | ||
Class C Shares | ||||
Federated Hermes International Strategic Value Dividend Fund | Class A Shares | |||
Class C Shares | ||||
Federated Hermes Kaufmann Fund | Class A Shares | |||
Class C Shares | ||||
Class R Shares | ||||
Federated Hermes Kaufmann Large Cap Fund | Class A Shares | |||
Class C Shares | ||||
Federated Hermes Kaufmann Small Cap Fund | Class A Shares | |||
Class C Shares | ||||
Federated Hermes MDT Mid Cap Growth Fund | Class A Shares | |||
Class C Shares | ||||
Federated Hermes Prudent Bear Fund | Class A Shares | |||
Class C Shares | ||||
Federated Hermes Strategic Value Dividend Fund | Class A Shares | |||
Class C Shares | ||||
FEDERATED HERMES EQUITY INCOME FUND, INC. | Class A Shares | |||
Class C Shares | ||||
Class F Shares | ||||
FEDERATED HERMES FIXED INCOME SECURITIES, INC. | ||||
Federated Hermes Municipal Ultrashort Fund | Class A Shares | |||
Federated Hermes Strategic Income Fund | Class A Shares | |||
Class C Shares | ||||
Class F Shares | ||||
FEDERATED HERMES GLOBAL ALLOCATION FUND | Class A Shares | |||
Class C Shares | ||||
FEDERATED HERMES GOVERNMENT INCOME SECURITIES, INC. | Class A Shares | |||
Class C Shares | ||||
Class F Shares | ||||
Institutional Shares | ||||
FEDERATED HERMES GOVERNMENT INCOME TRUST | ||||
Federated Hermes Government Income Fund | Institutional Shares | |||
Service Shares | ||||
FEDERATED HERMES HIGH INCOME BOND FUND, INC. | Class A Shares | |||
Class C Shares | ||||
FEDERATED HERMES HIGH YIELD TRUST | ||||
Federated Hermes Opportunistic High Yield Fund | Service Shares | |||
Class A Shares | ||||
Class C Shares | ||||
FEDERATED HERMES INCOME SECURITIES TRUST | ||||
Federated Hermes Capital Income Fund | Class A Shares | |||
Class C Shares | ||||
Class F Shares | ||||
Federated Hermes Floating Rate Strategic Income Fund | Class A Shares | |||
Class C Shares | ||||
Federated Hermes Fund for U.S. Government Securities | Class A Shares | |||
Class C Shares | ||||
Institutional Shares | ||||
Federated Hermes Intermediate Corporate Bond Fund | Institutional Shares | |||
Service Shares | ||||
Federated Hermes Muni and Stock Advantage Fund | Class A Shares | |||
Class C Shares | ||||
Class F Shares | ||||
Federated Hermes Real Return Bond Fund | Class A Shares | |||
Class C Shares | ||||
Institutional Shares | ||||
Federated Hermes Short-Term Income Fund | Class A Shares | |||
Service Shares | ||||
FEDERATED HERMES INDEX TRUST | ||||
Federated Hermes Max-Cap Index Fund | Class C Shares | |||
Institutional Shares | ||||
Service Shares | ||||
Federated Hermes Mid-Cap Index Fund | Service Shares | |||
FEDERATED HERMES INSTITUTIONAL TRUST | ||||
Federated Hermes Government Ultrashort Fund | Class A Shares | |||
Service Shares | ||||
Federated Hermes Institutional High Yield Bond Fund | ||||
Federated Hermes Short-Intermediate Total Return Bond Fund | Class A Shares | |||
Service Shares | ||||
FEDERATED HERMES INSURANCE SERIES | ||||
Federated Hermes Fund for US Government Securities II | ||||
Federated Hermes High Income Bond Fund II | Primary Shares | |||
Service Shares | ||||
Federated Hermes Kaufmann Fund II | Primary Shares | |||
Service Shares | ||||
Federated Hermes Managed Volatility Fund II | ||||
Federated Hermes Government Money Fund II | Primary Shares | |||
Service Shares | ||||
FEDERATED HERMES INTERNATIONAL SERIES, INC. | ||||
Federated Hermes Global Total Return Bond Fund | Class A Shares | |||
Class C Shares | ||||
FEDERATED HERMES INVESTMENT SERIES FUNDS, INC. | ||||
Federated Hermes Corporate Bond Fund | Class A Shares | |||
Class C Shares | ||||
Class F Shares | ||||
FEDERATED HERMES MDT SERIES | ||||
Federated Hermes MDT All Cap Core Fund | Class A Shares | |||
Class C Shares | ||||
Federated Hermes MDT Large Cap Growth Fund | Class A Shares | |||
Class C Shares | ||||
Federated Hermes MDT Small Cap Core Fund | Class A Shares | |||
Class C Shares | ||||
Federated Hermes MDT Small Cap Growth Fund | Class A Shares | |||
Class C Shares | ||||
Federated Hermes MDT Balanced Fund | Class A Shares | |||
Class C Shares | ||||
FEDERATED HERMES MUNICIPAL BOND FUND, INC. | Class A Shares | |||
Class C Shares | ||||
Class F Shares | ||||
Institutional Shares | ||||
FEDERATED HERMES MUNICIPAL SECURITIES INCOME TRUST | ||||
Federated Hermes Michigan Intermediate Municipal Fund | Class A Shares | |||
Institutional Shares | ||||
Federated Hermes Municipal High Yield Advantage Fund | Class A Shares | |||
Class C Shares | ||||
Class F Shares | ||||
Federated Hermes Ohio Municipal Income Fund | Class A Shares | |||
Class F Shares | ||||
Institutional Shares | ||||
Federated Hermes Pennsylvania Municipal Income Fund | Class A Shares | |||
Class A Shares | ||||
Institutional Shares | ||||
FEDERATED HERMES SHORT-INTERMEDIATE MUNICIPAL FUND | Class A Shares | |||
Institutional Shares | ||||
Service Shares | ||||
FEDERATED HERMES TOTAL RETURN GOVERNMENT BOND FUND | Service Shares | |||
FEDERATED HERMES TOTAL RETURN SERIES, INC. |
||||
Federated Hermes Select Total Return Bond Fund | Institutional Shares | |||
Service Shares | ||||
Federated Hermes Total Return Bond Fund | Class A Shares | |||
Class C Shares | ||||
Service Shares | ||||
Federated Hermes Ultrashort Bond Fund | Class A Shares | |||
Institutional Shares | ||||
Service Shares | ||||
FEDERATED HERMES SHORT-TERM GOVERNMENT TRUST | Institutional Shares | |||
Service Shares | ||||
FEDERATED HERMES SHORT-INTERMEDIATE GOVERNMENT TRUST | Institutional Shares | |||
Service Shares | ||||
FEDERATED HERMES WORLD INVESTMENT SERIES, INC. | ||||
Federated Hermes Emerging Market Debt Fund | Class A Shares | |||
Class C Shares | ||||
Federated Hermes International Leaders Fund | Class A Shares | |||
Class C Shares | ||||
Federated Hermes International Small-Mid Company Fund | Class A Shares | |||
Class C Shares | ||||
FEDERATED HERMES INTERMEDIATE MUNICIPAL TRUST | ||||
Federated Hermes Intermediate Municipal Fund | Institutional Shares | |||
FEDERATED HERMES MONEY MARKET OBLIGATIONS TRUST | ||||
Federated Hermes California Municipal Cash Trust | Capital Shares | |||
Cash II Shares | ||||
Cash Series Shares | ||||
Wealth Shares | ||||
Service Shares | ||||
Federated Hermes Capital Reserves Fund | ||||
** | Federated Hermes Georgia Municipal Cash Trust | |||
Federated Hermes Government Obligations Fund | Advisor Shares | |||
Capital Shares | ||||
Cash II Shares | ||||
Cash Series Shares | ||||
Institutional Shares | ||||
Select Shares | ||||
Service Shares | ||||
Trust Shares | ||||
Federated Hermes Government Obligations Tax-Managed Fund | Automated Shares | |||
Institutional Shares | ||||
Service Shares | ||||
Federated Hermes Government Reserves Fund | Class A Shares | |||
Class C Shares | ||||
Class F Shares | ||||
Class P Shares | ||||
** | Federated Hermes Massachusetts Municipal Cash Trust | Cash Series Shares | ||
Service Shares | ||||
Federated Hermes Institutional Money Market Management | Capital Shares | |||
Eagle Shares | ||||
Institutional Shares | ||||
Service Shares | ||||
Federated Hermes Municipal Obligations Fund | Automated Shares | |||
Capital Shares | ||||
Cash II Shares | ||||
Cash Series Shares | ||||
Wealth Shares | ||||
Investment Shares | ||||
Service Shares | ||||
Federated Hermes New York Municipal Cash Trust | Cash II Shares | |||
Cash Series Shares | ||||
Service Shares | ||||
Wealth Shares | ||||
** | Federated Hermes Pennsylvania Municipal Cash Trust | Cash Series Shares | ||
Wealth Shares | ||||
Service Shares | ||||
Federated Hermes Prime Cash Obligations Fund | Advisor Shares | |||
Automated Shares | ||||
Capital Shares | ||||
Cash II Shares | ||||
Cash Series Shares | ||||
Class R Shares | ||||
Wealth Shares | ||||
Service Shares | ||||
Trust Shares | ||||
Federated Hermes Institutional Prime Obligations Fund | Capital Shares | |||
Institutional Shares | ||||
Service Shares | ||||
Federated Hermes Institutional Prime Value Obligations Fund | Capital Shares | |||
Institutional Shares | ||||
Service Shares | ||||
Federated Hermes Tax-Free Obligations Fund | Advisor Shares | |||
Service Shares | ||||
Wealth Shares | ||||
Federated Hermes Institutional Tax-Free Cash Trust | Institutional Shares | |||
Premier Shares | ||||
Federated Hermes Treasury Obligations Fund | Automated Shares | |||
Capital Shares | ||||
Institutional Shares | ||||
Service Shares | ||||
Trust Shares | ||||
Federated Hermes Trust for U.S. Treasury Obligations | Cash II Shares | |||
Cash Series Shares | ||||
Institutional Shares | ||||
Federated Hermes U.S. Treasury Cash Reserves | Institutional Shares | |||
Service Shares | ||||
Federated Hermes Virginia Municipal Cash Trust | Cash Series Shares | |||
Service Shares | ||||
T Shares were discontinued – 11-30-20
* Federated Global Strategic Value Dividend Fund will liquidate on or about 1/22/21.
**MMOTs italicized will liquidate on or about 2/19/21.
Exhibit 28 (h)(3)(a) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SECOND AMENDED AND RESTATED
AGREEMENT
for
ADMINISTRATIVE SERVICES
This Second Amended and Restated Agreement for Administrative Services (the “Agreement”) is made, severally and not jointly, as of September 1, 2017, by each of the registered investment companies listed on Exhibit A hereto, each having its principal office and place of business at 4000 Ericsson Drive, Warrendale, Pennsylvania 15086 (collectively, the “Investment Company”), and FEDERATED ADMINISTRATIVE SERVICES, a Delaware statutory trust, having its principal office and place of business at Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779 (“FAS”). The Agreement amends and restates in its entirety that Amended and Restated Agreement for Administrative Services by and between the Investment Company and FAS dated September 1, 2012, as amended, (the “Superseded Agreement”).
WHEREAS, each investment company subject to this Agreement is registered as a 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”);
WHEREAS, certain investment companies subject to this Agreement are “series companies” as defined in Rule 18f-2 under the 1940 Act and, as used in this Agreement, the term “Fund” refers to either (i) an individual portfolio of such a series company or (ii) an investment company that is not organized as a series company, and the term “Funds” refers to all such portfolios and investment companies, collectively;
WHEREAS, Shares of each Fund may be subdivided into classes (each a “Class”) as provided in Rule 18f-3 under the 1940 Act;
WHEREAS, the Investment Company wishes to appoint FAS as its administrator to provide it with Administrative Services (as herein defined) and FAS desires to accept such appointment;
WHEREAS, Investment Company and FAS are parties to the Superseded Agreement with respect to the subject matter hereof; and
WHEREAS, Investment Company and FAS desire to amend the Superseded Agreement by amending and restating the same in its entirety on the terms set forth herein;
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:
Article 1. Appointment.
The Investment Company hereby appoints FAS as Administrator for the period on the terms and conditions set forth in this Agreement. FAS hereby accepts such appointment and agrees to furnish the services set forth in Article 2 of this Agreement in return for the compensation set forth in Article 5 of this Agreement.
Article 2. FAS Duties.
As Administrator, and subject to the supervision and control of the Investment Company’s Board of Trustees/Directors (the “Board”), FAS will provide facilities, equipment, and personnel to perform or cause to be performed the following “Administrative Services” for operation of the business and affairs of the Investment Company and each of its Funds and any additional Administrative Services that FAS shall agree in writing to perform, or cause to be performed, for the Investment Company from time to time:
A. LEGAL AND COMPLIANCE ADMINISTRATIVE SERVICES
1. | Prepare, file, and maintain the Investment Company's governing documents and any amendments thereto, including the charter documents, the by-laws and minutes of meetings of the Board, Board Committees and Shareholders. |
2. | Prepare and file with the Securities and Exchange Commission (the “SEC”) and the appropriate state securities authorities: (i) the registration statements for the Investment Company and the Investment Company's Shares and all amendments thereto, (ii) annual and semi-annual reports to shareholders and other applicable regulatory reports and communications,; (iii) proxy materials; (iv) notices pursuant to Rule 24f-2; and (v) such other documents all as may be necessary to enable the Investment Company to continuously offer its shares. |
3. | Prepare and administer contracts on behalf of the Investment Company and supervise relationships with the Investment Company’s other service providers, including , the Investment Company's investment advisers, sub-advisers, fund accountants, custodians, transfer agents and distributors, subject to any terms and conditions established by the Board and the requirements of the 1940 Act, such supervision may include the engagement of outside consultants from time to time, at FAS’s expense, to review the relationship contracts and recommend changes designed to reduce Fund expenses. |
4. | Provide due diligence of the Investment Company’s other service providers, including , the Investment Company's investment advisers, sub-advisers, fund accountants, custodians, transfer agents and distributors, to the extent not otherwise provided by the Investment Company’s other service providers. |
5. | Arrange for and attend shareholders’ meetings; prepare the Investment Company’s representatives who will attend shareholder meetings and all necessary materials in connection with such meetings including, without limitation, a written script for such meetings, minutes and any follow-up documents. |
6. | Provide the Investment Company with legal guidance with respect to its regulated activities, including prospectus disclosures, investment activities, affiliated transactions, investment in senior securities, sales, redemptions and exchanges, distribution of income and capital gains, distribution of Shares, board composition, code of ethics, fidelity bond, custodial services and service provider contracts and the general application of securities laws and regulations to the Investment Company’s business and provide or arrange for all other legal services that constitute Administrative Service required by the Investment Company and not otherwise provided for under this Agreement (it being understood that various legal services will be provided to the Investment Company, the Board and the Independent Trustees at the expense of the Investment Company, as described herein). |
7. | Supervise outside legal counsel retained at the expense of the Investment Company with respect to litigation brought by the Investment Company and against the Investment Company and negotiate litigation settlements and pre-litigation settlements and work-out arrangements. |
8. | Obtain the required documentation to be filed in connection with any lawsuits against the Investment Company and provide information and expertise on administrative matters affecting such litigation. |
9. | Supervise outside legal counsel retained at the expense of the Investment Company with respect to, and review all contracts, filings and required documentation concerning, the acquisition of other investment companies or the liquidation of the Fund; provide guidance on the manner such transactions should be structured to comply with applicable law and obtain at the Investment Company’s expense, legal opinions and regulatory authority rulings necessary for such transactions to comply with applicable law. |
10. | Seek formal guidance from regulatory authorities concerning the application of various regulations to the Investment Company and seek exemptive relief, where appropriate. |
11 | Subject to the Board’s direction, coordinate meetings of the Board (and its committees), including: (i) the creation of notices, agendas, legal memoranda and administrative reports, and (ii) the review and compilation of other materials prepared by the Investment Company’s adviser, distributor, portfolio accountant, custodian, transfer agent, auditor, independent counsel or other service providers to support the Board’s discussions and actions taken. |
12. | Negotiate and secure for the Investment Company and its directors and officers: (i) a fidelity bond in an amount that is at least adequate to satisfy the requirements of the 1940 Act, (ii) directors and officer’s coverage and (iii) professional liability or errors and omissions coverage, in each case, under terms that are acceptable to the Board. |
13. | Monitor changes in applicable regulations and make corresponding changes in, or develop new, policies and procedures for the Fund or for the applicable service provider. |
14. | Prepare, review and negotiate standard forms of indentures, guarantees, agreements, certificates, confirmations and other documentation relating to the legal terms of securities eligible for purchase by money market funds, provided that FAS shall not have any obligation to: (i) provide any written legal opinions regarding such securities; or (ii) prepare, review or negotiate any document for which a standard form has not been developed and accepted for use by the investment company industry. |
15. | Perform the following “blue sky” services, either itself or through one or more affiliated or unaffiliated service providers: (1) provide a system to monitor the total number of Shares of the Investment Company (and/or Class) sold in each State, (2) monitor the total number of Shares of such Investment Company (and/or Class) sold in each State and, where appropriate, increase the number of Shares registered in such State, (3) with respect to shareholders of the Investment Company whose shareholdings are fully-disclosed on the transfer agent’s recordkeeping system, (a) identify those transactions and assets to be treated as exempt from blue sky reporting for each State and (b) verify the classification of transactions for each State on the transfer agent’s recordkeeping system, and (4) with respect to shareholders of the Investment Company whose shareholdings are not fully-disclosed on the transfer agent’s recordkeeping system, rely upon information provided by the relevant financial intermediary transacting for such holder of Shares in performing the obligations set forth in subsection (2) above. |
16. | Provide compliance services, as directed by the Investment Company’s Chief Compliance Officer, which include monitoring the Investment Company’s compliance with its policies and procedures, and with applicable federal, state and foreign securities laws, and the rules and regulations thereunder, as applicable. |
17. | Administer the Investment Company’s code of ethics. |
18. | Monitor the Investment Company’s compliance with its investment policies, objectives and restrictions as set forth in its currently effective registration statement. |
19. | Implement and maintain, together with affiliated companies, a business continuation and disaster recovery program for the Investment Company. |
20. | Assist the Investment Company in regulatory examinations, inspections or investigations of the Investment Company. |
21. | Provide the following administrative and compliance services with regard Commodity Futures Trading Commission (“CFTC”) Rule 4.5 (as may be amended from time to time): (i) monitor the Investment Company’s compliance with the rule; (ii) with respect to those Funds that are required under the rule to register as ‘commodity pools’ from time to time (the “Registered Funds”) prepare, file and maintain the Registered Funds’ registrations with the CFTC or applicable self-regulatory authority, as appropriate; (iii) with respect to those Funds that are subject to the rule but qualify for an exemption from registration as ‘commodity pools’, prepare, file and monitor the companies’ exemptive filings with the CFTC or applicable self-regulatory authority, as appropriate; (iv) in relation to the Registered Funds’ commodity pool status, prepare, file and maintain the Registered Funds advisers’ registrations as ‘commodity pool operators’ (“CPOs”) and prepare and file such reports as are required to be filed by the CPOs with the CFTC or applicable self-regulatory authority, as appropriate; and (v) any additional administrative and compliance services with regard to the Investment Company’s and CPOs’ CFTC Rule 4.5 activities, as directed by the Investment Company’s Chief Compliance Officer, from time to time (collectively, “CFTC Rule 4.5 Administrative Services”). |
B. | FINANCIAL ADMINISTRATIVE SERVICES |
1. | Prepare and file the Investment Company’s tax returns. |
2. | Evaluate and obtain custody services from a financial institution that meets the requirements of the 1940 Act. |
3. | Compare, as applicable, the fund accountant’s calculation of the Investment Company’s net asset value, yield, dividends, fund total return and performance and total assets with the fund accountant’s previous calculations and with changes in the relevant securities market on a daily basis for reasonableness of changes. |
4. | Review and compare, as applicable, the calculation of the Investment Company’s average maturity with the previous calculations for reasonableness of changes. |
5. | Evaluate and recommend the pricing services used by the Investment Company; participate in the fair valuation of portfolio securities as required by the Investment Company’s fair valuation procedures; review and recommend changes to the Investment Company’s fair valuation procedures. |
6. | Compare the fund accountant’s calculations of the Investment Company’s undistributed net income balances with the fund accountant’s previous calculations for reasonableness of changes. |
7. | Perform daily reviews, as applicable, of the fund accountant’s shadow net asset value calculations with the previous calculations for reasonableness of changes; notify designated parties, as necessary, of deviations in compliance with the Investment Company’s Rule 2a-7 procedures, if any. |
8. | Perform monthly comparison of the fund accountant’s performance calculations with previous calculations for reasonableness of changes. |
9. | Perform quarterly comparison of the fund accountant’s projected annual fund expenses with previous projections for reasonableness of changes; prepare monthly budgets for specific expense categories to be used in monthly updates to the Investment Company’s expense accruals and projections. |
10. | Review fund expense reports prepared by the fund accountant; monitor compliance with the expense limits stated in the prospectus fee tables, including disclosure regarding which expense categories should be accrued in addition to the expense limits. |
11. | Coordinate and track the payment of all fund expenses by the Investment Company’s fund accountant. |
12. | Compare the fund accountant’s calculation of dividend recommendations with previous recommendations for reasonableness of changes; consult with portfolio managers concerning recommendations for fixed dividend resolution funds. |
13. | Calculate and determine capital gain distributions, if any, for the Investment Company. |
14. | Review the fund accountant’s calculations for shareholder tax reporting of AUM income percentages, state income percentages and government income percentages. |
15. | Monitor and confirm the Investment Company’s status as a regulated investment company under the current Internal Revenue Code (“IRC”); monitor and confirm compliance with IRC section 817(h) diversification requirements, as applicable. |
16. | Review and/or prepare, for shareholder tax reporting purposes, as applicable, (i) calculations for qualifying dividend income (QDI), dividends received deduction (DRD), and interest-related and short-term capital gain dividends (QII), and (ii) IRC section 1250 gain amounts, as well as assessing compliance with various states’ threshold requirements for reporting certain tax characteristics to shareholders in those states. |
C. | OTHER ADMINISTRATIVE SERVICES |
1. | Coordinate the layout, printing and electronic delivery of publicly disseminated prospectuses and shareholder reports, make recommendations to improve their effectiveness or reduce expenses. |
2. | Perform internal audit examinations in accordance with a charter adopted by the Investment Company. |
3. | Monitor enterprise level risks associated with the services provided herein in accordance with a charter adopted by Investment Company. |
4. | Develop and recommend changes in the investment strategy and operation of the Investment Company that may be in the interest of its Shareholders. |
5. | Provide individuals reasonably acceptable to the Board for nomination, appointment, or election as the following officers of the Investment Company, who will be responsible for the management of certain of the Investment Company's affairs as specified in the Investment Company's charter documents and by-laws, subject to direction by the Investment Company’s Board: (i) the president and principal executive officer, (ii) the treasurer and principal financial and accounting officer; (iii) the secretary, and (iv) such other officers as are mutually agreeable. |
6. | Monitor trading activity to help identify market timers and recommend policies to deter market timing. |
7. | Review potential intermediary clients and existing intermediary clients as appropriate to determine/monitor the client’s ability to adhere to the terms of any servicing agreement between the client and Investment Company. |
8. | Review and recommend changes to the transfer agent’s policies and procedures to mitigate fraud, enhance shareholder services or reduce expenses. |
9. | Review and recommend changes to policies and procedures and operating processes designed to reduce Fund expenses. |
10. | Respond to all inquiries or other communications from shareholders and other parties, not otherwise provided by the Investment Company’s other service providers; if the inquiry is more properly responded to by another of the Investment Company’s service providers, referring the individual making the inquiry to the appropriate person. |
11. | Perform the following services, either itself or through its affiliate, Federated Shareholder Services company; (i) select and perform due diligence regarding proposed new owners of omnibus accounts as proposed recordkeeping agents for the Investment Company, (ii) enter into agreements as agent for the Investment Company, or any of them, substantially in the form most recently approved by the Investment Company’s board, with the registered owners of omnibus accounts for the provision of services necessary for the recordkeeping or sub-accounting of share positions held in underlying sub-accounts (“Recordkeeping Agreements”), together with such changes thereto as may be agreed to by Company so long as such changes do not (a) increase the fees payable by the Investment Company under the Recordkeeping Agreements, (b) alter the indemnity obligations of the Investment Company owing to or from the Investment Company thereunder or (c) otherwise materially alter the obligations of the Investment Company under the Recordkeeping Agreements, (iii) agree, on behalf of the Investment Company, to make payments for services rendered under Recordkeeping Agreements out of the assets of the Investment Company in amounts not to exceed the amounts determined from time to time by the Board of the Investment Company, and (iv) give instructions to the transfer agent of the Investment Company (the “Transfer Agent”), for and on behalf of the Investment Company as “Proper Instructions” of the Investment Company under and pursuant to the agreement for transfer agency services with the Transfer Agent, to perform the services of Company and/or the Investment Company under each such Recordkeeping Agreement, excepting only the indemnity obligations owning from the Investment Company or Company thereunder. |
D. SUBCONTRACTORS
1. | FAS may without further consent on the part of the Investment Company at FAS’s own expense, subcontract for the performance of Administrative Services with a sub-contractor selected by FAS. FAS shall be as fully responsible to the Investment Company for the acts and omissions of any subcontractor as it is for its own acts and omissions. |
2. | FAS shall upon instruction from the Investment Company subcontract for the performance of services under this Agreement with an agent selected by the Investment Company, other than as described in D.1. above, provided, however, that FAS shall in no way be responsible to the Investment Company for the acts and omissions of the agent and the expenses of such agent shall be the responsibility of FAS or the Investment Company, as the parties may agree from time to time. |
Article 3. Records.
FAS shall create and maintain all necessary books and records in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act, pertaining to the Administrative Services performed by it and not otherwise created and maintained by another party pursuant to contract with the Investment Company. Where applicable, such records shall be maintained by FAS for the periods and in the places required by Rule 31a-2 under the 1940 Act. The books and records pertaining to the Investment Company which are in the possession of FAS shall be the property of the Investment Company. The Investment Company, or the Investment Company's authorized representatives, shall have access to such books and records at all times during FAS's normal business hours. Upon the reasonable request of the Investment Company, copies of any such books and records shall be provided promptly by FAS to the Investment Company or the Investment Company's authorized representatives.
Article 4. Expenses.
A. | FAS shall be responsible for all expenses (i) expressly assumed by FAS under this Agreement; (ii) incurred in the ordinary course of providing (or causing to be provided) the Administrative Services, including CFTC Rule 4.5 Administrative Services, to the Investment Company and the equipment, office space, and facilities necessary to perform its obligations under this Agreement; and (iii) incurred in maintaining its staff and personnel, including the compensation of FAS employees who serve as trustees or directors or officers of the Investment Company |
B. | Each Fund shall be solely responsible for (i) all expenses expressly assumed by the Funds under this Agreement; (ii) all other fees and expenses incurred in the operation of the Funds, including: |
(a) investment advisory fees and expenses associated with the investment management of the Fund’s portfolios;
(b) shareholder servicing, recordkeeping and distribution and marketing expenses of the Funds;
(c) expenses for transfer agent(s), registrar(s) and dividend disbursing agent(s);
(d) expenses for custodian(s) and related custodial services;
(e) costs of Fund accounting services provided by third parties to the Funds;
(f) costs of services provided by independent auditors;
(g) costs and services of outside legal and tax counsel (other than counsel sub-contracted with by FAS to perform services under this Agreement) and counsel to the Funds and the Independent Trustees;
(h) ratings agency fees;
(i) costs related to short selling (e.g., prime brokerage fees);
(j) postage and courier expenses;
(k) printing expenses;
(l) expenses for XRBL tagging and regulatory document production (e.g., ArcPro) provided by third parties;
(m) travel and lodging expenses;
(n) Fund registration fees, listing fees and filing fees and other Fund organizational expenses;
(o) taxes;
(p) insurance premiums;
(q) costs, including interest expenses, commitment fees, facilities fees and unused line fees of any borrowings made by the Funds;
(r) fees payable to persons who are not FAS employees and not FAS subcontractors;
(s) Fund-allocation of trade association dues;
(t) expenses of obtaining quotations and other pricing information for calculating the value of the Fund’s net assets, including the Fund-allocation of costs of independent pricing services;
(u) expenses related to the Fund’s Directors and Fund Board meetings, including Director’s fees and costs of electronic board books;
(v) fees charged by third party custodians for calculating Form N-PORT and Form N-CEN information requirements;
(w) expenses incurred in connection with bankruptcies, workouts and restructures, proceedings and other claims against the Funds;
(x) costs of third-party legal, tax, accounting or other expert advice incurred in connection with any litigation, threatened litigation or other regulatory proceeding, by or against the Funds, including third-party record-retention costs related to litigation holds; and
(iii) any other expenses approved from time to time by the Fund’s Board as properly payable by the Funds (any such expenses under (i), (ii) and (iii) above reasonably incurred by FAS on the Fund’s behalf “Out of Pocket Expenses”) provided that, any Out of Pocket Expenses incurred by FAS that are payable to or by an affiliate of FAS will not be duplicative of services to be provided by those affiliates under any other agreement with the Funds.
Article 5. Compensation.
A. | In addition to Out of Pocket Expenses, for the Administrative Services provided hereunder, excluding CFTC Rule 4.5 Administrative Services, the Investment Company hereby agrees to pay and FAS hereby agrees to accept as full compensation for such services a pro rata “Administrative Services Fee” at the annual rates set forth below on the average daily net assets of each Fund listed on Exhibit A to this Agreement; provided however, that no Administrative Services Fee will be charged for those Funds also listed on Exhibit B to this Agreement. |
Administrative Services Fee Rate |
Average Daily Net Assets
of the Investment Complex |
0.100% | up to$50 billion |
0.075% | on assets over $50 billion |
For purposes of calculating the applicable breakpoint under this Agreement, “Investment Complex” is defined as those Funds listed on Exhibit A to this Agreement but not also listed on Exhibit B.
B. | For the CFTC Rule 4.5 Administrative Services provided hereunder, each Registered Fund agrees to pay, and FAS hereby agrees to accept as full compensation for such services, an annual “Administrative Service Charge” of $125,000 per Registered Fund. |
C. | The Administrative Services Fee, Administrative Services Charge and Out of Pocket Expenses attributable to each Fund shall be accrued by such Fund and paid to FAS no less frequently than monthly, and shall be paid daily upon request of FAS. For the payment period in which this Agreement becomes effective or terminates with respect to any Fund, there shall be an appropriate proration of Administrative Service Fee and Administrative Service Charge payments, on the basis of the number of days that this Agreement is in effect during the month. FAS will maintain detailed information about the Administrative Services Fee, Administrative Service Charge and Out of Pocket Expenses paid by each Fund. |
Article 6. Standard of Care and Indemnification.
A. | FAS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties under this Agreement. Any person, even though also an officer, director, trustee, partner, employee or agent of FAS, who may be or become an officer, director, trustee, partner, employee or agent of the Investment Company, shall be deemed, when rendering services to the Investment Company or acting on any business of the Investment Company (other than services or business in connection with the duties of FAS hereunder) to be rendering such services to or acting solely for the Investment Company and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of FAS, even though paid by FAS. |
B. | FAS shall be kept indemnified by the Investment Company and be without liability for any action taken or thing done by it in performing the Administrative Services in accordance with the above standards. |
C. | FAS shall not be responsible for and the Investment Company or Fund shall indemnify and hold FAS, 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, adviser, sub-adviser, fund accountant, distributor, transfer agent or other party contracted by or approved by the Investment Company or Fund. |
2. | The reliance on or use by FAS or its agents or subcontractors of information, records and documents in proper form which: |
(a) are received by FAS or its agents or subcontractors from any adviser, sub-adviser, fund accountant, distributor, transfer agent or other third party contracted by or approved by the Investment Company or Fund for use in the performance of services under this Agreement; or
(b) have been prepared and/or maintained by the Investment Company or its affiliates or any other person or firm on behalf of the Investment Company.
3. | The reliance on, or the carrying out by FAS or its agents or subcontractors of a Proper Instruction of the Investment Company or the Fund. |
“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) FAS reasonably believes them to have been given by a person previously authorized in Proper Instructions to give such instructions with respect to the transaction involved, and (b) the Investment Company, or the Fund, and FAS promptly cause such oral instructions to be confirmed in writing. Proper Instructions may include communications effected directly between electro-mechanical or electronic devices provided that the Investment Company, or the Fund, and FAS are satisfied that such procedures afford adequate safeguards for the Fund's assets. Proper Instructions may only be amended in writing.
4. | The offer or sale of Shares in violation of any requirement under the federal securities laws or regulations or the securities laws or regulations of any state that such Shares be registered in such state or in violation of any stop order or other determination or ruling by any federal agency or any state with respect to the offer or sale of such Shares in such state. |
5. | Any untrue statement or alleged untrue statement of a material fact contained in the Investment Company’s registration statement, any prospectus or statement of additional information (“SAI”) (as from time to time amended or supplemented) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to the Investment Company about FAS by or on behalf of FAS expressly for the use in the registration statement, any prospectus or SAI, or any amendment or supplement thereof. |
Provided, however, that FAS shall not be protected by this Article 6.C. from liability for any act or omission resulting from FAS's willful misfeasance, bad faith, gross negligence in the performance of or reckless disregard of its duties under this Agreement.
D. | At any time FAS may apply to any officer of the Investment Company or Fund for instructions, and may consult with legal counsel or the Investment Company’s independent accountants with respect to any matter arising in connection with the services to be performed by FAS under this Agreement, and FAS and its agents or subcontractors shall not be liable and shall be indemnified by the Investment Company or the appropriate Fund for any action reasonably taken or omitted by it in reliance upon such instructions or upon the opinion of such counsel or independent accountant provided such action is not in violation of applicable federal or state laws or regulations. |
E. | The Investment Company or Fund shall not be responsible for and FAS shall indemnify and hold the Investment Company or Fund harmless against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to FAS’s willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or reckless disregard by it of its duties under this Agreement. |
F. | In order that the indemnification provisions contained in this Article 6 shall apply, upon the assertion of a claim for which any party may be required to indemnify another, the party seeking indemnification (the “Claimant”), shall promptly notify the indemnifying party (the “Indemnifier”) of such assertion. It is further understood that each party will use all reasonable care to identify and notify the Indemnifier promptly concerning any situation that presents or appears likely to present the probability of such a claim for indemnification against the Indemnifier, provided that the failure to give notice as required by this paragraph 6.F. in a timely fashion shall not result in a waiver of any right to indemnification hereunder unless the Indemnifier is prejudiced thereby and then only to the extent of such prejudice. The Claimant shall permit the Indemnifier to assume the defense of any such claim or any litigation resulting from it, provided that Indemnifier’s counsel that is conducting the defense of such claim or litigation shall be approved by the Claimant (which approval shall not be unreasonably withheld), and that the Claimant may participate in such defense at its expense. |
The Indemnifier, in the defense of any such claim or litigation, shall not, without the consent of the Claimant, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term the giving by the alleging party or plaintiff to the Claimant of a release from all liability in respect to such claim or litigation.
Article 7. Assignment.
A. | This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. |
B. | FAS may, without further consent on the part of the Investment Company, assign its rights and obligations under this Agreement to any entity ultimately controlled by Federated Investors, Inc. |
C | Except as provided in Paragraph 7.B., FAS may not assign its rights and obligations under this Agreement, whether directly or by operation of law, without the prior written consent of the Investment Company, which consent may not be unreasonably withheld. |
Article 8. Representations and Warranties.
FAS represents and warrants to the Investment Company that:
1. | It is a statutory 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 each jurisdiction where the nature of its business requires such qualification, and in the state of Delaware; |
3. | It is empowered under applicable laws and by its Declaration of Trust and by-laws to enter into and perform this Agreement; and |
4. | All requisite corporate proceedings have been taken to authorize it to enter into and perform its obligations under this Agreement. |
Article 9. Term and Termination of Agreement.
A. | This Agreement shall be effective from the date set forth above and shall continue indefinitely with respect to each Investment Company and Fund until terminated as follows: |
1. | the Agreement may be terminated by FAS at any time, without payment of any penalty, upon eighteen (18) months’ written notice to the Investment Company; |
2. | the Agreement may be terminated by the Investment Company at any time, without payment of any penalty, upon eighteen (18) months’ written notice to FAS; however, in the event, of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties by FAS, the Investment Company may terminate the Agreement upon 60 days’ written notice to FAS, provided that FAS has not cured such willful misfeasance, bad faith, gross negligence or reckless disregard of its duties within the 60 day period of such notice of termination. |
B. | The termination of this Agreement with respect to one Investment Company or Fund shall not result in the termination of this Agreement with respect to any other Investment Company or Fund. Investment Companies that merge or dissolve during the term of the Agreement, shall, upon payment of all outstanding fees and Out of Pocket Expenses, cease to be a party on the effective date of such merger or dissolution. |
C. | Articles 6 and 19, 20, 21 and 22 shall survive the termination of this Agreement. |
Article 10. Amendment.
This Agreement may be amended or modified only by a written agreement executed by both parties.
Article 11. Interpretive and Additional Provisions.
In connection with the operation of this Agreement, FAS and the Investment Company may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by both parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of any charter document.
Article 12. Governing Law.
This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to any conflicts or choice of laws rule or provision that would result in the application of the domestic substantive laws of any other jurisdiction.
Article 13. Notices.
Except as otherwise specifically provided herein, notices and other writings delivered or mailed postage prepaid to the Investment Company at 4000 Ericsson Drive, Warrendale, Pennsylvania 15086, or to FAS at Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or to such other address as the Investment Company or FAS may hereafter specify, shall be deemed to have been properly delivered or given hereunder to the respective address.
Article 14. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original.
Article 15. 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 16. Successor Administrator.
If a successor Administrator for the Investment Company shall be appointed by the Investment Company, FAS shall upon termination of this Agreement deliver to such successor Administrator at the office of FAS all properties of the Investment Company held by it hereunder. If no such successor Administrator shall be appointed, FAS shall at its office upon receipt of Proper Instructions deliver such properties in accordance with such instructions.
Each Fund will bear all out-of-pocket expenses arising from the transition of Administrative Services to a successor Administrator, including without limitation the expenses of moving or transmitting materials to the successor Administrator.
Article 17. Force Majeure.
If either party is unable to carry out any of its obligations under this Agreement because of conditions beyond its reasonable control, including, but not limited to, acts of war or terrorism, work stoppages, fire, civil disobedience, delays associated with hardware malfunction or availability, riots, rebellions, storms, electrical failures, acts of God, and similar occurrences (“Force Majeure”), this Agreement will remain in effect and the non-performing party’s obligations shall be suspended without liability for a period equal to the period of the continuing Force Majeure (which such period shall not exceed fifteen (15) business days), provided that:
1. | the non-performing party gives the other party prompt notice describing the Force Majeure, including the nature of the occurrence and its expected duration and, where reasonably practicable, continues to furnish regular reports with respect thereto during the period of Force Majeure; |
2. | the suspension of obligations is of no greater scope and of no longer duration than is required by the Force Majeure; |
3. | no obligations of either party that accrued before the Force Majeure are excused as a result of the Force Majeure; and |
4. | the non-performing Party uses reasonable efforts to remedy its inability to perform as quickly as possible. |
Article 18. Severability.
In the event any provision of this Agreement is held illegal, void or unenforceable, the balance shall remain in effect.
Article 19. Limitations of Liability of the Board and Shareholders of the Investment Company.
The execution and delivery of this Agreement have been authorized by the Board of the Investment Company and signed by an authorized officer of the Investment Company, acting as such, and neither such authorization by the Board 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 member of the Board or Shareholders of the Investment Company, but bind only the property of the Fund, or Class, as provided in the Declaration of Trust.
Article 20. Limitations of Liability of Trustees and Shareholders of the Company.
The execution and delivery of this Agreement have been authorized by the Trustees of FAS and signed by an authorized officer of FAS, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any of the Trustees or Shareholders of FAS, but bind only the property of FAS, as provided in FAS’s Declaration of Trust.
Article 21. Confidential Information.
A. Definition. Each party shall safeguard and hold confidential from disclosure to unauthorized parties all Confidential Information of the other party. For purposes of this Article, “Confidential Information” shall mean any and all non-public information which is in any way connected with, derived from or related to the business of the other party which is either designated as confidential or which, by its nature or under the circumstances surrounding its disclosure, reasonably ought to be treated as confidential, and any notes, memoranda, analyses compilations, studies and other documents, whether prepared by the party or others, to the extent they contain or otherwise reflect such information.
B. Exceptions. Confidential Information shall not include information to the extent such information (i) is already known to the receiving party free of any restriction at the time obtained, including information in the public domain; (ii) is subsequently learned from an independent third party free of restriction; (iii) becomes publicly known through no breach of this Article; or (iv) is independently developed by one party without reference to information which is confidential.
C. Security. Each party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, to keep confidential the Confidential Information.
D. Use of Information. Confidential Information may be disclosed, reproduced, used, summarized or distributed only as necessary in the ordinary course of business to provide the services identified in the Agreement, and only as otherwise provided hereunder or as specifically required or permitted by applicable law.
Article 22. Privacy.
A. | The Investment Company may disclose shareholder/customer non-public information (“NPI”) to FAS as agent of the Investment Company and solely in furtherance of fulfilling FAS’s contractual obligations under this Agreement in the ordinary course of business to support the Investment Company and its shareholders. |
B. | FAS hereby agrees to be bound to use and redisclose such NPI (i) for the limited purpose of fulfilling its duties and obligations under this Agreement; (ii) as permitted under Regulation S-P; and (iii) as required by any applicable federal or state law or regulation or request of or by any governmental or regulatory authority or self-regulatory organization having jurisdiction over FAS or the Investment Company. |
C. | FAS represents and warrants that it has implemented, and will continue to carry out for the term of this Agreement, policies and procedures in compliance with all applicable laws and regulations regarding the privacy of shareholder information which are reasonably designed to: |
1. | insure the security and confidentiality of records and NPI of Investment Company shareholders/customers, including but not limited to encrypting such information as required by applicable federal and state laws or regulations; |
2. | protect against any anticipated threats or hazards to the security or integrity of Investment Company customer records and NPI; and |
3. | protect against unauthorized access to or use of such Investment Company customer records or NPI that could result in substantial harm or inconvenience to any Investment Company customer. |
Article 23. Further Assurance.
Each party agrees to promptly sign all documents and take any additional actions reasonably requested by the other to accomplish the purposes of this Agreement.
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.
INVESTMENT COMPANIES |
(listed on Exhibit A hereto) |
|
By: /s/ J. Christopher Donahue |
Name: J. Christopher Donahue |
Title: President |
FEDERATED ADMINISTRATIVE SERVICES |
|
By: /s/ Peter J. Germain |
Name: Peter J. Germain |
Title: President |
Second Amended and Restated Agreement for Administrative Services
EXHIBIT A
This contract is for Federated Funds only.
(Revised as of December 1, 2020
CONTRACT
DATE | INVESTMENT COMPANY | ||
11/1/03 | Federated Hermes Adjustable Rate Securities Trust | ||
11/1/03 | Federated Hermes Adjustable Rate Fund | Institutional Shares | |
11/1/03 | Service Shares | ||
6/1/17 | Federated Hermes Adviser Series | ||
6/1/19 | Federated Hermes Emerging Markets Equity Fund | Class A Shares | |
6/1/19 | Class C Shares | ||
6/1/19 | Institutional Shares | ||
6/1/19 | Class R6 Shares | ||
12/1/18 | Federated Hermes Absolute Return Credit Fund | ||
12/1/18 | Class A Shares | ||
12/1/18 | Class C Shares | ||
12/1/18 | Institutional Shares | ||
12/1/18 | Class R6 Shares | ||
12/1/20 | * | Federated Hermes Conservative Microshort Fund | Class A Shares |
12/1/20 | Institutional Shares | ||
12/1/20 | * | Federated Hermes Conservative Municipal Microshort Fund | Class A Shares |
12/1/20 | Institutional Shares | ||
12/1/18 | Federated Hermes Global Equity Fund | ||
12/1/18 | Class A Shares | ||
12/1/18 | Class C Shares | ||
12/1/18 | Institutional Shares | ||
12/1/18 | Class R6 Shares | ||
12/1/18 | Federated Hermes Global Small Cap Fund | ||
12/1/18 | Class A Shares | ||
12/1/18 | Class C Shares | ||
12/1/18 | Institutional Shares | ||
12/1/18 | Class R6 Shares | ||
3/1/19 | Federated Hermes International Developed Equity Fund | ||
3/1/19 | Class A Shares | ||
3/1/19 | Class C Shares | ||
3/1/19 | Institutional Shares | ||
3/1/19 | Class R6 Shares | ||
9/1/18 | Federated Hermes SDG Engagement Equity Fund | ||
9/1/18 | Class A Shares | ||
9/1/18 | Class C Shares | ||
9/1/18 | Class R6 Shares | ||
9/1/18 | Institutional Shares | ||
9/1/18 | Federated Hermes SDG Engagement High Yield Credit Fund | ||
9/1/18 | Class A Shares | ||
9/1/18 | Class C Shares | ||
9/1/18 | Class R6 Shares | ||
9/1/18 | Institutional Shares | ||
12/1/18 | Federated Hermes Unconstrained Credit Fund | ||
12/1/18 | Class A Shares | ||
12/1/18 | Class C Shares | ||
12/1/18 | Institutional Shares | ||
12/1/18 | Class R6 Shares | ||
3/1/20 | Federated Hermes US SMID Fund | ||
3/1/20 | Class A Shares | ||
3/1/20 | Class C shares | ||
3/1/20 | Institutional Share | ||
3/1/20 | Class R6 Shares | ||
6/1/19 | Federated Hermes International Equity Fund | ||
6/1/19 | Class A Shares | ||
6/1/19 | Class C Shares | ||
6/1/19 | Class R6 Shares | ||
Institutional Shares | |||
6/1/19 | Federated Hermes International Growth Fund | ||
6/1/19 | Class A Shares | ||
6/1/19 | Class C Shares | ||
6/1/19 | Class R6 Shares | ||
Institutional Shares | |||
6/1/19 | |||
6/1/17 | Federated Hermes MDT Large Cap Value Fund | ||
6/1/17 | Class A Shares | ||
6/1/17 | Class B Shares | ||
6/1/17 | Class C Shares | ||
6/1/17 | Class R Shares | ||
6/1/17 | Class R6 Shares | ||
6/1/17 | Institutional Shares | ||
6/1/17 | Service Shares | ||
11/1/03 | Federated Hermes Core Trust | ||
03/1/16 | Emerging Markets Core Fund | ||
9/1/10 | Bank Loan Core Fund | ||
11/1/03 | Federated Mortgage Core Portfolio | ||
11/1/03 | High-Yield Bond Portfolio | ||
3/1/08 | Federated Hermes Core Trust III | ||
Project and Trade Finance Core Fund | |||
11/1/03 | Federated Hermes Equity Funds | ||
12/1/08 | Federated Hermes Clover Small Value Fund | ||
12/1/08 | Class A Shares | ||
12/1/08 | Class C Shares | ||
12/1/08 | Institutional Shares | ||
12/29/10 | Class R Shares | ||
3/1/16 | Class R6 Shares | ||
3/1/08 | Federated Hermes International Strategic Value Dividend Fund | ||
3/1/08 | Class A Shares | ||
3/1/08 | Class C Shares | ||
9/1/16 | Class R6 Shares | ||
9/1/16 | Institutional Shares | ||
11/1/03 | Federated Hermes Kaufmann Fund | ||
11/1/03 | Class A Shares | ||
11/1/03 | Class B Shares | ||
11/1/03 | Class C Shares | ||
11/1/03 | Class R Shares | ||
9/1/16 | Institutional Shares | ||
9/17/07 | Federated Hermes Kaufmann Large Cap Fund | ||
9/17/07 | Class A Shares | ||
9/17/07 | Class C Shares | ||
9/17/07 | Class R Shares | ||
12/30/13 | Class R6 Shares | ||
9/17/07 | Institutional Shares | ||
11/1/03 | Federated Hermes Kaufmann Small Cap Fund | ||
11/1/03 | Class A Shares | ||
11/1/03 | Class B Shares | ||
11/1/03 | Class C Shares | ||
9/1/05 | Class R Shares | ||
9/1/17 | Class R6 Shares | ||
9/1/15 | Institutional Shares | ||
11/1/03 | Federated Hermes MDT Mid Cap Growth Fund | ||
11/1/03 | Class A Shares | ||
11/1/03 | Class C Shares | ||
9/1/06 | Class R6 Shares | ||
12/1/09 | Institutional Shares | ||
9/1/08 | Federated Hermes Prudent Bear Fund | ||
9/1/08 | Class A Shares | ||
9/1/08 | Class C Shares | ||
9/1/08 | Institutional Shares | ||
12/1/04 | Federated Hermes Strategic Value Dividend Fund | ||
12/1/04 | Class A Shares | ||
12/1/04 | Class C Shares | ||
3/1/05 | Class R6 Shares | ||
6/1/16 | Institutional Shares | ||
11/1/03 | Federated Hermes Equity Income Fund, Inc. | ||
11/1/03 | Class A Shares | ||
11/1/03 | Class B Shares | ||
11/1/03 | Class C Shares | ||
11/1/03 | Class F Shares | ||
1/25/13 | Class R Shares | ||
3/1/12 | Institutional Shares | ||
11/1/03 | Federated Hermes Fixed Income Securities, Inc. | ||
11/1/03 | Federated Hermes Strategic Income Fund | ||
11/1/03 | Class A Shares | ||
11/1/03 | Class B Shares | ||
11/1/03 | Class C Shares | ||
11/1/03 | Class F Shares | ||
1/27/17 | Class R6 Shares | ||
9/1/07 | Institutional Shares | ||
11/1/03 | Federated Hermes Municipal Ultrashort Fund | ||
11/1/03 | Class A Shares | ||
11/1/03 | Institutional Shares | ||
3/1/19 | Class R6 Shares | ||
6/1/08 | Federated Hermes Global Allocation Fund | ||
6/1/08 | Class A Shares | ||
6/1/08 | Class B Shares | ||
6/1/08 | Class C Shares | ||
6/1/08 | Class R Shares | ||
3/1/16 | Class R6 Shares | ||
3/1/09 | Institutional Shares | ||
11/1/03 | Federated Hermes Government Income Securities, Inc. | ||
11/1/03 | Class A Shares | ||
11/1/03 | Class C Shares | ||
11/1/03 | Class F Shares | ||
3/1/20 | Institutional Shares | ||
11/1/03 | Federated Hermes Government Income Trust | ||
11/1/03 | Federated Hermes Government Income Fund | Institutional Shares | |
11/1/03 | Service Shares | ||
11/1/03 | Federated Hermes High Income Bond Fund, Inc. | ||
11/1/03 | Class A Shares | ||
11/1/03 | Class B Shares | ||
11/1/03 | Class C Shares | ||
1/27/17 | Class R6 Shares | ||
1/27/17 | Institutional Shares | ||
11/1/03 | Federated Hermes High Yield Trust | ||
3/1/14 | Federated Hermes Opportunistic High Yield Bond Fund | Class A Shares | |
3/1/14 | Class C Shares | ||
4/30/10 | Service Shares | ||
6/1/13 | Institutional Shares | ||
9/1/16 | Class R6 Shares | ||
11/1/03 | Federated Hermes Income Securities Trust | ||
11/1/03 | Federated Hermes Capital Income Fund | ||
11/1/03 | Class A Shares | ||
11/1/03 | Class B Shares | ||
11/1/03 | Class C Shares | ||
11/1/03 | Class F Shares | ||
6/1/13 | Class R Shares | ||
3/1/12 | Institutional Shares | ||
9/1/10 | Federated Hermes Floating Rate Strategic Income Fund | ||
9/1/10 | Class A Shares | ||
9/1/10 | Class C Shares | ||
9/1/10 | Institutional Shares | ||
9/1/16 | Class R6 Shares | ||
11/1/03 | Federated Hermes Fund for U.S. Government Securities | ||
11/1/03 | Class A Shares | ||
11/1/03 | Class B Shares | ||
11/1/03 | Class C Shares | ||
3/1/20 | Institutional Shares | ||
11/1/03 | Federated Hermes Intermediate Corporate Bond Fund | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated Hermes Muni and Stock Advantage Fund | ||
11/1/03 | Class A Shares | ||
11/1/03 | Class B Shares | ||
11/1/03 | Class C Shares | ||
5/29/07 | Class F Shares | ||
12/1/10 | Institutional Shares | ||
12/1/05 | Federated Hermes Real Return Bond Fund | ||
12/1/05 | Class A Shares | ||
12/1/05 | Class C Shares | ||
12/1/05 | Institutional Shares | ||
11/1/03 | Federated Hermes Short-Term Income Fund | ||
12/1/03 | Class A Shares | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
9/1/16 | Class R6 Shares | ||
11/1/03 | Federated Hermes Institutional Trust | ||
11/1/03 | Federated Hermes Government Ultrashort Fund | ||
11/1/03 | Class A Shares | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
3/1/16 | Class R6 Shares | ||
11/1/03 | Federated Hermes Institutional High Yield Bond Fund | ||
12/1/07 | Institutional Shares | ||
03/1/16 | R6 Shares | ||
6/1/05 | Federated Hermes Short-Intermediate Total Return Bond Fund | ||
1/31/14 | Class A Shares | ||
9/1/16 | Class R6 Shares | ||
6/1/05 | Institutional Shares | ||
6/1/05 | Service Shares | ||
11/1/03 | Federated Hermes Insurance Series | ||
11/1/03 | Federated Hermes Fund for U.S. Government Securities II | ||
11/1/03 | Federated Hermes High Income Bond Fund II | ||
11/1/03 | Primary Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated Hermes Kaufmann Fund II | ||
11/1/03 | Primary Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated Hermes Managed Volatility Fund II | ||
6/1/18 | Primary Shares | ||
6/1/18 | Service Shares | ||
11/1/03 | Federated Hermes Government Money Fund II | ||
9/1/15 | Primary Shares | ||
9/1/15 | Service Shares | ||
11/1/03 | Federated Hermes Quality Bond Fund II | ||
11/1/03 | Primary Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated Hermes International Series, Inc. | ||
11/1/03 | Federated Hermes Global Total Return Bond Fund | ||
11/1/03 | Class A Shares | ||
11/1/03 | Class C Shares | ||
9/1/16 | Institutional Shares | ||
11/1/03 | Federated Hermes Investment Series Funds, Inc. | ||
11/1/03 | Federated Hermes Corporate Bond Fund | ||
11/1/03 | Class A Shares | ||
11/1/03 | Class B Shares | ||
11/1/03 | Class C Shares | ||
11/1/03
9/1/16 |
Class F Shares Class R6 Shares |
||
9/1/07 | Institutional Shares | ||
12/1/05 | Federated Hermes Managed Pool Series | ||
12/1/05 | Federated Hermes Corporate Bond Strategy Portfolio | ||
12/1/05 | Federated Hermes High-Yield Strategy Portfolio | ||
12/1/05 | Federated Hermes International Bond Strategy Portfolio | ||
12/1/14 | Federated Hermes International Dividend Strategy Portfolio | ||
12/1/05 | Federated Hermes Mortgage Strategy Portfolio | ||
7/31/06 | Federated Hermes MDT Series | ||
7/31/06 | Federated Hermes MDT All Cap Core Fund | ||
7/31/06 | Class A Shares | ||
7/31/06 | Class C Shares | ||
9/1/16 | Class R6 Shares | ||
7/31/06 | Institutional Shares | ||
7/31/06 | Federated Hermes MDT Balanced Fund | ||
7/31/06 | Class A Shares | ||
7/31/06 | Class C Shares | ||
9/1/16 | Class R6 Shares | ||
7/31/06 | Institutional Shares | ||
7/31/06 | Federated Hermes MDT Large Cap Growth Fund | ||
7/31/06 | Class A Shares | ||
3/1/07 | Class B Shares | ||
7/31/06 | Class C Shares | ||
7/31/06 | Institutional Shares | ||
7/31/06 | Federated Hermes MDT Small Cap Core Fund | ||
7/31/06 | Class A Shares | ||
7/31/06 | Class C Shares | ||
7/31/06 | Institutional Shares | ||
3/1/16 | Class R6 Shares | ||
7/31/06 | Federated Hermes MDT Small Cap Growth Fund | ||
7/31/06 | Class A Shares | ||
7/31/06 | Class C Shares | ||
7/31/06 | Institutional Shares | ||
3/1/16 | Class R6 Shares | ||
11/1/03 | Federated Hermes Municipal Bond Fund, Inc. | ||
11/1/03 | Class A Shares | ||
11/1/03 | Class B Shares | ||
11/1/03 | Class C Shares | ||
5/29/07 | Class F Shares | ||
6/1/17 | Institutional Shares | ||
11/1/03 | Federated Hermes Municipal Securities Income Trust | ||
11/1/03 | Federated Hermes Michigan Intermediate Municipal Fund | ||
12/1/04 | Class A Shares | ||
3/1/20 | Institutional Shares | ||
6/1/06 | Federated Hermes Municipal High Yield Advantage Fund | ||
6/1/06 | Class A Shares | ||
6/1/06 | Class B Shares | ||
6/1/06 | Class C Shares | ||
6/1/06 | Class F Shares | ||
6/1/13 | Institutional Shares | ||
11/1/03 | Federated Hermes Ohio Municipal Income Fund | ||
9/1/08 | Class A Shares | ||
11/1/03 | Class F Shares | ||
3/1/20 | Institutional Shares | ||
11/1/03 | Federated Hermes Pennsylvania Municipal Income Fund | ||
11/1/03 | Class A Shares | ||
3/1/20 | Institutional Shares | ||
11/1/03 | Federated Hermes Premier Municipal Income Fund | ||
(limited purpose of Administrative Services) | |||
11/1/03 | Common Shares | ||
Auction Market Preferred Shares | |||
10/1/16 |
Federated Hermes Project and Trade Finance Tender Fund (limited purpose of Administrative Services) |
||
11/1/03 | Federated Hermes Short-Intermediate Municipal Fund | ||
7/1/06 | Class A Shares | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated Hermes Total Return Government Bond Fund | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
3/1/16 | R6 Shares | ||
11/1/03 | Federated Hermes Total Return Series, Inc. | ||
11/1/03 | Federated Hermes Select Total Return Bond Fund | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated Hermes Total Return Bond Fund | ||
11/1/03 | Class A Shares | ||
11/1/03 | Class B Shares | ||
11/1/03 | Class C Shares | ||
11/1/03 | Class R Shares | ||
4/17/15 | Class R6 Shares | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated Hermes Ultrashort Bond Fund | ||
11/1/03 | Class A Shares | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
3/1/19 | Class R6 Shares | ||
11/1/03 | Federated Hermes Short-Term Government Fund | ||
11/1/03 | Class Y Shares | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
11/1/03 |
Federated Hermes Short-Intermediate Government Fund
|
||
11/1/03 | Class R Shares | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated Hermes World Investment Series, Inc. | ||
11/1/03 | Federated Hermes Emerging Market Debt Fund | ||
11/1/03 | Class A Shares | ||
11/1/03 | Class C Shares | ||
3/1/12 | Institutional Shares | ||
11/1/03 | Federated Hermes International Leaders Fund | ||
11/1/03 | Class A Shares | ||
11/1/03 | Class B Shares | ||
11/1/03 | Class C Shares | ||
6/1/13 | Class R Shares | ||
6/1/13 | Class R6 Shares | ||
6/15/10 | Institutional Shares | ||
11/1/03 | Federated Hermes International Small-Mid Company Fund | ||
11/1/03 | Class A Shares | ||
11/1/03 | Class C Shares | ||
3/1/08 | Institutional Shares | ||
11/1/03 | Federated Hermes Intermediate Municipal Trust | ||
11/1/03 | Federated Hermes Intermediate Municipal Fund | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated Hermes Money Market Obligations Trust | ||
11/1/03 | Federated Hermes California Municipal Cash Trust | ||
12/1/04 | Capital Shares | ||
11/1/03 | Cash II Shares | ||
12/1/04 | Cash Series Shares | ||
11/1/03 | Wealth Shares | ||
11/1/03 | Service Shares | ||
12/1/04 | Federated Hermes Capital Reserves Fund | ||
11/1/03 | Federated Hermes Government Obligations Fund | ||
9/1/17 | Administrative Shares | ||
6/1/17 | Advisor Shares | ||
12/1/04 | Capital Shares | ||
6/1/15 | Cash II Shares | ||
6/1/15 | Cash Series Shares | ||
12/1/15 | Class R Shares | ||
11/1/03 | Institutional Shares | ||
12/1/14 | Premier Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Trust Shares | ||
11/1/03 | Federated Hermes Government Obligations Tax Managed Fund | ||
6/1/15 | Automated Shares | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
12/1/04 | Federated Hermes Government Reserves Fund | ||
6/1/15 | Class A Shares | ||
6/1/15 | Class B Shares | ||
6/1/15 | Class C Shares | ||
6/1/15 | Class F Shares | ||
6/1/15 | Class P Shares | ||
11/1/03 | Federated Hermes Institutional Money Market Management | ||
3/1/14 | Capital Shares | ||
9/1/07 | Eagle Shares | ||
9/1/07 | Institutional Shares | ||
3/1/14 | Service Shares | ||
11/1/03 | Federated Hermes Institutional Prime Obligations Fund | ||
11/1/03 | Capital Shares | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated Hermes Institutional Prime Value Obligations Fund | ||
11/1/03 | Capital Shares | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated Hermes Institutional Tax-Free Cash Trust | ||
12/1/15 | Premier Shares | ||
12/1/15 | Institutional Shares | ||
11/1/03 | Federated Hermes Municipal Obligations Fund | ||
10/27/17 | Automated Shares | ||
11/1/03 | Capital Shares | ||
6/1/15 | Cash II Shares | ||
6/1/15 | Cash Series Shares | ||
6/1/15 | Investment Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Wealth Shares | ||
11/1/03 | Federated Hermes New York Municipal Cash Trust | ||
11/1/03 | Cash II Shares | ||
12/1/04 | Cash Series Shares | ||
12/1/04 | Wealth Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Federated Hermes Prime Cash Obligations Fund | ||
6/1/17 | Advisor Shares | ||
6/1/15 | Automated Shares | ||
11/1/03 | Capital Shares | ||
6/1/15 | Cash II Shares | ||
6/1/15 | Cash Series Shares | ||
6/1/15 | Class R Shares | ||
11/1/03 | Wealth Shares | ||
11/1/03 | Service Shares | ||
6/1/15 | Trust Shares | ||
11/1/03 | Federated Hermes Tax-Free Obligations Fund | ||
6/1/17 | Advisor Shares | ||
11/1/03 | Service Shares | ||
11/1/03 | Wealth Shares | ||
11/1/03 | Federated Hermes Treasury Obligations Fund | ||
6/13/14 | Automated Shares | ||
11/1/03 | Capital Shares | ||
11/1/03 | Institutional Shares | ||
Service Shares | |||
11/1/03 | Trust Shares | ||
11/1/03 | Federated Hermes Trust for U.S. Treasury Obligations | ||
6/1/15 | Cash II Shares | ||
6/1/15 | Cash Series Shares | ||
6/1/15 | Institutional Shares | ||
11/1/03 | Federated Hermes U.S. Treasury Cash Reserves | ||
11/1/03 | Institutional Shares | ||
11/1/03 | Service Shares |
* Not effective until January 21, 2021
EXHIBIT B
Funds Not Charged an Administrative Services Fee
Emerging Markets Core Fund
Federated Mortgage Core Portfolio
High Yield Bond Core Portfolio
Bank Loan Core Fund
Project and Trade Finance Core Fund
Exhibit 28 (h)(3)(b) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
EXECUTION COPY
SUB-ADMINISTRATION AGREEMENT
This Sub-Administration Agreement (“Agreement”) dated and effective as of October 1, 2011 by and between State Street Bank and Trust Company, a Massachusetts trust company having its principal office and place of business at One Lincoln Street, Boston, Massachusetts 02111 (the “Sub-Administrator”), and Federated Administrative Services, a Delaware statutory trust having its principal office and place of business at Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779 (the “Administrator”).
WHEREAS, each of the investment companies listed on Schedule A hereto (each, a “Fund” and collectively, the “Funds”) is an open-end management investment company currently comprised of multiple series (each, a “Portfolio” and collectively, the “Portfolios”), and is registered with the U.S. Securities and Exchange Commission (“SEC”) by means of a registration statement (“Registration Statement”) under the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, the Funds have retained the Administrator to furnish certain administrative services to the Funds pursuant to an Agreement for Administrative Services, dated as of November 1, 2003, as amended, by and between the Funds and the Administrator (the “Administration Agreement”); and
WHEREAS, the Administrator desires to retain the Sub-Administrator to furnish certain tax services to the Funds, and Sub-Administrator is willing to furnish such services, on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows:
1. APPOINTMENT OF SUB-ADMINISTRATOR
The Administrator hereby appoints the Sub-Administrator to act as sub-administrator to the Funds for purposes of providing certain tax services for the period and on the terms set forth in this Agreement. The Sub-Administrator accepts such appointment and agrees to render the services stated herein.
The Funds currently consist of the Portfolios of shares as listed in Schedule A to this Agreement. In the event that the Administrator establishes one or more additional Fund(s) with respect to which it wishes to retain the Sub-Administrator to act as sub-administrator hereunder, the Sub-Administrator shall notify the Sub-Administrator in writing. Upon written acceptance by the Sub-Administrator, such Fund(s) shall become subject to the provisions of this Agreement to the same extent as the existing Funds, except to the extent that such provisions (including those relating to compensation and expenses payable) may be modified with respect to such Fund(s) in writing by the Administrator and the Sub-Administrator at the time of the addition of such Fund(s).
2. DELIVERY OF DOCUMENTS
The Administrator will promptly deliver to the Sub-Administrator, upon request of the Sub-Administrator, copies of each of the following documents and all future amendments and supplements, if any:
a. | Each Fund’s organizational documents; |
b. | Each Fund’s currently effective registration statement under the 1940 Act and each Prospectus and Statement of Additional Information relating to the Fund and all amendments and supplements thereto as in effect from time to time; |
c. | A Certificate of the Administrator’s Secretary certifying the authorization of: (1) the Administrator to enter into this Agreement and (2) certain individuals on behalf of the Administrator to give instructions to the Sub- Administrator pursuant to this Agreement (“Authorized Persons”); |
d. | A copy of the Administration Agreement, investment advisory agreement and any other service agreements between the Funds and its investment advisor; and |
e. | Such other certificates, documents or opinions which the Sub-Administrator may, in its reasonable discretion, deem necessary or appropriate in the proper performance of its duties. |
3. REPRESENTATIONS AND WARRANTIES OF THE SUB-ADMINISTRATOR
The Sub-Administrator represents and warrants to the Administrator that:
a. | It is a Massachusetts trust company, duly organized and existing under the laws of The Commonwealth of Massachusetts; |
b. | It has the corporate power and authority to carry on its business in The Commonwealth of Massachusetts; |
c. | All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; |
d. | No legal or administrative proceedings have been instituted or threatened which would materially impair the Sub-Administrator’s ability to perform its duties and obligations under this Agreement; and |
e. | Its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Sub-Administrator or any law or regulation applicable to it. |
4. REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR
The Administrator represents and warrants to the Sub-Administrator that:
a. | It is a statutory trust, duly organized, existing and in good standing under the laws of the State of Delaware; |
b. | It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into, perform and receive services pursuant to this Agreement; |
c. | All requisite proceedings have been taken to authorize it to enter into, perform and receive services pursuant to this Agreement; |
d. | No legal or administrative proceedings have been instituted or threatened which would impair the Administrator’s ability to perform its duties and obligations under this Agreement; |
e. | Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Administrator or any law or regulation applicable to it; and |
f. | With respect to each Fund: |
(1) | It is duly organized, existing and in good standing under the laws of the state of its formation; |
(2) | It is an investment company properly registered with the SEC under the 1940 Act; |
(3) | A registration statement under the 1940 Act has been filed and will be effective and remain effective during the term of this Agreement; and |
(4) | As of the effective date of this Agreement, all necessary filings under the securities laws of the state in which the Fund offers or sells its shares have been made. |
5. SUB-ADMINISTRATION SERVICES
The Sub-Administrator shall provide the services set forth in Schedule B to this Agreement, subject to the authorization and direction of the Administrator or other Authorized Persons, as the case may be, and, in each case where appropriate, the review and comment by the Fund’s independent accountants and legal counsel and in accordance with procedures which may be established from time to time between the Administrator and Sub-Administrator.
The Sub-Administrator shall perform such other services for the Funds that are mutually agreed to by the parties from time to time, for which the Administrator will pay such fees as may be mutually agreed upon, including the Sub-Administrator’s reasonable out-of-pocket expenses. The provision of such services shall be subject to the terms and conditions of this Agreement.
The Sub-Administrator shall provide the office facilities and the personnel determined by it to perform the services contemplated herein.
6. FEES; EXPENSES; EXPENSE REIMBURSEMENT
The Sub-Administrator shall receive from the Administrator such compensation for the Sub-Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties. The fees are billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for any work completed prior to the termination shall be payable upon the date of termination of this Agreement. In addition, the Administrator shall reimburse the Sub-Administrator for its reasonable out-of-pocket costs incurred in connection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement.
The Administrator agrees promptly to reimburse the Sub-Administrator for any other reasonable expenses not contemplated by this Agreement that the Sub-Administrator may incur on the Administrator’s behalf or the Administrator’s request or with the Administrator’s consent.
The Administrator and the Funds will bear all expenses that are incurred in the operation of the Funds and not specifically assumed by the Sub-Administrator.
The Sub-Administrator is authorized to and may employ, associate or contract with such person or persons as the Sub-Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however that the compensation of such person or persons shall be paid by the Sub-Administrator and that the Sub-Administrator shall be as fully responsible to the Administrator for the acts and omissions of any such person or persons as it is for its own acts and omissions.
7. INSTRUCTIONS AND ADVICE
At any time, the Sub-Administrator may apply to any officer of the Administrator or any Authorized Persons for instructions and may consult with its own legal counsel or outside counsel for a Fund or the independent accountants for a Fund at the reasonable expense of the Administrator, with respect to any matter arising in connection with the services to be performed by the Sub-Administrator under this Agreement.
The Sub-Administrator shall not be liable, and shall be indemnified by the Administrator, for any action taken or omitted by it in good faith in reliance upon any such instructions or advice or upon any paper or document believed by it to be genuine and to have been signed by an Authorized Person or by Authorized Persons. The Sub-Administrator shall not be held to have notice of any change of authority of any person until receipt of written notice thereof from the Administrator. Nothing in this section shall be construed as imposing upon the Sub-Administrator any obligation to seek such instructions or advice, or to act in accordance with such advice when received.
8. LIMITATION OF LIABILITY AND INDEMNIFICATION
The Sub-Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Administrator or a Fund insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s duties hereunder in reliance upon records that were maintained for the Administrator or a Fund by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as Sub-Administrator for the Funds. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence or willful misconduct of the Sub-Administrator, its officers or employees. The Sub-Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, except as otherwise agreed to in writing by the parties hereto, the Sub-Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Fund and the Administrator under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fund and Administrator including, but not limited to, any liability relation to qualification of a Fund as regulated investment company or any liability relating to a Fund’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Sub-Administrator’s liability for that period have occurred. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Sub-Administrator for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2011 shall be the date of this Agreement through December 31, 2011, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2012 and terminating on December 31, 2012 shall be the date of this Agreement through December 31, 2011, calculated on an annualized basis.
The Sub-Administrator shall not be responsibility or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption.
The Administrator shall indemnify and hold the Sub-Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Sub-Administrator resulting from any claim, demand, action or suit in connection with the Sub-Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by an Authorized Person, or upon reasonable reliance on information or records given or made by a Fund or the Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator, its officers or employees in cases of its or their own negligence or willful misconduct.
The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.
9. CONFIDENTIALITY
The parties hereto agree that each shall treat confidentially all information provided by each party to the other party regarding its business and operations. All confidential information provided by a party hereto shall be used by the other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. Neither party will use or disclose confidential information for purposes other than the activities contemplated by this Agreement or except as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, or except at the request or with the written consent of the other party. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s employees, contractors, agents, professional advisors, auditors or persons performing similar functions.
The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ii) that is independently derived by a party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where
the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld.
The undertakings and obligations contained in this Section shall survive the termination or expiration of this Agreement for a period of three (3) years.
10. | COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS |
The Administrator acknowledges that the each Fund assumes full responsibility for complying with all securities, tax, commodities and other laws, rules and regulations applicable to it.
In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Administrator agrees that all records that it maintains for a Fund shall at all times remain the property of such Fund, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request except as otherwise provided in Section 12. The Sub-Administrator further agrees that all records that it maintains for a Fund pursuant to Rule 31a-1 under the 1940 Act will be preserved for the periods prescribed by Rule 31a-2 under the 1940 Act unless any such records are earlier surrendered as provided above. Records may be surrendered in either written or machine-readable form, at the option of the Sub-Administrator.
11. SERVICES NOT EXCLUSIVE
The services of the Sub-Administrator to the Administrator are not to be deemed exclusive, and the Sub-Administrator shall be free to render similar services to others. The Sub-Administrator shall be deemed to be an independent contractor and shall, unless otherwise expressly provided herein or authorized by the Administrator from time to time, have no authority to act or represent any Fund or the Administrator in any way or otherwise be deemed an agent of any Fund or the Administrator.
12. EFFECTIVE PERIOD AND TERMINATION
This Agreement shall remain in full force and effect for an initial term ending February 28, 2015 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to a Fund or any Portfolio, the
Administrator or applicable Fund or Portfolio shall pay Sub-Administrator its compensation due and shall reimburse Sub-Administrator for its costs, expenses and disbursements.
In the event of: (i) the Administrator’s termination of this Agreement with respect to a Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Sub-Administrator is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the Administrator shall pay the Sub-Administrator its compensation due under the terms hereof as of the date of such termination and shall reimburse the Sub-Administrator for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Sub-Administrator will deliver the Fund’s such Portfolio’s records as set froth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets as a result of the Board of Trustees of the Fund’s determination in its reasonable business judgment that such Fund or Portfolio is no longer viable, (b) a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, or (c) the sale by a Fund or Portfolio of all, or substantially all, of the Fund’s or Portfolio’s assets to another entity, in each of (b) and (c) where the Sub-Administrator is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement.
Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio.
13. NOTICES
Any notices or other communication authorized or required by this Agreement to be given to either party shall be in writing and deemed to have been given when delivered in person or by confirmed facsimile, by overnight delivery through a commercial courier service, or posted by certified mail, return receipt requested, to the following address (or such other address as a party may specify by written notice to the other):
If to the Administrator:
Federated Administrative Services
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Attention: Richard Novak
Facsimile: (412) 288-6788
If to the Sub-Administrator:
State Street Bank and Trust Company
P.O. Box 5049
Boston, Massachusetts 02206-5049
Attention: Fund Administration Legal Department
Facsimile: 617-662-3805
14. AMENDMENT
This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
15. ASSIGNMENT
This Agreement shall not be assigned by either party hereto without the prior consent in writing of the other party, except that the Sub-Administrator may assign this Agreement to a successor of all or a substantial portion of its business, or to a party controlling, controlled by or under common control with the Sub-Administrator.
16 SUCCESSORS
This Agreement shall be binding on and shall inure to the benefit of the Administrator and the Sub-Administrator and their respective successors and permitted assigns.
17. DATA PROTECTION
The Sub-Administrator shall implement and maintain a comprehensive written information security program that contains appropriate security measures to safeguard the personal information of each Fund’s shareholders, employees, directors and/or officers that the Sub-Administrator receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder. For these purposes, “personal information” shall mean (i) an individual’s name (first initial and last name or first name and last name, address or telephone number plus (a) social security number, (b) drivers license number, (c) state identification card number, (d) debit or credit card number, (e) financial account number or (f) personal identification number or password that would permit access to a person’s account or (ii) any combination of the foregoing that would allow a person to log onto or access an individual’s account Notwithstanding the foregoing “personal information” shall not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.
18. ENTIRE AGREEMENT
Except as otherwise agreed to in writing by the parties hereto, the Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes all previous representation, warranties or commitments regarding the services to be performed hereunder whether oral or in writing.
19. WAIVER
The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver nor shall it deprive such party of the right thereafter to insist upon strict adherence to that term or any term of this Agreement. Any waiver must be in writing signed by the waiving party.
18. SEVERABILITY
If any provision of this Agreement is invalid or unenforceable, the balance of the Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance it shall nevertheless remain applicable to all other persons and circumstances.
19. GOVERNING LAW
This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts, without regard to its conflicts of laws provisions.
20. REPRODUCTION OF DOCUMENTS
This Agreement and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic, xerographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction shall likewise be admissible in evidence.
21. COUNTERPARTS
This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the date first written above.
FEDERATED ADMINISTRATIVE SERVICES
By: /s/ Richard A. Novak
Name: Richard A. Novak
Title: Senior Vice President
STATE STREET BANK AND TRUST COMPANY
By: /s/ Michael F. Rogers
Name: Michael F. Rogers
Title: Executive Vice President
SUB-ADMINISTRATION AGREEMENT
SCHEDULE A
Listing of Funds
Equity Funds:
Federated Hermes Kaufmann Fund
Federated Hermes Kaufmann Large Cap Fund
Federated Hermes Kaufmann Small Cap Fund
Federated Hermes Max-Cap Index Fund
Federated Hermes Mid-Cap Index Fund
Federated Hermes Equity Income Fund, Inc.
Federated Hermes Kaufmann Fund II
Fixed Income Funds:
Federated Hermes Floating Rate Strategic Income Fund
Federated Hermes Short-Term Income Fund
Federated Hermes MDT Balanced Fund
Federated Hermes Capital Income Fund
Federated Hermes Strategic Income Fund, Inc.
Federated Hermes Total Return Bond Fund
SUB-ADMINISTRATION AGREEMENT
SCHEDULE B
Sub-Administration Services
Fund Administration Tax Services
a. | Compute and prepare tax basis provisions for both excise and income tax purposes, including wash sales and all tax financial statement disclosure; |
b. | Prepare the Fund(s)’ federal, state, and local income tax returns and extension requests (signed by State Street Bank and Trust Company as paid preparer) for review and for execution and filing by the Fund’s treasurer, including Form 1120-RIC, Form 8613 and Form 1099-MISC; |
c. | Preparation of financial information relating to Form 1099-DIV, including completion of the ICI Primary and Secondary forms, Qualified Dividend Income, Dividends Received Deduction, Alternative Minimum Tax, Foreign Tax Credit, United State Government obligations, and financial information relating to all other necessary Internal Revenue reporting requirements included in the tax documentation provided to the Funds’ shareholders by the Fund’s transfer agent; |
d. | Review and sign off on annual minimum distribution calculations (income and capital gain) for both Federal and excise tax purposes prior to their declaration; and |
e. | Participate in discussions of potential tax issues with the Administrator and the Fund(s)’ audit firm. |
Tax services, as described above and in this Agreement, do not include the identification of passive foreign investment companies, qualified interest income securities or Internal Revenue Code 1272(a)(6) tax calculations for asset backed securities.
Exhibit 28 (h)(4)(a) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT dated as of March 1, 2011 is made, severally and not jointly (except that the parties agree that the calculation required by Section XIII hereunder shall be joint and not several) by each of the investment companies listed on Exhibit A hereto (each, a “Trust”) and State Street Bank and Trust Company (“State Street”).
WHEREAS, each Trust is registered as a 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 (the “Shares”);
WHEREAS, certain Trusts subject to this Agreement are “series companies” as defined in Rule 18f-2(a) under the 1940 Act and, as used in this Agreement, the term “Portfolio” refers to either (i) an individual portfolio of such a series company or (ii) an investment company that is not organized as a series company, and the term “Portfolios” refers to all such portfolios and investment companies, collectively;
WHEREAS, Shares of each Portfolio may be subdivided into “classes” as provided in Rule 18f-3 under the 1940 Act;
WHEREAS, the Trust desires to retain State Street as financial administrator (the “Financial Administrator”) to furnish certain financial administrative services on behalf of the Portfolios;
WHEREAS, the Trust desires to retain State Street as accounting agent (the “Accounting Agent”) to perform certain accounting and recordkeeping services on behalf of the Portfolios; and
WHEREAS, State Street is willing to perform such services on the terms provided herein.
NOW, THEREFORE, the parties agree as follows:
I. | APPOINTMENT |
A. Of State Street as the Financial Administrator
The Trust hereby appoints State Street to act as Financial Administrator with respect to the Trust for purposes of providing certain financial administrative services for the period and on the terms set forth in this Agreement. State Street accepts such appointment and agrees to render the financial administrative services stated herein.
The Trust will initially consist of the Portfolios identified on Exhibit A hereto. In the event that the Trust establishes one or more additional Portfolios with respect to which it wishes to retain the Financial Administrator to act as financial administrator hereunder, the Trust shall notify the Financial Administrator in writing (including by facsimile or electronic mail communication). Upon such notification, such Portfolio shall become subject to the provisions of this Agreement to the same extent as the existing Portfolios, except to the extent that such provisions (including those relating to compensation and expenses payable by the Trust and its Portfolios) may be modified with respect to each additional Portfolio in writing by the Trust and the Financial Administrator at the time of the addition of the Portfolio.
B. Of State Street as the Accounting Agent
The Trust hereby appoints State Street to act as Accounting Agent with respect to the Portfolios for purposes of providing certain accounting and recordkeeping services for the period and on the terms set forth in this Agreement. State Street accepts such appointment and agrees to render the accounting and recordkeeping services stated herein.
The Trust will initially consist of the Portfolios identified on Exhibit A. In the event that the Trust establishes one or more additional Portfolios with respect to which it wishes to retain the Accounting Agent to act as accounting agent hereunder, the Trust shall notify the Accounting Agent in writing (including by facsimile or electronic mail communication). Upon such notification, such Portfolio shall become subject to the provisions of this Agreement to the same extent as the existing Portfolios, except to the extent that such provisions (including those relating to compensation and expenses payable by the Trust and its Portfolios) may be modified with respect to each additional Portfolio in writing by the Trust and the Accounting Agent at the time of the addition of the Portfolio.
II. REPRESENTATIONS and WARRANTIES
A. By State Street. State Street represents and warrants that:
1. | It is a Massachusetts trust company, duly organized and existing under the laws of The Commonwealth of Massachusetts; |
2. | It has the corporate power and authority to carry on its business in The Commonwealth of Massachusetts; |
3. | All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; |
4. | No legal or administrative proceedings have been instituted or threatened which would impair State Street’s ability to perform its duties and obligations under this Agreement; |
5. | Its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of State Street or any law or regulation applicable to it; and |
It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.
B. By the Trust. The Trust represents and warrants that:
1. | It is duly organized, existing and in good standing under the laws of the jurisdiction in which it was formed; |
2. | It has the power and authority under applicable laws and by its organizational documents to enter into and perform this Agreement; |
3. | All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; |
4. | With respect to each Portfolio, it is an investment company properly registered under the 1940 Act; |
5. | A registration statement under the 1940 Act (and if Shares of the Portfolio are offered publicly, under the Securities Act of 1933, as amended (the “1933 Act”)) has been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its Shares have been made; |
6. | No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement; |
7. | Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; and |
8. | As of the close of business on the date of this Agreement, the Trust is authorized to issue its Shares. |
III. | DUTIES of STATE STREET |
A. As the Financial Administrator. The Financial Administrator shall provide the following services, in each case, subject to the control, supervision and direction of the respective Trust and its Board of Trustees/Directors (the “Board”) and in accordance with procedures which may be established from time to time between the Trust and the Financial Administrator (including the procedures established in the “Service Level Agreement” as defined in Section V of this Agreement):
1. | Compile, review and deliver to the Trust, fund performance statistics including Securities and Exchange Commission (the “SEC”) yields, distribution yields and total returns; |
2. | Prepare and submit for approval by officers of the Trust a fund expense budget, review expense calculations and arrange for payment of the Trust’s expenses; |
3. | Prepare for review and approval by officers of the Trust financial information required for the Trust’s annual and semi-annual reports, proxy statements and other communications required or otherwise to be sent to shareholders; review text of “President’s Letter to Shareholders” and “Management’s Discussion of Financial Performance” as included in shareholder reports (which shall also be subject to review by the Trust’s legal counsel); |
4. | Prepare for review by an officer of and legal counsel for the Trust the Trust’s periodic financial reports required to be filed with the SEC on Form N-SAR and financial information required by Form N-1A, Form N-2, Form N-14, Form N-Q and Form 24F-2 and such other reports, forms or filings as may be mutually agreed upon; |
5. | Prepare reports, including media questionnaires and mutual fund publication surveys, relating to the business and affairs of the Trust as may be mutually agreed upon and not otherwise prepared by the Trust’s investment adviser, custodian, legal counsel or independent accountants; |
6. | Oversee and review calculations of fees paid to State Street and to the Trust’s investment adviser, shareholder servicing agent, distributor, custodian, fund administrator, fund accountant and transfer and dividend disbursing agent (“Transfer Agent”), in addition to the oversight and review of all asset based fee calculations; |
7. | Prepare fund income forecasts and submit for approval by officers of the Trust, recommendations for fund income dividend distributions; |
8. | Maintain continuing awareness of significant emerging regulatory and legislative developments which may affect the Trust, and provide related planning assistance where requested or appropriate; |
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The Financial Administrator shall provide the office facilities and the personnel required by it to perform the services contemplated herein.
B. | As the Accounting Agent. The Accounting Agent shall provide the following services, in each case, subject to the control, supervision and direction of the respective Trust and its Board and in accordance with procedures which may be established from time to time between the Trust and the Accounting Agent (including the procedures established in the “Service Level Agreement” as defined in Section V of this Agreement): |
1. | Books of Account. The Accounting Agent shall maintain the books of account of the Trust and shall perform the following duties in the manner prescribed by the respective Trust’s currently effective prospectus, statement of additional information or other governing document, copies of which have been certified by the Secretary of the Funds and supplied to the Accounting Agent (a “Governing Document”) (including the procedures established in the Service Level Agreement): |
a. Value the assets of each Portfolio using: primarily, market quotations (including the use of matrix pricing) supplied by the independent pricing services selected by the Accounting Agent in consultation with the Trust’s investment adviser (the “Adviser”) and approved by the Board; secondarily, if a designated pricing service does not provide a price for a security that the Accounting Agent believes should be available by market quotation, the Accounting Agent may obtain a price by calling brokers designated by the Adviser, or if the Adviser does not supply the names of such brokers, the Accounting Agent will attempt on its own to find brokers to price the security, subject to approval by the Adviser; thirdly, for securities for which no market price is available, the Valuation Committee overseen by the Board (the “Committee”) will determine a fair value in good faith; or fourthly, such other procedures as may be adopted by the Board. Consistent with Rule 2a-4 under the 1940 Act, estimates may be used where necessary or appropriate. The Accounting Agent is not the guarantor of the accuracy of the securities prices received from such pricing agents and the Accounting Agent is not liable to the Trust for errors in valuing a Portfolio’s assets or calculating the net asset value (the “NAV”) per share of such Portfolio or class when the calculations are based upon inaccurate prices provided by pricing agents. The Accounting Agent will provide daily to the Adviser the security prices used in calculating the NAV of each Portfolio, for its use in preparing exception reports for those prices on which the Adviser has a comment. Further, upon receipt of the exception reports generated by the Adviser, the Accounting Agent will diligently pursue communication regarding exception reports with the designated pricing agents;
b. | Determine the NAV per share of each Portfolio 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 of such Portfolio; |
c. | Prepare the weekly or bi-weekly mark-to-market reports and analysis in compliance with Rule 2a-7 for each of the money market portfolios. |
d. |
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e. | Calculate the net income of each of the Portfolios, if any; |
f. | Calculate realized capital gains or losses of each of the Portfolios resulting from sale or disposition of assets, if any; |
g. | Calculate the expense accruals for each fund/class of shares; |
h. | Determine the dividend factor for all daily dividend funds; |
i. | Maintain the general ledger and other accounts, books and financial records of the Trust, including for each Portfolio, as required under Section 31(a) of the 1940 Act and the rules thereunder in connection with the services provided by State Street |
j. | At the request of the Trust, prepare various reports or other financial documents in accordance with generally accepted accounting principles as required by federal, state and other applicable laws and regulations; and |
k. | Such other similar services as may be reasonably requested by the Trust. |
The Trust shall provide timely prior notice to the Accounting Agent of any modification in the manner in which such calculations are to be performed as prescribed in any revision to the Trust’s Governing Document. The Accounting Agent shall not be responsible for any revisions to the manner in which such calculations are to be performed unless such revisions are communicated in writing to the Accounting Agent.
2. | Records. The Accounting Agent shall create and maintain all records relating to its activities and obligations under this Agreement in such a manner as will meet the obligations of the Trust under the 1940 Act, specifically Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall be the property of the Trust and shall at all times during the regular business hours of the Accounting Agent be open for inspection by duly authorized officers, employees or agents of the Trust and employees and agents of the SEC. Subject to Section XVII.B below, the Accounting Agent shall preserve for the period required by law the records required to be maintained thereunder. |
IV. DUTIES of the TRUST
A. Delivery of Documents. The Trust will promptly deliver, upon request, to the Financial Administrator copies of each of the following documents and all future amendments and supplements, if any:
1. | The Trust’s organizational documents; |
2. | The Trust’s currently effective registration statements under the 1933 Act (if applicable) and the 1940 Act and the Trust’s Prospectus(es) and Statement(s) of Additional Information (collectively, the “Prospectus”) relating to all Portfolios and all amendments and supplements thereto as in effect from time to time; |
3. | Certified copies of resolutions of the Board authorizing (a) the Trust to enter into this Agreement and (b) certain individuals on behalf of the Trust and its third-party agents to (i) give instructions to the Financial Administrator pursuant to this Agreement and (ii) authorize the payment of expenses; |
4. | The investment advisory agreements between the Trust and the Advisers; and |
5. | Such other certificates, documents or opinions which the Financial Administrator may, in its reasonable discretion, deem necessary or appropriate in the proper performance of its duties. |
The Trust shall provide, or shall cause its third-party agent to provide, timely notice to the Accounting Agent of all data reasonably required by the Accounting Agent for performance of its duties described in Section III.B hereunder. The Trust’s failure to provide such timely notice shall excuse the Accounting Agent from the performance of such duties, but only to the extent the Accounting Agent’s performance is prejudiced by the Trust’s failure.
State Street is authorized and instructed to rely upon any and all information it receives from the Trust or its third-party agent that it reasonably believes to be genuine. State Street shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any data supplied to it by or on behalf of the Trust.
State Street shall value the Trust’s securities and other assets utilizing prices obtained from sources designated by the Trust, or the Trust’s duly-authorized agent, on a Price Source Authorization substantially in the form attached hereto as Exhibit B or otherwise designated by means of Proper Instructions (as such term is defined herein) (collectively, the “Authorized Price Sources”). State Street shall not be responsible for any revisions to the methods of calculation adopted by the Trust unless and until such revisions are communicated in writing to State Street.
B. Proper Instructions. The Trust and its third-party agents shall communicate to State Street by means of Proper Instructions. Proper Instructions shall mean (i) a writing signed or initialed by one or more persons as the Board shall have from time to time authorized or (ii) a communication effected directly between the Trust or its third-party agent and State Street by electro-mechanical or electronic devices, provided that the Trust and State Street have approved such procedures. State Street may rely upon any Proper Instruction believed by it to be genuine and to have been properly issued by or on behalf of the Trust. Oral instructions shall be considered Proper Instructions if State Street reasonably believes them to have been given by a person authorized to give such instructions. The Trust and its third-party agents shall cause all oral instructions to be confirmed in accordance with clauses (i) or (ii) above, as appropriate. The Trust and its third-party agents shall give timely Proper Instructions to State Street in regard to matters affecting accounting practices and State Street’s performance pursuant to this Agreement.
V. PERFORMANCE GOALS:
A. The Trust and State Street have developed mutually acceptable performance goals dated March 1, 2011 , and as may be amended from time to time, regarding the manner in which they expect to deliver and receive the services under this Agreement (hereinafter referred to as “Service Level Agreement”). The parties agree that such Service Level Agreement reflects performance goals and any failure to perform in accordance with the provisions thereof shall not be considered a breach of contract that gives rise to contractual or other remedies. It is the intention of the parties that the sole remedy for failure to perform in accordance with the provisions of the Service Level Agreement, or any dispute relating to performance goals set forth in the Service Level Agreement, will be a meeting of the parties to resolve the failure pursuant to the consultation procedure described in Sections V. B. and V.C. below. Notwithstanding the foregoing, the parties hereby acknowledge that any party’s failure (or lack thereof) to meet the provisions of the Service Level Agreement, while not in and of itself a breach of contract giving rise to contractual or other remedies, may factor into the Trust’s reasonably determined belief regarding the standard of care exercised by State Street hereunder.
B. Consultation Procedure. If a party hereto is unable to meet the provisions of the Service Level Agreement, or in the event that a dispute arises relating to performance goals set forth in the Service Level Agreement, either party to this Agreement shall address any concerns it may have by requiring a consultation with the other party.
C. Purpose of Consultation Procedure. The purpose of the consultation procedure is to endeavor to resolve any failure to meet the provisions of the Service Level Agreement. If a consultation occurs under this Section V, all parties must negotiate in good faith to endeavor to:
1. | implement changes which will enable the Service Level Agreement provisions to be met – such changes may include, but are not limited to, modification of either or both parties’ respective operational resources; |
2. | agree to alternative Service Level Agreement provisions which meet the parties’ respective business requirements; or |
3. | otherwise find a solution such that within a reasonable time after the consultation, the inability to meet the Service Level Agreement provision(s) is reasonably expected to be less likely to occur in the future. |
VI. COMPLIANCE WITH GOVERNMENTAL RULES and REGULATIONS; RECORDS
The Trust assumes full responsibility for its compliance with all securities, tax, commodities and other laws, rules and regulations applicable to it.
VII. WARRANTIES
If, prior to the Accounting Agent’s calculation of the current NAV, the Trust or its third-party agent notifies the Accounting Agent that any of its accounting services are erroneous in any material respect, the Accounting Agent shall endeavor in a timely manner to correct such failure. Third-parties that are selected by and approved by the Trust and from which the Accounting Agent may obtain certain data included in the accounting services are solely responsible for the contents of such data and the Trust agrees to make no claim against the Accounting Agent arising out of the contents of such third-party data including, but not limited to, the accuracy thereof.
VIII. FORCE MAJEURE
The parties will maintain throughout the term of this Agreement, such contingency plans as are reasonably believed to be necessary and appropriate to recover the parties’ operations from the occurrence of a disaster and which are consistent with any statute or regulation to which the parties are subject that imposes business resumption and contingency planning standards. The parties agree to provide to one another a summary of their respective contingency plans as they relate to the systems used to provide the services hereunder and to provide periodic updates of such summary upon a party’s reasonable request. If any party is unable to carry out any of its obligations under this Agreement because of conditions beyond its reasonable control, including, but not limited to, acts of war or terrorism, work stoppages, fire, civil disobedience, riots, rebellions, storms, electrical failures, acts of God, and similar occurrences (“Force Majeure”), this Agreement will remain in effect and the non-performing party’s obligations shall be suspended without liability for a period equal to the period of the continuing Force Majeure (which such period shall not exceed fifteen (15) business days), provided that:
(1) | where reasonably practicable, the non-performing party gives the other party prompt notice describing the Force Majeure, including the nature of the occurrence and its expected duration and, where reasonably practicable, continues to furnish regular reports with respect thereto during the period of Force Majeure; |
(2) | the suspension of obligations is of no greater scope and of no longer duration than is required by the Force Majeure; |
(3) | no obligations of any party that accrued before the Force Majeure are excused as a result of the Force Majeure; and |
(4) | the non-performing Party uses reasonable efforts to remedy its inability to perform as quickly as possible. |
IX. INSTRUCTIONS and ADVICE
At any time, State Street may apply to any officer of the Trust for instructions and may consult with its own legal counsel with respect to any matter arising in connection with the services to be performed by State Street under the terms of this Agreement. At any time, State Street may consult with outside counsel for the Trust or the independent accountants for the Trust (“Trust Advisers”) at the expense of the Trust, provided that State Street first obtains consent of the Trust which shall not be unreasonably withheld, with respect to any matter arising in connection with the services to be performed by State Street under the terms of this Agreement. In its capacity as the Financial Administrator or as the Accounting Agent under the terms of this Agreement, State Street shall not be liable, and shall be indemnified by the Trust or appropriate Portfolio for any action taken or omitted by it in good faith reliance upon any instructions or advice provided to State Street by a Trust Adviser or upon any paper or document reasonably believed by it to be genuine and to have been signed by the proper person or persons. State Street shall not be held to have notice of any change of authority of any person until receipt of written notice thereof from the Trust. Nothing in this paragraph shall be construed as imposing upon State Street any obligation to seek such instructions or advice, or to act in accordance with such advice when received.
X. NOTICES
All notices shall be in writing and deemed given when delivered in person, by facsimile, by overnight delivery through a commercial courier service, or by registered or certified mail, return receipt requested. Notices shall be addressed to each party at its address set forth below, or such other address as the recipient may have specified by earlier notice to the sender:
If to State Street: LaFayette Corporate Center
2 Avenue de LaFayette, 4 South
Boston, MA 02111
ATTN: Michael E. Hagerty
Telephone: (617) 662-3630
Facsimile: (617) 662-3690
With a copy to: State Street Bank and Trust Company
2 Avenue de LaFayette, 2nd Floor
P.O. Box 5049
Boston, MA 02206-5049
ATTN: Mary Moran Zeven, Esq.
Telephone: (617) 662-1783
Facsimile: (617) 662-3805
If to the Trust: 4000 Ericsson Drive
Warrendale, PA 15086-7561
ATTN: Richard A. Novak, Treasurer
Telephone: (412) 288-7045
Facsimile: (412) 288-6788
XI. CONFIDENTIALITY
The parties hereto agree that each shall treat confidentially all information provided by each party to the other party regarding its business and operations (“Confidential Information”). All Confidential Information provided by a party hereto shall be used by the other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. Neither party will use or disclose Confidential Information for purposes other than the activities contemplated by this Agreement or except as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, or except at the request or with the written consent of the other party. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of Confidential Information relating to the other party to the disclosing party’s employees, contractors, agents, professional advisors, auditors or persons performing similar functions.
The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ii) that is independently derived by a party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. Furthermore, and notwithstanding anything in this Section XI to the contrary, the Accounting Agent may aggregate Portfolio data with similar data of other customers of the Accounting Agent (“Aggregated Data”) and may use Aggregated Data for purposes of constructing statistical models so long as such Aggregated Data represents a sufficiently large sample that no Portfolio data can be identified either directly or by inference or implication.
If either party is required to disclose Confidential Information as a result of a court order, subpoena or similar legal duress, then that party may disclose such Confidential Information, provided that the disclosing party, if not prohibited from doing so, shall undertake reasonable efforts to give the other party prompt prior written notice upon its receipt of any such order or subpoena and provided further that failure to provide such notice shall not give rise to any liability.
The undertakings and obligations contained in this Section XI shall survive the termination or expiration of this Agreement for a period of three (3) years.
XII. LIMITATION of LIABILITY and INDEMNIFICATION
State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. State Street shall not be liable for any special, INdirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ fees) in any way due to the Trust’s use of the services described herein or the performance of or failure to perform State Street’s obligations under this Agreement. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable.
The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person.
State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person.
The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.
XIII. EXCLUSIVE REMEDY
[ ]
XIV. SERVICES NOT EXCLUSIVE
The services of State Street to the Trust are not to be deemed exclusive and State Street shall be free to render similar services to others. State Street shall be deemed to be an independent contractor and shall, unless otherwise expressly provided herein or authorized by the Trust from time to time, have no authority to act or represent the Trust in any way or otherwise be deemed an agent of the Trust.
XV. TERM; TERMINATION; AMENDMENT
A. Term.
This Agreement shall become effective on the date first written above and shall remain in full force and effect for a period of
four (4) years from the effective date (the “Initial Term”) and shall automatically continue in full force and effect
after such Initial Term unless either party terminates this Agreement by written notice to the other party at least six (6) months
prior to the expiration of the Initial Term. Additionally, if State Street (or any of its affiliates) engages in (i) any act or
omission which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any
act or omission which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the
terms and obligations of this Agreement, then each Trust or series thereof, shall have the right to immediately terminate this
Agreement. See Amendment dated 3/1/15
B. Termination. Either party may terminate this Agreement at any time after the Initial Term upon at least six (6) months’ prior written notice to the other party. Termination of this Agreement with respect to any given Portfolio shall in no way affect the continued validity of this Agreement with respect to any other Portfolio. Upon termination of this Agreement, the Trust shall pay to State Street such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination, including reasonable out-of-pocket expenses associated with such termination.
C. Amendment. This Agreement may be modified or amended from time to time by the mutual agreement of the parties hereto. No amendment to this Agreement shall be effective unless it is in writing and signed by a duly authorized representative of each party. The term “Agreement”, as used herein, includes all schedules and attachments hereto and any future written amendments, modifications, or supplements made in accordance herewith.
XVI. FEES, EXPENSES and EXPENSE REIMBURSEMENT
State Street shall
receive from the Trust such compensation for its services provided pursuant to this Agreement as may be agreed to from time to
time as set forth in the fee schedule between, and agreed upon by, the parties (the “Fee Schedule”). The parties shall
review the existing Fee Schedule and an appropriate adjustment to the fee, if any, shall be negotiated by the parties within ninety
(90) days in the event that (i) there is a substantial change in the number or mix of types of funds; (ii) new types of funds are
offered; or (iii) there are material modifications or changes to the service delivery requirements. See
Amendment dated 3/1/15
The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Trust shall reimburse State Street for its out-of-pocket costs and expenses incurred in connection with this Agreement with respect to reasonable attorney’s fees incurred by State Street to collect any charges due under this Agreement.
The Trust agrees to promptly reimburse State Street for any equipment and supplies specially ordered by or for the Trust (with the Trust’s consent) through State Street and for any other expenses not contemplated by this Agreement that State Street may incur on the Trust’s behalf at the Trust’s request and with the Trust’s consent.
Each party will bear all expenses that are incurred in its operation and not specifically assumed by the other party. Expenses to be borne by the Trust include, but are not limited to: Organization expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of the Trust’s registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by State Street under this Agreement); cost of any services contracted for by the Trust directly from parties other than State Street; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Trust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director/trustee or employee of the Trust; costs incidental to the preparation, printing and distribution of the Trust’s registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Trust’s tax returns, Form N-1A or N-2, Form N-14, Form N-Q and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; fidelity bond and directors’ and officers’ liability insurance; and cost of independent pricing services used in computing the Trust’s NAV.
State Street is authorized to and may employ or associate with such person or persons as it may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by State Street and State Street shall be as fully responsible to the Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.
XVII. ASSIGNMENT; SUCCESSOR AGENT
A. Assignment. 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.
B. Successor Agent. This Agreement shall be binding on and shall inure to the benefit of each party and to their successors and permitted assigns. If a successor agent for the Trust shall be appointed by the Trust, State Street shall upon termination deliver to such successor agent all properties of the Trust held by it hereunder.
In the event that no written order designating a successor agent or Proper Instructions shall have been delivered to State Street on or before the date when such termination shall become effective, then State Street shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,000, all properties held by State Street under this Agreement. Thereafter, such bank or trust company shall be the successor of State Street under this Agreement.
XVIII. ENTIRE AGREEMENT
This Agreement (including all schedules and attachments hereto) constitutes the entire Agreement between the parties with respect to the subject matter hereof and terminates and supersedes all prior agreements, representations, warranties, commitments, statements, negotiations and undertakings with respect to such services to be performed hereunder whether oral or in writing.
XIX. WAIVER
The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver nor shall it deprive such party of the right thereafter to insist upon strict adherence to that term or any term of this Agreement. Any waiver must be in writing signed by the waiving party.
XX. HEADINGS NOT CONTROLLING
Headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement.
XXI. SURVIVAL
After expiration or termination of this Agreement, all provisions relating to payment (Section XVI and the Fee Schedule) shall survive until completion of required payments. In addition, all provisions regarding termination (Section XV), indemnification, warranty, liability and limits thereon (Section XII and Section XIII) shall survive, unless and until the expiration of any time period specified elsewhere in this Agreement with respect to the provision in question.
XXII. SEVERABILITY
In the event any provision of this Agreement is held illegal, invalid, void or unenforceable, the balance shall remain in effect, and if any provision is inapplicable to any person or circumstance it shall nevertheless remain applicable to all other persons and circumstances.
XXIII. GOVERNING LAW; JURISDICTION
This Agreement shall be deemed to have been made in The Commonwealth of Massachusetts and shall be governed by and construed under and in accordance with the laws of The Commonwealth of Massachusetts without giving effect to its conflict of laws principles and rules. The parties agree that any dispute arising herefrom shall be subject to the exclusive jurisdiction of courts sitting in The Commonwealth of Massachusetts.
XXIV. REPRODUCTION OF DOCUMENTS
This Agreement and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.
XXV. Regulation GG
The Trust hereby represents and warrants that it does not engage in an “Internet gambling business,” as such term is defined in Section 233.2(r) of Federal Reserve Regulation GG (12 CFR 233) (“Regulation GG”). The Trust hereby covenants and agrees that it shall not engage in an Internet gambling business. In accordance with Regulation GG, the Trust is hereby notified that “restricted transactions,” as such term is defined in Section 233.2(y) of Regulation GG, are prohibited in any dealings with State Street pursuant to this Agreement or otherwise between or among any party hereto.
xxvi. Data Privacy
State Street will implement and maintain a written information security program that contains appropriate security measures to safeguard the personal information of the Portfolios’ shareholders, employees, directors and/or officers that State Street receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder. For these purposes, “personal information” shall mean (i) an individual’s name (first initial and last name or first name and last name), address or telephone number plus (a) social security number, (b) drivers license number, (c) state identification card number, (d) debit or credit card number, (e) financial account number or (f) personal identification number or password that would permit access to a person’s account or (ii) any combination of the foregoing that would allow a person to log onto or access an individual’s account. Notwithstanding the foregoing “personal information” shall not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.
XXVII. REMOTE ACCESS SERVICES ADDENDUM
State Street and the Trust agree to be bound by the terms of the Remote Access Services Addendum attached hereto as Exhibit E.
XXVIII. MISCELLANEOUS
The execution and delivery of this Agreement have been authorized by the Board of the Trust and signed by an authorized officer of the Trust, acting as such, and neither such authorization by the Board 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 member of the Board or shareholders of the Trust, but bind only the property of the Trust, or Portfolio, as provided in the organizational documents.
Each party agrees to promptly sign all documents and take any additional actions reasonably requested by the other to accomplish the purposes of this Agreement.
[Remainder of Page Intentionally Blank]
Signature Page
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.
STATE STREET BANK AND TRUST COMPANY
By: /s/ Michael F. Rogers
Name: Michael F. Rogers
Title: Executive Vice President
INVESTMENT COMPANIES
(Listed on Exhibit A hereto)
By: /s/ Richard A. Novak
Name: Richard A. Novak
Title: Treasurer
3/1/15 – See Amendment for new Exhibit A
EXHIBIT A
TO THE FINANCIAL ADMINISTRATION ACCOUNTING AND
SERVICES AGREEMENT (UPDATED AS OF 1/26/15)
Edward Jones Money Market Fund
Federated Adjustable Rate Securities Fund
Federated Equity Income Fund, Inc.
Federated Global Allocation Fund
Federated Government Income Securities, Inc.
Federated High Income Bond Fund, Inc.
Federated High Yield Trust
Federated Government Income Trust
Federated Total Return Government Bond Fund
Federated U.S. Government Securities Fund: 1-3 Years
Federated U.S. Government Securities Fund: 2-5 Years
Cash Trust Series, Inc.:
Federated Government Cash Series
Federated Municipal Cash Series
Federated Prime Cash Series
Federated Treasury Cash Series
Federated Core Trust:
Federated Bank Loan Core Fund
Federated Mortgage Core Portfolio
High Yield Bond Portfolio
Federated Core Trust II, L.P.
Emerging Markets Fixed Income Core Fund
Federated Core Trust III:
Federated Project and Trade Finance Core Fund
Federated Equity Funds:
Federated Clover Small Value Fund
Federated Clover Value Fund
Federated Kaufmann Fund
Federated Kaufmann Large Cap Fund
Federated Kaufmann Small Cap Fund
Federated MDT Mid Cap Growth Strategies Fund
Federated Managed Risk Fund
Federated Managed Volatility Fund
Federated Prudent Bear Fund
Federated Strategic Value Dividend Fund
Federated Fixed Income Securities, Inc.:
Federated Strategic Income Fund
Federated Income Securities Trust:
Federated Capital Income Fund
Federated Floating Rate Strategic Income Fund
Federated Fund for U.S. Government Securities
Federated Intermediate Corporate Bond Fund
Federated Real Return Bond Fund
Federated Short-Term Income Fund
Federated Index Trust:
Federated Max-Cap Index Fund
Federated Mid-Cap Index Fund
Federated Institutional Trust:
Federated Government Ultrashort Duration Fund
Federated Institutional High Yield Bond Fund
Federated Short-Intermediate Total Return Bond Fund
Federated Insurance Series:
Federated Fund for U.S. Government Securities II
Federated High Income Bond Fund II
Federated Kaufmann Fund II
Federated Managed Tail Risk Fund II
Federated Managed Volatility Fund II
Federated Prime Money Fund II
Federated Quality Bond Fund II
Federated Investment Series Funds, Inc.:
Federated Bond Fund
Federated Managed Pool Series:
Federated Corporate Bond Strategy Portfolio
Federated High-Yield Strategy Portfolio
Federated Managed Volatility Strategy Portfolio
Federated Mortgage Strategy Portfolio
Federated MDT Series:
Federated MDT All Cap Core Fund
Federated MDT Balanced Fund
Federated MDT Large Cap Growth Fund
Federated MDT Small Cap Growth Fund
Federated MDT Small Cap Core Fund
Federated Total Return Series, Inc.:
Federated Mortgage Fund
Federated Total Return Bond Fund
Federated Ultrashort Bond Fund
Money Market Obligations Trust:
Federated Automated Cash Management Trust
Federated California Municipal Cash Trust
Federated Connecticut Municipal Cash Trust
Federated Florida Municipal Cash Trust
Federated Georgia Municipal Cash Trust
Federated Government Obligations Fund
Federated Liberty U.S. Government Money Market Trust
Federated Massachusetts Municipal Cash Trust
Federated Master Trust
Federated Michigan Municipal Cash Trust
Federated Minnesota Municipal Cash Trust
Federated Money Market Management
Federated Municipal Obligations Fund
Federated New Jersey Municipal Cash Trust
Federated New York Municipal Cash Trust
Federated North Carolina Municipal Cash Trust
Federated Ohio Municipal Cash Trust
Federated Pennsylvania Municipal Cash Trust
Federated Prime Cash Obligations Fund
Federated Prime Obligations Fund
Federated Prime Value Obligations Fund
Federated Tax-Free Obligations Fund
Federated Tax-Free Trust
Federated Treasury Obligations Fund
Federated Trust for U.S. Treasury Obligations
Federated Virginia Municipal Cash Trust
Tax-Free Money Market Fund
EXHIBIT B
PRICE SOURCE AUTHORIZATION
[ ]
Exhibit C deleted – See First Amendment, dated 3/1/11, effective 3/25/11
EXHIBIT C
FAIR VALUE PRICING AUTHORIZATION
[ ]
Exhibit D deleted – See First Amendment, dated 3/1/11, effective 3/25/11
EXHIBIT D
COMPLIANCE PROCEDURES EXHIBIT
[ ]
EXHIBIT E
REMOTE ACCESS SERVICES ADDENDUM
REMOTE ACCESS SERVICES ADDENDUM
TO
FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
ADDENDUM to that certain Financial Administration and Accounting Services Agreement dated as of March 1, 2011 (the “Services Agreement”) between each of the investment companies listed on Exhibit A to the Services Agreement (the “Customer”) and State Street Bank and Trust Company, including its subsidiaries and affiliates (“State Street”). This Addendum is several and not joint by Customer.
State Street has developed and utilizes proprietary accounting and other systems in conjunction with the services that State Street provides to the Customer. In this regard, State Street maintains certain information in databases under its control and ownership that it makes available to its customers (the “Remote Access Services”).
The Services
State Street agrees to provide the Customer, and its designated investment advisors, consultants or other third parties who agree to abide by the terms of this Addendum (“Authorized Designees”) with access to State Street proprietary systems as may be offered from time to time (the “System”) on a remote basis.
Security Procedures
The Customer agrees to comply, and to cause its Authorized Designees to comply, with remote access operating standards and procedures and with user identification or other password control requirements and other security devices and procedures as may be issued or required from time to time by State Street for use of the System and access to the Remote Access Services. The Customer is responsible for any use and/or misuse of the System and Remote Access Services by its Authorized Designees. The Customer agrees to advise State Street immediately in the event that it learns or has reason to believe that any person to whom it has given access to the System or the Remote Access Services has violated or intends to violate the terms of this Addendum and the Customer will cooperate with State Street in seeking injunctive or other equitable relief. The Customer agrees to discontinue use of the System and Remote Access Services, if requested, for any security reasons cited by State Street and State Street may restrict access of the System and Remote Access Services by the Customer or any Authorized Designee for security reasons or noncompliance with the terms of this Addendum at any time.
Fees
Fees and charges for the use of the System and the Remote Access Services and related payment terms shall be as set forth in the fee schedule in effect from time to time between the parties. The Customer shall be responsible for any tariffs, duties or taxes imposed or levied by any government or governmental agency by reason of the transactions contemplated by this Addendum, including, without limitation, federal, state and local taxes, use, value added and personal property taxes (other than income, franchise or similar taxes which may be imposed or assessed against State Street). Any claimed exemption from such tariffs, duties or taxes shall be supported by proper documentary evidence delivered to State Street.
Proprietary Information/Injunctive Relief
The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, know-how, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to the Customer by State Street as part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and other proprietary and intellectual property rights of State Street related thereto are the exclusive, valuable and confidential proprietary property of State Street and its relevant licensors (the “Proprietary Information”). The Customer agrees on behalf of itself and its Authorized Designees to keep the Proprietary Information confidential and to limit access to its employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public.
The Customer agrees to use the Remote Access Services only in connection with the proper purposes of this Addendum. The Customer will not, and will cause its employees and Authorized Designees not to, (i) permit any third party to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street’s databases, including data from third-party sources, available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of the Customer, as State Street’s customer.
The Customer agrees that neither it nor its Authorized Designees will modify the System in any way, enhance, copy, or otherwise create derivative works based upon the System, nor will the Customer or its Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System.
The Customer acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.
Limited Warranties
State Street represents and warrants that it is the owner of and has the right to grant access to the System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology, including but not limited to the use of the Internet, and the necessity of relying upon third party sources, and data and pricing information obtained from third parties, the System and Remote Access Services are provided “AS IS” without warranty express or implied including as to availability of the System, and the Customer and its Authorized Designees shall be solely responsible for the use of the System and Remote Access Services and investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors will not be liable to the Customer or its Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the System or the Remote Access Services, nor shall any party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party’s control.
EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET, FOR ITSELF AND ITS RELEVANT LICENSORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Infringement
State Street will defend or, at its option, settle any claim or action brought against the Customer to the extent that it is based upon an assertion that access to or use of the State Street proprietary systems by the Customer under this Addendum constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secret, provided that the Customer notifies State Street promptly in writing of any such claim or proceeding, cooperates with State Street in the defense of such claim or proceeding and allows State Street sole control over such claim or proceeding. Should the State Street proprietary systems or any part thereof become, or in State Street’s opinion be likely to become, the subject of a claim of infringement or the like under any applicable patent, copyright or trade secret laws, State Street shall have the right, at State Street’s sole option, to (i) procure for the Customer the right to continue using the State Street proprietary systems, (ii) replace or modify the State Street proprietary systems so that the State Street proprietary systems becomes noninfringing with no material loss of functionality or (iii) terminate this Addendum without further obligation. This section constitutes the sole remedy to the Customer for the matters described in this section.
Termination
Either party to the Services Agreement may terminate this Addendum (i) for any reason by giving the other party at least one-hundred and eighty (180) days’ prior written notice in the case of notice of termination by State Street to the Customer or thirty (30) days’ notice in the case of notice from the Customer to State Street of termination, or (ii) immediately for failure of the other party to comply with any material term and condition of the Addendum by giving the other party written notice of termination. This Addendum shall in any event terminate within ninety (90) days after the termination of any service agreement applicable to the Customer. In the event of termination, the Customer will return to State Street all copies of documentation and other confidential information in its possession or in the possession of its Authorized Designees and immediately cease access to the System and Remote Access Services. The foregoing provisions with respect to confidentiality and infringement will survive termination for a period of three (3) years.
Miscellaneous
This Addendum constitutes the entire understanding of the parties to the Services Agreement with respect to access to the System and the Remote Access Services. This Addendum cannot be modified or altered except in a writing duly executed by each of State Street and the Customer and shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts.
By its execution of the Services Agreement, the Customer accepts responsibility for its and its Authorized Designees’ compliance with the terms of this Addendum. The Customer indemnifies and holds State Street harmless from and against any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities arising from any failure of the Customer or any of its Authorized Designees to abide by the terms of this Addendum.
FIRST AMENDMENT TO
FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
THIS FIRST AMENDMENT TO FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Exhibit A to the Agreement, as defined below (each, a “Trust”), and State Street Bank and Trust Company (“State Street”).
W I T N E S S E T H:
WHEREAS, the Trusts and State Street are parties to that certain Financial Administration and Accounting Services Agreement (the “Agreement”) dated March 1, 2011;
WHEREAS, each Trust is registered as a management investment company under the Investment Company Act of 1940, as amended; and
WHEREAS, the Trusts and State Street desire to amend the Agreement subject to the terms and conditions set forth herein.
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:
1. | Exhibit A to the Agreement is hereby amended and updated to delete the following Funds, effective March 25, 2011: |
· | Federated Municipal Ultrashort Fund, a portfolio of Federated Fixed Income Securities, Inc. |
· | Federated Premier Municipal Income Fund |
· | Federated Premier Intermediate Municipal Income Fund |
· | Federated Short-Intermediate Duration Municipal Trust, |
· | Federated Muni and Stock Advantage Fund, a portfolio of Federated Income Securities Trust |
· | Federated International Bond Fund, a portfolio of Federated International Series, Inc. |
· | Federated International Bond Strategy Portfolio, a portfolio of Federated Managed Pool Series |
· | Federated Emerging Market Debt Fund, a portfolio of Federated World Investment Series, Inc. |
· | Federated Prudent DollarBear Fund, a portfolio of Federated Income Securities Trust |
· | Federated InterContinental Fund, a portfolio of Federated Equity Funds |
· | Federated International Leaders Fund, a portfolio of Federated World Investment Series, Inc. |
· | Federated International Small-Mid Company Fund, a portfolio of Federated World Investment Series, Inc. |
· | Federated International Strategic Value Dividend Fund, a portfolio of Federated Equity Funds |
2. | The Agreement is hereby further amended and updated to delete Sections III. A. 9, 10 and 11 and Section III. B. 1. d., effective March 25, 2011. |
3. | The Agreement shall remain in full force and effect as amended by this Amendment. |
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of March 25, 2011.
On behalf of each of the Funds indicated on Exhibit A of the Financial Administration and Accounting Services Agreement, as amended from time to time
By: /s/ Richard A. Novak
Title: Treasurer
STATE STREET BANK AND TRUST COMPANY
By: /s/ Michael F. Rogers
Title: Executive Vice President
Amendment to Financial Administration
and Accounting Services Agreement
This Amendment to Financial Administration and Accounting Services Agreement (this “Amendment”) is dated as of March 1, 2015, by and among each of the investment companies listed on Exhibit A hereto (each, a “Trust”) and State Street Bank and Trust Company (“State Street”).
RECITALS
WHEREAS, the Trusts and State Street are parties to a certain Financial Administration and Accounting Services Agreement, dated as of March 1, 2011 (such agreement, together with all exhibits, schedules, and any other documents executed or delivered in connection therewith, the “Agreement”); and
WHEREAS, the parties desire to amend the Agreement on the terms and subject to the conditions hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:
1. | Amendments. The Agreement is hereby amended as follows: |
(a) The first sentence of Section XV.A of the Agreement is deleted in its entirety and replaced as follows:
“A. Term. This Agreement shall become effective as of March 1, 2015 and shall remain in full force and effect for a period of four (4) years from the effective date (the “Initial Term”) and shall automatically continue in full force and effect after such Initial Term unless either party terminates this Agreement by written notice to the other party at least six (6) months prior to the expiration of the Initial Term.”
(b) The first paragraph of Section XVI. of the Agreement is deleted in its entirely and replaced as follows:
“State Street shall receive from the Trust such compensation for its services provided pursuant to this Agreement as may be agreed to from time to time as set forth in the fee schedule between, and agreed upon by, the parties (the “Fee Schedule”). The parties shall review the existing Fee Schedule and an appropriate adjustment to the fee, if any, shall be negotiated by the parties within ninety (90) days in the event that (i) there is a substantial change in the number or mix of types of funds, other than a change resulting from the merging or closing of funds in the normal course of business; (ii) new types of funds are offered; or (iii) there are material modifications or changes to the service delivery requirements.”
(c) Section X of the Agreement is hereby amended to amend the notice address to State Street, as follows:
“STATE STREET BANK AND TRUST COMPANY
1 Iron Street
Boston, MA 02210
Attention: Michael E. Hagerty, Senior Vice President, Mailstop CCB0700
Telephone: 617-662-3630
Facsimile: 617-662-3690
with a copy to:
STATE STREET BANK AND TRUST COMPANY
Legal Division – Global Services Americas
P.O. Box 5049
Boston, MA 02206-5039
Attention: Senior Vice President and Senior Managing Counsel
(d) Exhibit A to the Agreement is deleted in its entirety and replaced with the attached Exhibit A.
2. No Other Amendments. Except as expressly amended hereby, the Agreement shall continue in full force and effect in accordance with its terms.
3. Governing Law. This Amendment shall be deemed to have been made in The Commonwealth of Massachusetts and shall be governed by and construed under and in accordance with the laws of the Commonwealth of Massachusetts without giving effect to its conflict of laws principles and rules.
4. This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same instrument. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received via electronically transmitted form.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Financial Administration and Accounting Services Agreement to be executed as of the date first written above.
STATE STREET BANK AND TRUST COMPANY
By: /s/ Michael F. Rogers
Name: Michael F. Rogers
Title: Executive Vice President
EACH OF THE INVESTMENT COMPANIES
LISTED ON EXHIBIT A ATTACHED HERETO
By: /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
See new 3/1/17 Amendment for Exhibit A
EXHIBIT A
TO THE FINANCIAL ADMINISTRATION ACCOUNTING AND
SERVICES AGREEMENT
(Updated as of March 1, 2017)
Federated Adjustable Rate Securities Fund
Federated Equity Income Fund, Inc.
Federated Global Allocation Fund
Federated Government Income Securities, Inc.
Federated Government Income Trust
Federated High Income Bond Fund, Inc.
Federated Total Return Government Bond Fund
Federated U.S. Government Securities Fund: 1-3 Years
Federated U.S. Government Securities Fund: 2-5 Years
Federated Core Trust:
Emerging Markets Core Fund
Federated Bank Loan Core Fund
Federated Mortgage Core Portfolio
High Yield Bond Portfolio
Federated Core Trust III:
Federated Project and Trade Finance Core Fund
Federated Equity Funds:
Federated Clover Small Value Fund
Federated Clover Value Fund
Federated Kaufmann Fund
Federated Kaufmann Large Cap Fund
Federated Kaufmann Small Cap Fund
Federated MDT Mid-Cap Growth Fund
Federated Managed Volatility Fund
Federated Prudent Bear Fund
Federated Strategic Value Dividend Fund
Federated Fixed Income Securities, Inc.:
Federated Strategic Income Fund
Federated High Yield Trust:
Federated Equity Advantage Fund
Federated High Yield Trust
Federated Income Securities Trust:
Federated Capital Income Fund
Federated Floating Rate Strategic Income Fund
Federated Fund for U.S. Government Securities
Federated Intermediate Corporate Bond Fund
Federated Real Return Bond Fund
Federated Short-Term Income Fund
Federated Index Trust:
Federated Max-Cap Index Fund
Federated Mid-Cap Index Fund
Federated Institutional Trust:
Federated Government Ultrashort Duration Fund
Federated Institutional High Yield Bond Fund
Federated Short-Intermediate Total Return Bond Fund
Federated Insurance Series:
Federated Managed Tail Risk Fund II
Federated Fund for U.S. Government Securities II
Federated High Income Bond Fund II
Federated Kaufmann Fund II
Federated Managed Volatility Fund II
Federated Government Money Fund II
Federated Quality Bond Fund II
Federated Investment Series Funds, Inc.:
Federated Bond Fund
Federated Managed Pool Series:
Federated Corporate Bond Strategy Portfolio
Federated High-Yield Strategy Portfolio
Federated Managed Volatility Strategy Portfolio
Federated Mortgage Strategy Portfolio
Federated MDT Series:
Federated MDT All Cap Core Fund
Federated MDT Balanced Fund
Federated MDT Large Cap Growth Fund
Federated MDT Small Cap Growth Fund
Federated MDT Small Cap Core Fund
Federated Total Return Series, Inc.:
Federated Mortgage Fund
Federated Total Return Bond Fund
Federated Ultrashort Bond Fund
Money Market Obligations Trust:
Federated California Municipal Cash Trust
Federated Connecticut Municipal Cash Trust
Federated Florida Municipal Cash Trust
Federated Georgia Municipal Cash Trust
Federated Government Obligations Fund
Federated Institutional Money Market Management
Federated Institutional Prime 60-Day Max Money Market Fund
Federated Institutional Prime Obligations Fund
Federated Institutional Prime Value Obligations Fund
Federated Institutional Tax-Free Cash Trust
Federated Massachusetts Municipal Cash Trust
Federated Institutional Prime 60 Day Fund
Federated Michigan Municipal Cash Trust
Federated Minnesota Municipal Cash Trust
Federated Municipal Obligations Fund
Federated New Jersey Municipal Cash Trust
Federated New York Municipal Cash Trust
Federated North Carolina Municipal Cash Trust
Federated Ohio Municipal Cash Trust
Federated Pennsylvania Municipal Cash Trust
Federated Prime Cash Obligations Fund
Federated Tax-Free Obligations Fund
Federated Treasury Obligations Fund
Federated Trust for U.S. Treasury Obligations
Federated Virginia Municipal Cash Trust
Amendment to Financial Administration
and Accounting Services Agreement
This Amendment to Financial Administration and Accounting Services Agreement (this “Amendment”) is dated as of October 14, 2015, by and among each of the investment companies listed on Exhibit A hereto (each, a “Trust”) and State Street Bank and Trust Company (“State Street” or “Administrator”).
RECITALS
WHEREAS, the Trusts and State Street are parties to a certain Financial Administration and Accounting Services Agreement, dated as of March 1, 2011 (such agreement, together with all exhibits, schedules, and any other documents executed or delivered in connection therewith, the (“Agreement”); and
WHEREAS, the parties desire to amend the Agreement on the terms and subject to the conditions hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:
1. Amendments. The Agreement is hereby amended as follows:
(a) Section III.A of the Agreement is hereby amended by adding the following at the end of paragraph 11:
“12. Schedules A and A(i) attached hereto as Exhibit 1 are added to the Agreement as Schedules A and A(i).
(b) Exhibit A to Schedules A and A(i) is added to the Agreement.
2. No Other Amendments. Except as expressly amended hereby, the Agreement shall continue in full force and effect in accordance with its terms.
3. Governing Law. This Amendment shall be deemed to have been made in The Commonwealth of Massachusetts and shall be governed by and construed under and in accordance with the laws of the Commonwealth of Massachusetts without giving effect to its conflict of laws principles and rules.
4. | This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same instrument. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received via electronically transmitted form. |
[Signature Page
Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Financial Administration and Accounting Services Agreement to be executed as of the date first written above.
State Street Bank and Trust Company
By: _// Gunjan Kedia //_________________________________
Name: Gunjan Kedia
Title: Executive Vice President
Each of the Investment Companies
Listed on Exhibit A attached hereto
By: __//Lori Hensler//________________________________
Name: Lori Hensler
Title: Fund Treasurer
EXHIBIT A
TO SCHEDULES A AND A(I) OF THE FINANCIAL ADMINISTRATION ACCOUNTING AND
SERVICES AGREEMENT
(Updated as of March 1, 2017)
Federated Insurance Series:
Federated Government Money Fund II
Money Market Obligations Trust:
Federated California Municipal Cash Trust
Federated Connecticut Municipal Cash Trust
Federated Florida Municipal Cash Trust
Federated Georgia Municipal Cash Trust
Federated Government Obligations Fund
Federated Massachusetts Municipal Cash Trust
Federated Institutional Prime 60 Day Fund
Federated Michigan Municipal Cash Trust
Federated Minnesota Municipal Cash Trust
Federated Institutional Money Market Management
Federated Municipal Obligations Fund
Federated New Jersey Municipal Cash Trust
Federated New York Municipal Cash Trust
Federated North Carolina Municipal Cash Trust
Federated Ohio Municipal Cash Trust
Federated Pennsylvania Municipal Cash Trust
Federated Prime Cash Obligations Fund
Federated Institutional Prime Obligations Fund
Federated Institutional Prime Value Obligations Fund
Federated Tax-Free Obligations Fund
Federated Institutional Tax-Free Cash Trust
Federated Treasury Obligations Fund
Federated Trust for U.S. Treasury Obligations
Federated Virginia Municipal Cash Trust
Exhibit 1
Schedule A
Fund Administration Money Market Fund Services
Subject to the authorization and direction of the Trust, the Administrator will provide the money market fund services set forth on Schedule A(i) (the “Money Market Services”) to the Trusts listed on Exhibit A hereto assist the Trusts in complying with certain of the compliance testing and reporting requirements applicable to the Trusts that are “money market funds” within the meaning of Rule 2a-7 under the 1940 Act.
1. | Evidence of Authority. |
The Administrator is authorized and instructed to rely upon the information it receives from the Trust or any third party authorized by the Trust. The Administrator shall have no responsibility for the actions or omissions of the Trust or any third party authorized by the Trust to act on its behalf, or the completeness or accuracy of any information provided by the Trust or a third party authorized by the Trust to act on its behalf. In performing the Money Market Services, the Administrator 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 by or on behalf of the Trust. Instructions may be in writing signed by the authorized person or persons or may be by such other means and utilizing such intermediary systems and utilities as may be agreed from time to time by the Administrator and the person(s) or entity giving such instruction. The Administrator may act on oral instructions if the Administrator reasonably believes them to have been given by a person authorized to provide such instructions with respect to the action involved; the Trust shall cause all oral instructions to be confirmed in writing or by such other procedure approved by the Administrator and the Trust.
2. | Responsibilities of the Parties; Indemnification; Warranties and Disclaimers. |
a. The Trust agrees that it shall be solely responsible for any decision made or action taken in reliance on the compliance testing results, reports, forms or other data or information included in the Money Market Services provided by the Administrator.
b. The Parties acknowledge that the Administrator is required to rely upon data provided by the Trust or third parties (“Data”) in providing the Money Market Services. The Administrator does not own the Data, has not developed the Data, does not control the Data, and has not, and will not make any inquiry into the accuracy of any Data. Without limiting the foregoing, to the extent applicable, the Administrator will not be liable for any delays in the transmission of Forms N-MFP, Forms N-CR, reports, market-based NAVs, shareholder inflows/outflows, daily and weekly liquid assets, affiliate sponsor support flows, portfolio holdings or transmission of Data or inaccuracies of, errors in or omission of, Data in connection with the provision of the Money Market Services in each case provided by the Trust or any other third party.
c. To the extent applicable, the Trust represents and warrants to the Administrator that it has the necessary licenses from each nationally recognized statistical ratings organization whose ratings are set forth in its Forms N-MFP as contemplated hereby.
d. To the extent applicable, the Trust is solely responsible for determining and immediately notifying in writing the Administrator of the occurrence of one or more triggering events causing a filing on Form N-CR. The Trust is solely responsible for accurately and timely supplying the Administrator, or causing third parties to accurately and timely supply the Administrator, with all data, information and signatures in respect of each Trust that is required in order for the Administrator to file each Form N-CR, whether or not such information is specifically requested by the Administrator. The Administrator shall be without liability if the Administrator has not received by the submission deadline communicated by the Administrator to the Trust all of the Data, information and signatures it requires to submit such Form N-CR filing.
e. To the extent applicable, the Trust acknowledges that it shall be the Trust’s responsibility to retain for the periods prescribed by Rule 2a-7 (i) the compliance testing results and reports produced by the Administrator; (ii) its Forms N-MFP and Forms N-CR produced by the Administrator; and (iii) information prepared by the Administrator for posting on the Trust’s website.
f. The Trust acknowledges and agrees that the Money Market Services do not constitute advice or recommendations of any kind and the Administrator is not acting in a fiduciary capacity in providing the Money Market Services.
g. The Trust understands that the nature of the Money Market Services provided under this Agreement are distinct from the services provided under any other agreement between State Street Bank and Trust Company and the Trust, including any custody, fund accounting or transfer agency services agreements and, consequently, the terms of this Agreement rather than such other agreements shall govern the delivery of the Money Market Services. For the avoidance of doubt, the standard of care and liability provisions of Section XII of this Agreement shall govern the provision of the Money Market Services.
SCHEDULE A(i)
Money Market Fund Compliance Testing and Reporting Services
Subject to the authorization and direction of the Trust and, in each case where appropriate, the review and comment by the Trust’s independent accountants and legal counsel, and in accordance with procedures that may be established from time to time between the Trust and the Administrator, the Administrator will:
a. | Prepare for posting on the Trust’s website daily each money market fund’s market-based NAVs; and |
b. | Prepare for posting on the Trust’s website daily each money market fund’s inflows/outflows. |
Amendment to Financial Administration
and Accounting Services Agreement
This Amendment to the Financial Administration and Accounting Services Agreement (this “Amendment”) is dated as of March 1, 2017, by and among each of the investment companies listed on Exhibit A hereto (each, a “Trust”) and State Street Bank and Trust Company (“State Street”).
RECITALS
WHEREAS, the Trusts and State Street are parties to a certain Financial Administration and Accounting Services Agreement, dated as of March 1, 2011, as amended (such agreement, together with all exhibits, schedules, and any other documents executed or delivered in connection therewith, the (“Agreement”); and
WHEREAS, the parties desire to amend the Agreement to extend the term of the Agreement by two (2) years on the terms and subject to the conditions hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:
1. Amendments. The Agreement is hereby amended as follows:
(a) The first sentence of Section XV.A of the Agreement is deleted in its entirety and replaced as follows:
“A. Term. This Agreement shall remain in full force and effect for an initial term ending February 28, 2021(the “Initial Term”) and shall automatically continue in full force and effect after such Initial Term unless either party terminates this Agreement by written notice to the other party at least six (6) months prior to the expiration of the Initial Term.”
(b) Exhibit A to the Agreement is deleted in its entirety and replaced with the attached Exhibit A.
2. No Other Amendments. Except as expressly amended hereby, the Agreement shall continue in full force and effect in accordance with its terms.
3. Governing Law. This Amendment shall be deemed to have been made in The Commonwealth of Massachusetts and shall be governed by and construed under and in accordance with the laws of the Commonwealth of Massachusetts without giving effect to its conflict of laws principles and rules.
4. | This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same instrument. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received via electronically transmitted form. |
[Signature Page
Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Financial Administration and Accounting Services Agreement to be executed as of the date first written above.
State Street Bank and Trust Company
By: /s/ Andrew Erickson
Name: Andrew Erickson
Title: Executive Vice President
Each of the Investment Companies
Listed on Exhibit A attached hereto
By: /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Fund Treasurer
AMENDMENT TO THE
FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
BETWEEN
THE INVESTMENT COMPANIES LISTED ON EXHIBIT A
AND
STATE STREET BANK AND TRUST COMPANY
AMENDMENT to the Financial Administration and Accounting Services Agreement (the “Agreement”) made as of March 1, 2011, by and among State Street Bank and Trust Company (“State Street”) and each of the investment companies identified on Exhibit A (each a “Trust”).
WHEREAS, State Street and each Trust wish to amend the Agreement to restate Exhibit A to reflect the rebranding of each Trust;
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. | Effective close of business June 26, 2020, to restate Exhibit A as attached hereto. |
2. | All other provisions, terms and conditions contained in the Agreement, as amended, shall remain in full force and effect. |
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the 6th day of July, 2020.
EACH OF THE INVESTMENT COMPANIES LISTED ON EXHIBIT A ATTACHED HERETO | STATE STREET BANK AND TRUST COMPANY |
By: Lori A. Hensler | By: /s/ Andrew Erickson |
Name: Lori A. Hensler | Name: Andrew Erickson |
Title: Treasurer | Title: Executive Vice President |
EXHIBIT A
to
FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT Dated March 1, 2011
(Updated as of December 1, 2020)
Management Investment Companies Registered with the SEC and Portfolios thereof, If Any
Federated Hermes Equity Income Fund, Inc.
Federated Hermes Global Allocation Fund
Federated Hermes Government Income Securities, Inc.
Federated Hermes Adjustable Rate Securities Trust:
Federated Hermes Adjustable Rate Fund
Federated Hermes Adviser Series
Federated Hermes Conservative Microshort Fund
Federated Hermes Conservative Municipal Microshort
Fund: Not effective til 1/21/21
Federated Hermes Government Income Trust:
Federated Hermes Government Income Fund
Federated Hermes High Income Bond Fund, Inc.
Federated Hermes Total Return Government Bond Fund
Federated Hermes Short-Term Government Trust:
Federated Hermes Short-Term Government Fund
Federated Hermes Short-Intermediate Government Trust:
Federated Hermes Short-Intermediate Government Fund
Federated Hermes Core Trust:
Bank Loan Core Fund
Federated Mortgage Core Portfolio
High Yield Bond Portfolio
Emerging Markets Core Fund
Federated Hermes Core Trust III:
Project and Trade Finance Core Fund
Federated Hermes Equity Funds:
Federated Hermes Clover Small Value Fund
Federated Hermes Kaufmann Fund
Federated Hermes Kaufmann Large Cap Fund
Federated Hermes Kaufmann Small Cap Fund
Federated Hermes MDT Mid Cap Growth Fund
Federated Hermes Prudent Bear Fund
Federated Hermes Fixed Income Securities, Inc.:
Federated Hermes Strategic Income Fund
Federated Hermes High Yield Trust
Federated Hermes Opportunistic High Yield Bond Fund
Federated Hermes Income Securities Trust:
Federated Hermes Capital Income Fund
Federated Hermes Floating Rate Strategic Income Fund
Federated Hermes Fund for U.S. Government Securities
Federated Hermes Intermediate Corporate Bond Fund
Federated Hermes Real Return Bond Fund
Federated Hermes Short-Term Income Fund
Federated Hermes Institutional Trust:
Federated Hermes Government Ultra Short Fund
Federated Hermes Institutional High Yield Bond Fund
Federated Hermes Short-Intermediate Total Return Bond Fund
Federated Hermes Insurance Series:
Federated Hermes Fund for U.S. Government Securities II
Federated Hermes High Income Bond Fund II
Federated Hermes Kaufmann Fund II
Federated Hermes Managed Volatility Fund II
Federated Hermes Government Money Fund II
Federated Hermes Quality Bond Fund II
Federated Hermes Investment Series Funds, Inc.:
Federated Hermes Corporate Bond Fund
Federated Hermes Managed Pool Series:
Federated Hermes Corporate Bond Strategy Portfolio
Federated Hermes High-Yield Strategy Portfolio
Federated Hermes Mortgage Strategy Portfolio
Federated Hermes MDT Series:
Federated Hermes MDT All Cap Core Fund
Federated Hermes MDT Balanced Fund
Federated Hermes MDT Large Cap Growth Fund
Federated Hermes MDT Small Cap Growth Fund
Federated Hermes MDT Small Cap Core Fund
Federated Hermes Project and Trade Finance Tender Fund
Federated Hermes Total Return Series, Inc.:
Federated Hermes Select Total Return Bond Fund
Federated Hermes Total Return Bond Fund
Federated Hermes Ultrashort Bond Fund
Federated Hermes Money Market Obligations Trust:
Federated Hermes California Municipal Cash Trust
Federated Hermes Georgia Municipal Cash Trust
Federated Hermes Government Obligations Fund
Federated Hermes Massachusetts Municipal Cash Trust
Federated Hermes Institutional Money Market Management
Federated Hermes Municipal Obligations Fund
Federated Hermes New York Municipal Cash Trust
Federated Hermes Pennsylvania Municipal Cash Trust
Federated Hermes Prime Cash Obligations Fund
Federated Hermes Institutional Prime Obligations Fund
Federated Hermes Institutional Prime Value Obligations Fund
Federated Hermes Tax-Free Obligations Fund
Federated Hermes Institutional Tax-Free Cash Trust
Federated Hermes Treasury Obligations Fund
Federated Hermes Trust for U.S. Treasury Obligations
Federated Hermes Virginia Municipal Cash Trust
Federated Hermes Money Market Obligations Trust:
Federated Hermes California Municipal Cash Trust
Federated Hermes Georgia Municipal Cash Trust
Federated Hermes Government Obligations Fund
Federated Hermes Massachusetts Municipal Cash Trust
Federated Hermes Institutional Money Market Management
Federated Hermes Municipal Obligations Fund
Federated Hermes New York Municipal Cash Trust
Federated Hermes Pennsylvania Municipal Cash Trust
Federated Hermes Prime Cash Obligations Fund
Federated Hermes Institutional Prime Obligations Fund
Federated Hermes Institutional Prime Value Obligations Fund
Federated Hermes Tax-Free Obligations Fund
Federated Hermes Institutional Tax-Free Cash Trust
Federated Hermes Treasury Obligations Fund
Federated Hermes Trust for U.S. Treasury Obligations
Federated Hermes Virginia Municipal Cash Trust
AMENDMENT TO FINANCIAL ADMINISTRATION
AND ACCOUNTING SERVICES AGREEMENT
This Amendment to the Financial Administration and Accounting Services Agreement is made this 5th day of March, 2018 (the “Amendment”) by and between State Street Bank and Trust Company, a Massachusetts trust company (“State Street”) and by and among each of the investment companies listed on Exhibit A thereto (each, a “Trust”) and shall be effective as of March 1, 2018 and as set forth in Section 2 below. Capitalized terms used in this Amendment without definition shall have the respective meanings ascribed to such terms in the Agreement (as defined below).
WHEREAS, State Street and the Trusts entered into the Financial Administration and Accounting Services Agreement dated as of March 1, 2011 (as amended, supplemented, restated or otherwise modified from time to time, the “Agreement”); and
WHEREAS, the parties hereto wish to amend the Agreement as set forth below.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree to amend the Agreement, pursuant to the terms thereof, as follows:
1. The Agreement is hereby amended as follows:
A. Article III of the Agreement is hereby amended and restated in its entirety as follows:
“State Street shall provide the services as listed on Schedule B, subject to the authorization and direction of the Trusts and, in each case where appropriate, the review and comment by the Trusts’ independent accountants and legal counsel and in accordance with procedures which may be established from time to time between the Trusts and State Street.
State Street shall perform such other services for the Trusts that are mutually agreed to by the parties from time to time, for which the Trusts will pay such fees as may be mutually agreed upon, including State Street’s reasonable out-of-pocket expenses. The provision of such services shall be subject to the terms and conditions of this Agreement.
State Street shall provide the office facilities and the personnel determined by it to perform the services contemplated herein.”
B. A new paragraph is hereby added to Section VI of the Agreement immediately following the first sentence as follows:
“In compliance with the requirements of Rule 31a-3 under the 1940 Act, State Street agrees that all records which it maintains for the Trusts shall at all times remain the property of the Trusts, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request except as otherwise provided in Section XV and subject to Section XVII.B. State Street further agrees that all records that it maintains for the Trusts pursuant to Rule 31a-1 under the 1940 Act will be preserved for the periods prescribed by Rule 31a-2 under the 1940 Act unless any such records are earlier surrendered as provided above. Records may be surrendered in either written or machine-readable form, at the option of State Street. In the event that State Street is requested or authorized by the Trusts, or required by subpoena, administrative order, court order or other legal process, applicable law or regulation, or required in connection with any investigation, examination or inspection of a Trust by state or federal regulatory agencies, to produce the records of such Trust or State Street’s personnel as witnesses or deponents, each relevant Trust agrees to pay State Street for State Street’s time and expenses, as well as the fees and expenses of State Street’s counsel incurred in such production.”
C. A new paragraph is hereby added to Section IX of the Agreement immediately following the first paragraph as follows:
“Pursuant to other agreements now or any time in effect between any of the Trusts (or any of their investment managers or investment advisors, on its behalf) and State Street Bank and Trust Company or its affiliates (the “Other State Street Agreements”) in any capacity other than as State Street hereunder (in such other capacities, the “Bank”), the Bank may be in possession of certain information and data relating to the Trusts and/or the Portfolios that is necessary to provide the Services, including Form N-PORT and Form N-CEN Support Services. Each of the Trusts hereby acknowledges and agrees that (i) this Section IX of the Agreement serves as its consent and instruction, or Proper Instruction, as the case may be, for itself and on behalf of each Portfolio under and pursuant to such Other State Street Agreements for the Bank to provide or otherwise make available (including via platforms such as my.statestreet.com) to State Street, Trust information such as net asset values and information relating to the net assets of the Trusts, holdings and liquidity reports, registration titles, market value and other information and data related to the Trusts.
D. Paragraph 2 of Section XI is amended and restated as follows:
“The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ii) that is independently derived by the party receiving the information (“Receiving Party”) without the use of any information provided by the party providing information under this agreement, or any affiliate (the “Disclosing Party”), (iii) that is disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, (iv) that is disclosed as required by operation of law or regulation or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct State Street or its affiliates to employ (or which is required in connection with the holding or settlement of instruments included in the assets subject to this Agreement), or (v) where the party seeking to disclose is expressly permitted under applicable law or regulation to disclose for a legitimate business purpose subject to confidentiality obligation, or has received the prior written consent of the Disclosing Party providing the information, which consent shall not be unreasonably withheld. Furthermore, and notwithstanding anything in this Section XI to the contrary, the Accounting Agent may aggregate Portfolio data with similar data of other customers of the Accounting Agent ("Aggregated Data") and may use Aggregated Data for purposes of constructing statistical models so long as such Aggregated Data represents a sufficiently large sample that no Portfolio data can be identified either directly or by inference or implication.
A Receiving Party shall protect Confidential Information of a Disclosing Party at least to the same degree as the Receiving Party protects its own Confidential Information. All Confidential Information, provided by a Disclosing Party shall remain the property of such Disclosing Party. All Confidential Information, together with any copies thereof, in whatever form, shall, upon the Disclosing Party’s written request, be returned to the Disclosing Party or destroyed, at the Receiving Party’s election; provided, that the Receiving Party shall be permitted to retain all or any portion of the Confidential Information, in accordance with the confidentiality obligations specified in this Agreement, to the extent required by applicable law or regulatory authority or to the extent required by the Receiving Party’s internal policies and in accordance with its customary practices for backup and storage.
E. The fourth paragraph of Section XI is hereby amended and restated as follows:
“To the extent the Receiving Party continues to possess confidential information or records of the Disclosing party after the termination of this Agreement, the obligations contained in this Section XI of this Agreement shall continue until the five (5) year anniversary of the termination date of this Agreement.”
F. The fourth paragraph of Section XVI is hereby amended and restated as follows:
“Each Trust will bear all expenses that are incurred in its operation and not specifically assumed by State Street. For the avoidance of doubt, Trust expenses not assumed by State Street include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of the Registration Statement, Form N-CSR, Form N-Q or Form N-PORT (as applicable), Form N-PX, Form N-MFP, Form N-SAR or Form N-CEN (as applicable), proxy materials, federal and state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by State Street under this Agreement); cost of any services contracted for by each Trust directly from parties other than State Street; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for each Trust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation (e.g., typesetting, XBRL-tagging, page changes and all other print vendor and EDGAR charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of each Trust; costs of Preparation, printing, distribution and mailing, as applicable, of each Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of each Trust’s tax returns, Form N-1A, Form N-CSR, Form N-Q or Form N-PORT (as applicable), Form N-PX, Form N-MFP and Form N-SAR or Form N-CEN (as applicable), and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and D&O/E&O liability insurance; and the cost of independent pricing services used in computing the Trusts’ or any Fund’s net asset value.”
G. Section XXVI of the Agreement is hereby deemed amended and restated as follows:
“XXVI. DATA PRIVACY.
(a) State Street will implement and maintain a written information security program that contains appropriate security measures generally consistent with industry standard practices aligned with a security framework appropriate for a large financial services company to safeguard the personal information of the Trusts’ shareholders, employees, directors and officers that State Street receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder. The term, ''personal information", as used in this Section, means (a) an individual's name (first initial and last name or first name and last name), address or telephone number plus (i) Social Security or other tax identification number, (ii) driver's license number, (iii) state identification card number, (iv) debit or credit card number, (v) financial account number or (vi) personal identification number or password that would permit access to a person's account, (b) any combination of any of the foregoing that would allow a person to log onto or access an individual's account, or (c) any other non-public personal information within the meaning of applicable law or regulation. "Personal Information" shall not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public (except to the extent applicable law in a particular jurisdiction does not exclude such publicly available information from protection as personal information).”
H. A new Section XXIX of the Agreement is hereby added as follows:
“SECTION XXIX. USE OF DATA.
(a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, State Street (which term for purposes of this Section XXIX includes each of its parent company, branches and affiliates (''Affiliates")) may collect and store information regarding a Trust and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Trusts and State Street or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(c) Except as expressly contemplated by this Agreement, nothing in this Section XXIX shall limit the confidentiality and data-protection obligations of State Street and its Affiliates under this Agreement and applicable law. State Street shall cause any Affiliate, agent or service provider to which it has disclosed data and information in the performance of its services under this Agreement pursuant to this Section XXIX to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.”
I. A new Section XXX is hereby added to the Agreement as follows:
“XXX. BUSINESS CONTINUITY/DISASTER RECOVERY.
In the event of equipment failure, work stoppage, governmental action, communication disruption or other impossibility of performance beyond State Street’s control, State Street shall take reasonable steps to minimize service interruptions. Specifically, State Street shall implement reasonable procedures to prevent the loss of data and to recover from service interruptions caused by equipment failure or other circumstances with resumption of all substantial elements of services in a timeframe sufficient to meet business requirements. State Street shall enter into and shall maintain in effect at all times during the term of this Agreement with appropriate parties one or more agreements making reasonable provision for (i) periodic back-up of the computer files and data with respect to the Trusts; and (ii) emergency use of electronic data processing equipment to provide services under this Agreement. State Street shall test the ability to recover to alternate data processing equipment in accordance with State Street program standards, and provide a high level summary of business continuity test results to the Trusts upon request. State Street will remedy any material deficiencies in accordance with State Street program standards. Upon reasonable advance notice, and at no cost to State Street, the Trusts retain the right to review State Street’s business continuity, crisis management, disaster recovery, and third-party vendor management processes and programs (including discussions with the relevant subject matter experts and an on-site review of the production facilities used) related to delivery of the service no more frequently than an annual basis. Upon reasonable request, the State Street also shall discuss with senior management of the Trusts any business continuity/disaster recovery plan of the State Street and/or provide a high-level presentation summarizing such plan.”
J. New Schedules B and B2 are hereby added to the Agreement as set forth in Exhibit 1.
K. A new Schedule B1 is hereby added to the Agreement as set forth in Exhibit 1.
L. A new Schedule B6 (including Annex I thereto) is hereby added to the Agreement as set forth in Exhibit 1.
2. | The provisions of this Amendment (and the terms of the Agreement as modified hereby) shall be or become effective as follows: |
A. Sections 1.A., 1.B., 1.C., 1.D., 1.E., 1.F., 1.G., 1.H., 1.I., 1.J. and 1.K. of this Amendment and the preparation and onboarding activities related to the Services (as defined in the Agreement), including those set forth in Section II of Schedule B6, shall be effective as of the date of this Amendment as set forth above.
B. Section 1.L. of this Amendment and the data aggregation, preparation of data sets and recordkeeping activities of the Services (as defined in Schedule B6) shall become effective as of the first day of the first month in which any Trust is required by applicable law (including any rules and regulations promulgated thereunder and in accordance with any interpretive releases issued by the U.S. Securities and Exchange Commission) to aggregate data and maintain records consistent with Form N-PORT (currently anticipated to be June 2018).
C. The filing obligations of the Services shall become effective as of the first day of the first month in which any Trust is required by applicable law (including any rules and regulations promulgated thereunder and in accordance with any interpretive releases issued by the U.S. Securities and Exchange Commission) to file Form N-PORT (currently anticipated to be April 2019).
3. | Notwithstanding the first sentence of Section XV.A of the Agreement, each Trust agrees to be bound to receive from State Street the Form N-PORT and Form N-CEN Support Services and the other services as described in Schedule B6 attached hereto for at least eighteen (18) months following the date of this Amendment. The parties further agree that the foregoing commitment will be deemed the “term” for the Form N-PORT and Form N-CEN Support Services and that following the expiration of such term, the any renewal or termination provisions of Section XV will apply to the Form N-PORT and Form N-CEN Support Services in the same way as such provisions apply to all other services under the Agreement. |
4. | Except as specifically amended hereby, all other terms and conditions of the Agreement shall remain in full force and effect. This Amendment, including Exhibit 1, is incorporated in its entirety into the Agreement, and this Amendment and said Agreement shall be read and interpreted together as the Agreement. |
5. | This Amendment shall be construed and the provisions thereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts, without regard to its conflicts of laws provisions. |
6. | This Amendment may be executed in separate counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same instrument. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received via electronically transmitted form. |
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their officers designated below as of the date first written above.
Each of the Investment Companies
Listed On Exhibit A TO THE AGREEMENT
By: /s/ Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
STATE STREET BANK AND TRUST COMPANY
By: /s/ Andrew Erickson
Name: Andrew Erickson
Title: Executive Vice President
Schedule A
List of TRusts AND FUNDS
Federated Hermes Adjustable Rate Securities Trust:
Federated Hermes Equity Income Fund, Inc.
Federated Hermes Global Allocation Fund
Federated Hermes Government Income Securities, Inc.
Federated Hermes Government Income Trust
Federated Hermes High Income Bond Fund, Inc.
Federated Hermes Total Return Government Bond Fund
Federated Hermes Short-Term Government Trust
Federated Hermes Short-Intermediate Government Trust
Federated Hermes Core Trust:
Bank Loan Core Fund
Mortgage Core Fund
High Yield Bond Core Fund
Emerging Markets Core Fund
Federated Hermes Core Trust III:
Federated Hermes Project and Trade Finance Core Fund
Federated Hermes Equity Funds:
Federated Hermes Clover Small Value Fund
Federated Hermes Kaufmann Fund
Federated Hermes Kaufmann Large Cap Fund
Federated Hermes Kaufmann Small Cap Fund
Federated Hermes MDT Mid Cap Growth Fund
Federated Hermes Prudent Bear Fund
Federated Hermes Fixed Income Securities, Inc.:
Federated Hermes Strategic Income Fund
Federated Hermes High Yield Trust
Federated Hermes Equity Advantage Fund
Federated Hermes High Yield Trust
Federated Hermes Income Securities Trust:
Federated Hermes Capital Income Fund
Federated Hermes Floating Rate Strategic Income Fund
Federated Hermes Fund for U.S. Government Securities
Federated Hermes Intermediate Corporate Bond Fund
Federated Hermes Real Return Bond Fund
Federated Hermes Short-Term Income Fund
Federated Hermes Institutional Trust:
Federated Hermes Government Ultrashort Duration Fund
Federated Hermes Institutional High Yield Bond Fund
Federated Hermes Short-Intermediate Total Return Bond Fund
Federated Hermes Insurance Series:
Federated Hermes Managed Tail Risk Fund II
Federated Hermes Fund for U.S. Government Securities II
Federated Hermes High Income Bond Fund II
Federated Hermes Kaufmann Fund II
Federated Hermes Managed Volatility Fund II
Federated Hermes Government Money Fund II
Federated Hermes Quality Bond Fund II
Federated Hermes Investment Series Funds, Inc.:
Federated Hermes Corporate Bond Fund
Federated Hermes Managed Pool Series:
Federated Hermes Corporate Bond Strategy Portfolio
Federated Hermes High-Yield Strategy Portfolio
Federated Hermes Mortgage Strategy Portfolio
Federated Hermes MDT Series:
Federated Hermes MDT All Cap Core Fund
Federated Hermes MDT Balanced Fund
Federated Hermes MDT Large Cap Growth Fund
Federated Hermes MDT Small Cap Growth Fund
Federated Hermes MDT Small Cap Core Fund
Federated Hermes Project and Trade Finance Tender Fund
Federated Hermes Total Return Series, Inc.:
Federated Hermes Select Total Return Bond Fund
Federated Hermes Total Return Bond Fund
Federated Hermes Ultrashort Bond Fund
Money Market Obligations Trust:
Federated Hermes California Municipal Cash Trust
Federated Hermes Georgia Municipal Cash Trust
Federated Hermes Government Obligations Fund
Federated Hermes Massachusetts Municipal Cash Trust
Federated Hermes Institutional Money Market Management
Federated Hermes Municipal Obligations Fund
Federated Hermes New York Municipal Cash Trust
Federated Hermes Pennsylvania Municipal Cash Trust
Federated Hermes Prime Cash Obligations Fund
Federated Hermes Institutional Prime Obligations Fund
Federated Hermes Institutional Prime Value Obligations Fund
Federated Hermes Tax-Free Obligations Fund
Federated Hermes Institutional Tax-Free Cash Trust
Federated Hermes Treasury Obligations Fund
Federated Hermes Trust for U.S. Treasury Obligations
Federated Hermes Virginia Municipal Cash Trust
EXHIBIT 1
FINANCIAL ADMINISTRATION
AND ACCOUNTING SERVICES AGREEMENT
Schedule B
LIST OF SERVICES
I. Fund Administration Treasury Services as described in Schedule B1 attached hereto;
II. Fund Administration Accounting Services as described in Schedule B2 attached hereto;
III. [Reserved];
IV. [Reserved];
V. [Reserved]; and
VI. Form N-PORT and Form N-CEN Support Services as described in Schedule B6 attached hereto.
Schedule B1
Fund Administration Treasury Services
a. Prepare for the review by designated officer(s) of the Trusts’ financial information that will be included in the Trusts’ semi-annual and annual shareholder reports (which shall also be subject to review by the Trusts’ legal counsel), and other quarterly reports (as mutually agreed upon), including tax footnote disclosures where applicable;
b. Coordinate the audit of the Trusts’ financial statements by the Trusts’ independent accountants, including the preparation of supporting audit workpapers and other schedules;
c. Prepare for the review by designated officer(s) of the Trusts financial information required by Form N-1A, Form N-SAR, Form N-Q, Form N-CSR, Form N-PORT, and Form N-CEN (as applicable), proxy statements and such other reports, forms or filings as may be mutually agreed upon;
d. Prepare for the review by designated officer(s) of the Trusts annual fund expense budgets, perform accrual analyses and roll-forward calculations and recommend changes to fund expense accruals on a periodic basis, arrange for payment of the Trusts’ expenses, review calculations of fees paid to the Trusts’ investment adviser, custodian, fund accountant, distributor and transfer agent, and obtain authorization of accrual changes and expense payments;
e. Provide periodic testing of the Trusts with respect to compliance with the Internal Revenue Code’s mandatory qualification requirements, the requirements of the 1940 Act and limitations for the Trusts contained in the Registration Statements for the Trusts as may be mutually agreed upon, including quarterly compliance reporting to the designated officer(s) of the Trusts as well as preparation of Board compliance materials;
f. Prepare and furnish total return performance information, fund performance statistics including SEC yields, and distribution yields for the Trusts, including such information on an after-tax basis, calculated in accordance with applicable U.S. securities laws and regulations, as may be reasonably requested by Trust management;
g. Prepare and disseminate vendor survey information;
h. Prepare and coordinate the filing of Rule 24f-2 notices, including coordination of payment;
i. Provide sub-certificates in connection with the certification requirements of the Sarbanes-Oxley Act of 2002 with respect to the services provided by the Administrator; and
j. Maintain certain books and records of the Trusts as required under Rule 31a-1(b) of the 1940 Act, as may be mutually agreed upon.
k. Prepare reports, including media questionnaires and mutual fund publication surveys, relating to the business and affairs of the Trust as may be mutually agreed upon and not otherwise prepared by the Trust's investment adviser, custodian, legal counsel or independent accountants;
l. Prepare fund income forecasts and submit for approval by officers of the Trust, recommendations for fund income dividend distributions;
m. Maintain continuing awareness of significant emerging regulatory and legislative developments which may affect the Trust, and provide related planning assistance where requested or appropriate;
Schedule B2
Fund Administration Accounting Services
1. Books of Account. Maintain the books of account of the Trusts and perform the following duties in the manner prescribed by the respective Trust's currently effective prospectus, statement of additional information or other governing document, copies of which have been certified by the Secretary of the Funds and supplied to the Accounting Agent (a "Governing Document") (including the procedures established in the Service Level Agreement):
a. Value the assets of each Portfolio using: primarily, market quotations (including the use of matrix pricing) supplied by the independent pricing services selected by the Accounting Agent in consultation with the Trust's investment adviser (the "Adviser") and approved by the Board; secondarily, if a designated pricing service does not provide a price for a security that the Accounting Agent believes should be available by market quotation, the Accounting Agent may obtain a price by calling brokers designated by the Adviser, or if the Adviser does not supply the names of such brokers, the Accounting Agent will attempt on its own to find brokers to price the security, subject to approval by the Adviser; thirdly, for securities for which no market price is available, the Valuation Committee overseen by the Board (the "Committee") will determine a fair value in good faith; or fourthly, such other procedures as may be adopted by the Board. Consistent with Rule 2a-4 under the 1940 Act, estimates may be used where necessary or appropriate. The Accounting Agent is not the guarantor of the accuracy of the securities prices received from such pricing agents and the Accounting Agent is not liable to the Trusts for errors in valuing a Portfolio's assets or calculating the net asset value (the ''NAV") per share of such Portfolio or class when the calculations are based upon inaccurate prices provided by pricing agents. The Accounting Agent will provide daily to the Adviser the security prices used in calculating the NAV of each Portfolio, for its use in preparing exception reports for those prices on which the Adviser has a comment. Further, upon receipt of the exception reports generated by the Adviser, the Accounting Agent will diligently pursue communication regarding exception reports with the designated pricing agents;
b. Determine the NAV per share of each Portfolio 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 of such Portfolio;
c. Prepare the daily mark-to-market reports and analysis incompliance with Rule 2a-7 for each of the money market portfolios.
d. Calculate the net income of each of the Portfolios, if any;
f. Calculate realized capital gains or losses of each of the Portfolios resulting from sale or disposition of assets, if any;
g. Calculate the expense accruals for each fund/class of shares;
h. Determine the dividend factor for all daily dividend funds;
i. Maintain the general ledger and other accounts, books and financial records of the Trust, including for each Portfolio, as required under Section 3l(a) of the 1940 Act and the rules thereunder in connection with the services provided by State Street;
J. At the request of the Trust, prepare various reports or other financial documents in accordance with generally accepted accounting principles as required by federal, state and other applicable laws and regulations; and
k. Such other similar services as may be reasonably requested by the Trust.
The Trusts shall provide timely prior notice to the Accounting Agent of any modification in the manner in which such calculations are to be performed as prescribed in any revision to the Trusts’ Governing Document. The Accounting Agent shall not be responsible for any revisions to the manner in which such calculations are to be performed unless such revisions are communicated in writing to the Accounting Agent.
SCHEDULE B6
Form N-PORT (the “Form N-PORT Services”) and Form N-CEN (the “Form N-CEN Services”) Support Services (collectively, the “Form N-PORT and Form N-CEN Services” or the “Services”)
I. Services.
(a) | Data Only N-PORT and N-CEN Solution (Aggregation of Data and Standard Report Delivery). No Filing. |
The Administrator, at the direction of and on behalf of each Trust, will electronically submit the completed Form NPORT Data and completed Form N-CEN Data to (i) each Trust, as relevant and/or (ii) the third-party filing agent for, and as designed from time to time in writing by, the Trusts (the “Agent(s)”), and will provide reasonable cooperation to the relevant Trust as reasonably requested by such Trust with respect to the Form N-PORT Data and Form N-CEN Data.
The Form N-PORT Data will be provided with respect to each Trust and each Fund of the Trusts as set forth in the attached Annex 1, which shall be executed by State Street and each Trust. The Form N-CEN Data will be provided with respect to each Trust as set forth in the attached Annex 1. Annex 1 may be updated from time to time upon the written request of each Trust and by virtue of an updated Annex 1 that is signed by all parties.
(b) Quarterly Portfolio of Investments Services:
· | Subject to the receipt of all Required Data, and as a component of the Services, the Administrator will use such Required Data from each Trust, State Street’s internal systems, and other data providers to prepare a draft portfolio of investments (the “Portfolio of Investments”), compliant with GAAP, as of each Trusts’ first and third fiscal quarter-ends. |
· | Each Trust acknowledges and agrees that it will be responsible for (i) reviewing and approving each such Portfolio of Investments, (ii) incorporating such information into such Trust’s filing mechanism, (iii) attaching each of its Portfolio of Investments to its first and third fiscal quarter-end N-PORT filings, and (iv) submitting such Portfolios of Investments as part of such N-PORT filings electronically to the SEC. |
(c) Liquidity Risk Measurement Services: Not Applicable.
II. Trust Duties, Representations and Covenants in Connection with the Services.
The provision of the Services to each Trust by State Street is subject to the following terms and conditions:
1. The parties acknowledge and agree on the following matters:
The Services depend, directly or indirectly, on: (i) Required Data and (ii) information concerning each Trust or its affiliates or any Fund, pooled vehicle, security or other investment or portfolio regarding which each Trust or its affiliates provide services or is otherwise associated (“Trust Entities”) that is generated or aggregated by State Street or its affiliates in connection with services performed on each Trust’s behalf or otherwise prepared by State Street (“State Street Data,” together with Required Data and Third Party Data (as defined below), “Services-Related Data”). State Street’s obligations, responsibilities and liabilities with respect to any State Street Data used in connection with other services received by each Trust shall be as provided in such respective other agreements between State Street or its affiliates and each Trust relating to such other services (e.g., administration and/or custody services, etc.) from which the State Street Data is derived or sourced (“Other Trust Agreements”). Nothing in this Agreement or any service schedule(s) shall limit or modify State Street’s or its affiliates’ obligations to each Trust under the Other Trust Agreements.
In connection with the provision of the Services by State Street, each Trust acknowledges and agrees that it will be responsible for providing State Street with any information requested by State Street, including, but not limited to, the following:
(A) Arranging for the regular provision of all Required Data (including State Street Data, where applicable) and related information to State Street, in formats compatible with Administrator-provided data templates including, without limitation, Required Data and the information and assumptions required by State Street in connection with a Trust reporting profile and onboarding checklist, as it, or the information or assumptions required, may be revised at any time by State Street, in its discretion (collectively, the “Onboarding Checklist”) and such other forms and templates as may be used by State Street for such purposes from time to time, for all Trusts and/or Funds receiving services under this Agreement, including but not limited to those to be reported on Form N-PORT and Form N-CEN (as determined by each Trust), including, without limitation, arranging for the provision of data from each Trust, its affiliates, third party administrators, prime brokers, custodians, and other relevant parties. If and to the extent that Required Data is already accessible to State Street (or any of its affiliates) in its capacity as administrator to one or more Trusts, State Street and each Trust will agree on the scope of the information to be extracted from State Street’s or any of its affiliate’s systems for purposes of State Street’s provision of the Services, subject to the discretion of State Street, and State Street is hereby expressly authorized to use any such information as necessary in connection with providing the Services hereunder; and
(B) Providing all required information and assumptions not otherwise included in Trust data and assumptions provided pursuant to Section 1(A) above, including but not limited to the Required Data, as may be required in order for State Street to provide the Services.
The following are examples of certain types of information that each Trust is likely to be required to provide pursuant to Sections 1(A) and 1(B) above, and each Trust hereby acknowledges and understands that the following categories of information are merely illustrative examples, are by no means an exhaustive list of all such required information, and are subject to change as a result of any amendments to Form N-PORT and Form N-CEN:
· SEC filing classification of each Trust (i.e., small or large filer);
· Identification of any data sourced from third parties; and
· Identification of any securities reported as Miscellaneous.
2. Each Trust acknowledges that it has provided to State Street all material assumptions used by each Trust or that are expected to be used by each Trust in connection with the completion of the Services, and that it has approved all material assumptions used by State Street in the provision of the Services prior to the first use of the Services. Each Trust will also be responsible for promptly notifying State Street of any changes in any such material assumptions previously notified to State Street by each Trust or otherwise previously approved by each Trust in connection with State Street’s provision of the Services. Each Trust acknowledges that the completion of the Services, and the data required thereby, requires the use of material assumptions in connection with many different categories of information and data, and the use and/or reporting thereof, including, but not limited to the following:
· Investment classification of positions;
· Assumptions necessary in converting data extracts;
· General operational and process assumptions used by State Street in performing the Services; and
· Assumptions specific to each Trust.
Each Trust hereby acknowledges and understands that the foregoing categories of information that may involve the use of material assumptions are merely illustrative examples of certain subject matter areas in relation to which each Trust (and/or State Street on its behalf in connection with the Services) may rely on various material assumptions, and are by no means an exhaustive list of all such subject matter areas.
3. Each Trust acknowledges and agrees on the following matters:
(A) Each Trust has independently reviewed the Services (including, without limitation, the assumptions, market data, securities prices, securities valuations, tests and calculations used in the Services), and each Trust has determined that the Services are suitable for its purposes. None of State Street or its affiliates, nor their respective officers, directors, employees, representatives, agents or service providers (collectively, including State Street, “State Street Parties”) make any express or implied warranties or representations with respect to the Services or otherwise.
(B) Each Trust assumes full responsibility for complying with all securities, tax, commodities and other laws, rules and regulations applicable to it. State Street is not providing, and the Services do not constitute, legal, tax, investment, or regulatory advice, or accounting or auditing services advice. Unless otherwise agreed to in writing by the parties to this Agreement, the Services are of general application and State Street is not providing any customization, guidance, or recommendations. Where each Trust uses Services to comply with any law, regulation, agreement, or other Trust obligation, State Street makes no representation that any Service complies with such law, regulation, agreement, or other obligation, and State Street has no obligation of compliance with respect thereto.
(C) Each Trust may use the Services and any reports, charts, graphs, data, analyses and other results generated by State Street in connection with the Services and provided by State Street to each Trust (“Materials”) (a) for the internal business purpose of each Trust relating to the applicable Service or (b) for submission to the U.S. Securities and Exchange Commission, as required, of a Form N-PORT template and a Form N-CEN update. Each Trust may also redistribute the Materials, or an excerpted portion thereof, to its investment managers, investment advisers, agents, clients, investors or participants, as applicable, that have a reasonable interest in the Materials in connection with their relationship with each Trust (each a “Permitted Person”); provided, however, (i) each Trust may not charge a fee, profit, or otherwise benefit from the redistribution of Materials to Permitted Persons, (ii) data provided by third party sources such as but not limited to market or index data (“Third Party Data”) contained in the Materials may not be redistributed other than Third Party Data that is embedded in the calculations presented in the Materials and not otherwise identifiable as Third Party Data, except to the extent each Trust has separate license rights with respect to the use of such Third Party Data, or (iii) each Trust may not use the Services or Materials in any way to compete or enable any third party to compete with State Street. No Permitted Person shall have any further rights of use or redistribution with respect to, or any ownership rights in, the Materials or any excerpted portion thereof.
Except as expressly provided in this Section 3(C), each Trust, any of its affiliates, or any of their respective officers, directors, employees, investment managers, investment advisers, agents or any other third party, including any client of, or investor or participant in each Trust or any Permitted Persons (collectively, including each Trust, “Trust Parties”), may not directly or indirectly, sell, rent, lease, license or sublicense, transmit, transfer, distribute or redistribute, disclose display, or provide, or otherwise make available or permit access to, all or any part of the Services or the Materials (including any State Street Data or Third Party Data contained therein, except with respect to Third Party Data to the extent each Trust has separate license rights with respect to the use of such Third Party Data). Without limitation, Trust Parties shall not themselves nor permit any other person to in whole or in part (i) modify, enhance, create derivative works, reverse engineer, decompile, decompose or disassemble the Services or the Materials; (ii) make copies of the Services, the Materials or portions thereof; (iii) secure any source code used in the Services, or attempt to use any portions of the Services in any form other than machine readable object code; (iv) commercially exploit or otherwise use the Services or the Materials for the benefit of any third party in a service bureau or software-as-a-service environment (or similar structure), or otherwise use the Services or the Materials to perform services for any third party, including for, to, or with consultants and independent contractors; or (v) attempt any of the foregoing or otherwise use the Services or the Materials for any purpose other than as expressly authorized under this Agreement.
(D) Each Trust shall limit the access and use of the Services and the Materials by any Trust Parties to a need-to-know basis and, in connection with its obligations under this Agreement, each Trust shall be responsible and liable for all acts and omissions of any Trust Parties.
(E) The Services, the Materials and all confidential information of State Street (as confidential information is defined in the Agreement and other than Third Party Data and Required Data), are the sole property of State Street. Each Trust has no rights or interests with respect to all or any part of the Services, the Materials or State Street’s confidential information, other than its use and redistribution rights expressly set forth in Section 3(C) herein. Each Trust automatically and irrevocably assigns to State Street any right, title or interest that it has, or may be deemed to have, in the Services, the Materials or State Street’s confidential information, including, for the avoidance of doubt and without limitation, any Trust Party feedback, ideas, concepts, comments, suggestions, techniques or know-how shared with State Street (collectively, “Feedback”) and the State Street Parties shall be entitled to incorporate any Feedback in the Services or the Materials or to otherwise use such Feedback for its own commercial benefit without obligation to compensate each Trust.
(F) State Street may rely on Services-Related Data used in connection with the Services without independent verification. Services-Related Data used in the Services may not be available or may contain errors, and the Services may not be complete or accurate as a result.
[Remainder of Page Intentionally Left Blank]
ANNEX I to SCHEDULE B6
Each of the Investment Companies
Listed On Exhibit A
Further to the Amendment dated as of March 5, 2018, effective as of March 1, 2018, to the Financial Administration and Accounting Services Agreement dated as of March 1, 2011, by and among each of the investment companies listed on Exhibit A thereto (each, a “Trust”) and State Street Bank and Trust Company (the “State Street”), the Trusts and State Street mutually agree to update this Annex 1 by adding/removing Portfolios as applicable:
Form N-PORT Services | Service Type |
FEDERATED HERMES ADJUSTABLE RATE FUND
|
Standard N-PORT and N-CEN Reporting Solution (Data ONLY)
|
FEDERATED HERMES EQUITY INCOME FUND, INC.
|
Standard N-PORT and N-CEN Reporting Solution (Data ONLY)
|
FEDERATED HERMES GLOBAL ALLOCATION FUND
|
Standard N-PORT and N-CEN Reporting Solution (Data ONLY)
|
FEDERATED HERMES GOVERNMENT INCOME SECURITIES, INC.
|
Standard N-PORT and N-CEN Reporting Solution (Data ONLY)
|
FEDERATED HERMES GOVERNMENT INCOME FUND
|
Standard N-PORT and N-CEN Reporting Solution (Data ONLY)
|
FEDERATED HERMES HIGH INCOME BOND FUND, INC.
|
Standard N-PORT and N-CEN Reporting Solution (Data ONLY)
|
FEDERATED HERMES TOTAL RETURN GOVERNMENT BOND FUND
|
Standard N-PORT and N-CEN Reporting Solution (Data ONLY)
|
FEDERATED HERMES SHORT-TERM GOVERNMENT FUND
|
Standard N-PORT and N-CEN Reporting Solution (Data ONLY)
|
FEDERATED HERMES SHORT-INTERMEDIATE GOVERNMENT FUND
|
Standard N-PORT and N-CEN Reporting Solution (Data ONLY)
|
FEDERATED HERMES CORE TRUST
|
Standard N-PORT and N-CEN Reporting Solution (Data ONLY)
|
Bank Loan Core Fund Mortgage Core Fund High Yield Bond Core Fund Emerging Markets Core Fund
|
(Data ONLY) |
FEDERATED HERMES CORE TRUST III
|
Standard N-PORT and N-CEN Reporting Solution (Data ONLY
|
Project and Trade Finance Core Fund
|
(Data ONLY) |
FEDERATED HERMES EQUITY FUNDS
|
Standard N-PORT and N-CEN Reporting Solution (Data ONLY
|
Federated Hermes Clover Small Value Fund Federated Hermes Kaufmann Fund Federated Hermes Kaufmann Large Cap Fund Federated Hermes Kaufmann Small Cap Fund Federated Hermes MDT Mid Cap Growth Fund Federated Hermes Prudent Bear Fund Federated Hermes Strategic Value Dividend Fund
|
(Data ONLY) |
FEDERATED HERMES FIXED INCOME SECURITIES, INC.
|
Standard N-PORT and N-CEN Reporting Solution (Data ONLY
|
Federated Hermes Strategic Income Fund
|
(Data ONLY) |
FEDERATED HERMES HIGH YIELD TRUST
|
Standard N-PORT and N-CEN Reporting Solution (Data ONLY
|
Federated Hermes Opportunistic High Yield Bond Fund
|
(Data ONLY) |
FEDERATED INCOME SECURITIES TRUST
|
Standard N-PORT and N-CEN Reporting Solution (Data ONLY
|
Federated Hermes Capital Income Fund Federated Hermes Floating Rate Strategic Income Fund Federated Hermes Fund for U.S. Government Securities Federated Hermes Intermediate Corporate Bond Fund Federated Hermes Real Return Bond Fund Federated Hermes Short-Term Income Fund
|
(Data ONLY) |
FEDERATED HERMES INDEX TRUST
|
Standard N-PORT and N-CEN Reporting Solution (Data ONLY
|
Federated Hermes Max-Cap Index Fund Federated Hermes Mid-Cap Index Fund
|
(Data ONLY) |
FEDERATED HERMES INSTITUTIONAL TRUST
|
Standard N-PORT and N-CEN Reporting Solution (Data ONLY
|
Federated Hermes Government Ultrashort Fund Federated Hermes Institutional High Yield Bond Fund Federated Hermes Short-Intermediate Total Return Bond Fund
|
(Data ONLY) |
FEDERATED HERMES INSURANCE SERIES
|
Standard N-PORT and N-CEN Reporting Solution (Data ONLY
|
Federated Hermes Managed Tail Risk Fund II Federated Hermes Fund for U.S. Government Securities II Federated Hermes High Income Bond Fund II Federated Hermes Kaufmann Fund II Federated Hermes Managed Volatility Fund II Federated Hermes Quality Bond Fund II
|
(Data ONLY) |
FEDERATED HERMES INVESTMENT SERIES FUNDS, INC.
|
Standard N-PORT and N-CEN Reporting Solution (Data ONLY
|
Federated Hermes Corporate Bond Fund | (Data ONLY) |
FEDERATED HERMES MANAGED POOL SERIES
|
Standard N-PORT and N-CEN Reporting Solution (Data ONLY
|
Federated Hermes Corporate Bond Strategy Portfolio Federated Hermes High-Yield Strategy Portfolio Federated Hermes Mortgage Strategy Portfolio
|
(Data ONLY) |
FEDERATED HERMES MDT SERIES
|
Standard N-PORT and N-CEN Reporting Solution (Data ONLY
|
Federated Hermes MDT All Cap Core Fund Federated Hermes MDT Balanced Fund Federated Hermes MDT Large Cap Growth Fund Federated Hermes MDT Small Cap Growth Fund Federated Hermes MDT Small Cap Core Fund Federated Hermes Project and Trade Finance Tender Fund
|
(Data ONLY) |
FEDERATED HERMES TOTAL RETURN SERIES, INC.
|
Standard N-PORT and N-CEN Reporting Solution (Data ONLY
|
Federated Hermes Select Total Return Bond Fund Federated Hermes Total Return Bond Fund Federated Hermes Ultrashort Bond Fund
|
(Data ONLY) |
Form N-CEN Services |
FEDERATED ADJUSTABLE RATE SECURITIES FUND FEDERATED EQUITY INCOME FUND, INC. FEDERATED GLOBAL ALLOCATION FUND FEDERATED GOVERNMENT INCOME SECURITIES, INC. FEDERATED GOVERNMENT INCOME TRUST FEDERATED HIGH INCOME BOND FUND, INC. FEDERATED TOTAL RETURN GOVERNMENT BOND FUND FEDERATED U.S. GOVERNMENT SECURITIES FUND: 1-3 YEARS FEDERATED U.S. GOVERNMENT SECURITIES FUND: 2-5 YEARS FEDERATED CORE TRUST FEDERATED CORE TRUST III FEDERATED EQUITY FUNDS FEDERATED FIXED INCOME SECURITIES, INC. FEDERATED HIGH YIELD TRUST FEDERATED INCOME SECURITIES TRUST FEDERATED INDEX TRUST FEDERATED INSTITUTIONAL TRUST FEDERATED INSURANCE SERIES FEDERATED INVESTMENT SERIES FUNDS, INC. FEDERATED MANAGED POOL SERIES FEDERATED MDT SERIES FEDERATED TOTAL RETURN SERIES, INC.
|
IN WITNESS WHEREOF, the undersigned, by their authorized representatives, have executed this Annex 1 as of the last signature date set forth below.
EACH OF THE INVESTMENT COMPANIES LISTED ON EXHIBIT A TO THE AGREEMENT | STATE STREET BANK AND TRUST COMPANY | |
By: /s/ Lori A. Hensler | By: /s/ Andrew Erickson | |
Name: Lori A. Hensler | Name: Andrew Erickson | |
Title: Treasurer | Title: Executive Vice President | |
Address: 4000 Ericsson Drive | Address: One Lincoln Street | |
Warrendale, PA 15086-1561 | Boston, MA 02111 | |
Date: March 6, 2018 | Date: June 26, 2018 | |
AMENDMENT
The terms of this AMENDMENT (“Amendment”) made and effective as of April 1, 2020 will apply to each agreement listed on Appendices 1-A through 1-F hereto (each, an “Agreement” and collectively, the “Agreements”) by and between STATE STREET BANK AND TRUST COMPANY and STATE STREET CUSTODIAL SERVICES (IRELAND) LIMITED, as applicable (“State Street”) and the counterparty or counterparties to each Agreement identified on Appendices 1-A through 1-F hereto (“Federated Entities”, collectively with State Street, the “Parties”).
WHEREAS, pursuant to the Agreements, State Street has been performing, inter alia, custody, accounting, depositary, and/or other administration services for the Federated Entities; and
WHEREAS, the Parties wish to clarify State Street’s Global Operating Model, as defined in Exhibit A.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties hereto agree as follows:
1. | Effective as of April 1, 2020, each Agreement shall be amended by incorporating the attached Exhibit A. |
2. | If any term or provision of an Agreement is contrary to or in conflict with the terms of this Amendment, this Amendment controls and such term or provision is modified or negated accordingly. |
3. | Except as provided herein, no other terms or provisions of the Agreements shall be amended or modified by this Amendment. |
4. | This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. |
[Signature pages follow]
IN WITNESS WHEREOF, this Amendment, with respect to the Agreements listed on Appendix 1-A hereto, has been executed for and on behalf of the undersigned as of the day and year first written above.
STATE STREET BANK AND TRUST COMPANY
By: _/s/ Andrew Erickson
Name: Andrew Erickson
Title: Executive Vice President
EACH OF THE FUNDS/MANAGEMENT INVESTMENT COMPANIES LISTED ON APPENDIX A/EXHIBIT 1 OF EACH RELEVANT AGREEMENT
By: Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
IN WITNESS WHEREOF, this Amendment, with respect to the Agreements listed on Appendix 1-B hereto, has been executed for and on behalf of the undersigned as of the day and year first written above.
STATE STREET BANK AND TRUST COMPANY
By: Andrew Erickson
Name: Andrew Erickson
Title: Executive Vice President
FEDERATED SERVICES COMPANY
By: Richard A. Novak
Name: Richard A. Novak
Title: Treasurer
FII HOLDINGS, INC.
By: Richard A. Novak
Name: Richard A. Novak
Title: Treasurer
FEDERATED INVESTORS TRUST COMPANY
By: Lori A. Hensler
Name: Lori A. Hensler
Title: Assistant Treasurer
FEDERATED INVESTMENT COUNSELING
By: Richard A. Novak
Name: Richard A. Novak
Title: Assistant Treasurer
FEDERATED INTERNATIONAL MANAGEMENT LIMITED
By: Richard A. Novak
Name: Richard A. Novak
Title: Assistant Company Secretary
IN WITNESS WHEREOF, this Amendment, with respect to the Agreements listed on Appendix 1-C hereto, has been executed for and on behalf of the undersigned as of the day and year first written above.
STATE STREET BANK AND TRUST COMPANY
By: Andrew Erickson
Name: Andrew Erickson
Title: Executive Vice President
FEDERATED HERMES, INC. (formerly Federated Investors, Inc.)
By: Richard A. Novak
Name: Richard A. Novak
Title: Assistant Treasurer
FEDERATED INVESTMENT COUNSELING
By: Richard A. Novak
Name: Richard A. Novak
Title: Assistant Treasurer
TEXAS TREASURY SAFEKEEPING TRUST COMPANY, as Trustee of the Trusts listed on Schedule 1 of each relevant Agreement
By: Federated Investment Counseling, as attorney-in-fact
By: Richard A. Novak
Name: Richard A. Novak
Title: Assistant Treasurer
IN WITNESS WHEREOF, this Amendment, with respect to the Agreements listed on Appendix 1-D hereto, has been executed for and on behalf of the undersigned as of the day and year first written above.
STATE STREET BANK AND TRUST COMPANY
By: Andrew Erickson
Name: Andrew Erickson
Title: Executive Vice President
EACH OF THE FUNDS LISTED ON APPENDIX A/SCHEDULE A OF EACH RELEVANT AGREEMENT
By: Lori A. Hensler
Name: Lori A. Hensler
Title: Treasurer
IN WITNESS WHEREOF, this Amendment, with respect to the Agreements listed on Appendix 1-E hereto, has been executed for and on behalf of the undersigned as of the day and year first written above.
STATE STREET BANK AND TRUST COMPANY
By: Andrew Erickson
Name: Andrew Erickson
Title: Executive Vice President
FEDERATED REDWOOD TRADE FINANCE FUND, L.P.
By: Lori A. Hensler
Name: Lori A. Hensler
Title: Authorized Person
EACH OF THE FUNDS LISTED ON APPENDIX A OF EACH RELEVANT AGREEMENT
By: Lori A. Hensler
Name: Lori A. Hensler
Title: Authorized Person
IN WITNESS WHEREOF, this Amendment, with respect to the Agreements listed on Appendix 1-F hereto, has been executed for and on behalf of the undersigned as of the day and year first written above.
STATE STREET CUSTODIAL SERVICES (IRELAND) LIMITED
By: Andrew Erickson
Name: Andrew Erickson
Title: Executive Vice President
ICBC FEDERATED FUNDS ICAV
By: Gregory P. Dulski
Name: Gregory P. Dulski
Title: Director
Exhibit A
For purposes of this Exhibit A:
“Agreement” shall mean this Agreement or Contract as the context requires.
“Client” shall mean the Federated Entity or Entities receiving services pursuant to this Agreement.
“Global Operating Model” shall mean the global network that conducts State Street’s business in multiple locations across North America, Europe and Asia with significant operational hubs in China, India and Poland, using automated processes and established globally consistent procedures, controls and training.
“State Street” shall mean the relevant State Street entity performing services pursuant to this Agreement.
DELEGATION
1. Delegation. Subject to Sections 2 and 3 below, and unless otherwise limited by this Agreement, State Street shall have the right to employ agents, subcontractors, consultants and other third parties, whether affiliated or unaffiliated, to provide or assist it in the provision of all or any part of the services performed pursuant to this Agreement (each, a “Delegate” and collectively, the “Delegates”) without the consent or approval of the Client. State Street shall be responsible for the services delivered by, and the acts and omissions of, any such Delegate as if State Street had provided such services and committed such acts and omissions itself. Unless otherwise agreed in a Fee Schedule approved in writing by the Client, State Street shall be responsible for the compensation of its Delegates.
2. State Street will provide the Client with information regarding its Global Operating Model for the delivery of the services on a quarterly basis, which information shall include the identities of Delegates that perform or may perform all or any part of material services, and the locations from which such Delegates perform services, as well as such other information about its Delegates as the Client may reasonably request from time to time.
3. State Street will provide Client with 60 days’ prior written notice of its intention to (i) establish a Delegate in a new location from which services will be performed and (ii) transfer services from one Delegate to another, when the Delegate does not already perform the services being transferred. Notwithstanding the foregoing commitment, State Street shall have no obligation to provide prior notice of any delegation or use of a legal entity or location on an emergency or temporary basis to the extent necessary to allow State Street to continue to provide the services during any period when State Street or any Delegate is experiencing a service interruption, outage or similar limitation (including a Force Majeure Event). In any such event, State Street shall notify the Client as soon as reasonably practicable of such temporary delegation or service location and shall take reasonable steps to return such services to the prior affiliate or such other previously notified location as soon as reasonably possible consistent with maintaining continuity of the services.
4. Nothing in this Section shall limit or restrict State Street’s right to use affiliates or third parties to perform or discharge, or assist it in the performance or discharge, of any obligations or duties under this Agreement other than the provision of the services.
USE OF DATA
1. | In connection with the provision of the services and the discharge of its other obligations under this Agreement, State Street (which term for purposes of this Section includes each of its parent company, branches and affiliates (“Affiliates”)) may collect and store information regarding the Client and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary to (i) carry out the provision of services contemplated under this Agreement and other agreements between the Client and State Street or any of its Affiliates and (ii) carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. State Street will not, without the prior agreement of the Client, provide access to Client data to third parties for their commercial use. |
2. | Client data may be accessed by any of State Street’s affiliated operating locations which have controls designed to promote the security and confidentiality of data. All State Street affiliates, including State Street’s global process centers, have consistent controls. |
3. | State Street remains contractually responsible for the protection of Client data while it is on its, its Affiliates’ or its Delegates’ systems including those owned by third party vendors. State Street conducts due diligence and ongoing monitoring of its Affiliates, Delegates and third party vendors to assess whether a control environment equivalent or superior to that maintained by State Street on its own systems is applied by such Affiliates, Delegates or third party vendors. State Street also reviews its Affiliates’, Delegates’ and third party vendors’ controls designed to promote the security and confidentiality of Client data. |
4. | Except as expressly contemplated by this Agreement, nothing in this Section shall limit the confidentiality and data-protection obligations, including any privacy, information security or business continuity obligations, of State Street and its Affiliates or Delegates under this Agreement and/or applicable law. State Street shall cause any Affiliate, agent, service provider or Delegate to which it has disclosed data pursuant to this Section to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement. |
Appendix 1-A
List of Agreements covered by this Amendment
Federated Entity | State Street Entity | Agreement | Agreement Date |
Each Fund listed on Appendix A | State Street Bank and Trust Company | Financial Administration and Accounting Services Agreement (Federated Funds) | March 1, 2011 |
Each management investment company identified on Appendix A | State Street Bank and Trust Company | Amended and Restated Master Custodian Agreement (Federated Funds) | March 1, 2017 |
Each Fund listed on Exhibit 1 | State Street Bank and Trust Company | SSGX Master Agreement |
August 20, 2018
|
Appendix 1-B
List of Agreements covered by this Amendment
Federated Entity | State Street Entity | Agreement | Agreement Date |
FII Holdings, Inc. | State Street Bank and Trust Company | Custodian Agreement | May 22, 2007 |
Federated Investors Trust Company | State Street Bank and Trust Company | Custodian Contract | October 29, 2008 |
Federated Investors Trust Company | State Street Bank and Trust Company | Financial Administration and Accounting Services Agreement | October 29, 2008 |
Federated International Management Limited | State Street Bank and Trust Company | Services Agreement | July 24, 2018 |
Federated Investment Counseling, Federated Services Company | State Street Bank and Trust Company | Amended and Restated Portfolio Accounting and Sub-Administrative Services Agreement | April 1, 2020 |
Federated Investment Counseling | State Street Bank and Trust Company | Currency Management Agreement | August 31, 2018 |
Appendix 1-C
List of Agreements covered by this Amendment
Federated Entity | State Street Entity | Agreement | Agreement Date |
Federated Investors, Inc./Texas Treasury | State Street Bank and Trust Company | Custodian Contract (TexPool) | April 5, 2002 |
Federated Investment Counseling | State Street Bank and Trust Company | Master Sub-Administration Agreement (MMDT) | March 1, 2013 |
Federated Investment Counseling | State Street Bank and Trust Company | Master Custodian Contract (MMDT) | March 1, 2013 |
Appendix 1-D
List of Agreements covered by this Amendment
Federated Entity | State Street Entity | Agreement | Agreement Date |
Each of the funds listed on Schedule A | State Street Bank and Trust Company | Master Administration Agreement (Federated Prime Private Liquidity) | April 30, 2016 |
Each of the funds listed on Appendix A | State Street Bank and Trust Company | Master Custodian Agreement (Federated Prime Private Liquidity) | April 30, 2016 |
Appendix 1-E
List of Agreements covered by this Amendment
Federated Entity | State Street Entity | Agreement | Agreement Date |
Each Fund listed on Appendix A | State Street Bank and Trust Company | Master Administration Agreement (Redwood) | January 22, 2019 |
Each Fund listed on Appendix A | State Street Bank and Trust Company | Master Custodian Agreement (Redwood) | January 22, 2019 |
Federated Redwood Trade Finance Fund, L.P. | State Street Bank and Trust Company | Performance & Analytics Agreement | January 22, 2019 |
Appendix 1-F
List of Agreements covered by this Amendment
Federated Entity | State Street Entity | Agreement | Agreement Date |
ICBC Federated Funds ICAV | State Street Custodial Services (Ireland) Limited | Depositary Agreement | June 20, 2018 |
ICBC Federated Funds ICAV | State Street Custodial Services (Ireland) Limited | Administration Agreement | June 20, 2018 |
Exhibit 28 (j) (2) under Form N-1A
Exhibit 23 under Item 601/Reg. S-K
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Trustees of Federated Hermes Income Securities Trust:
We consent to the use of our report dated January 25, 2021, with respect to the financial statements of Federated Hermes Capital Income Fund, a series of the Federated Hermes Income Securities Trust as of November 30, 2020, incorporated herein by reference and to the references to our firm under the headings “Financial Highlights” in the prospectus and “Independent Registered Public Accounting Firm” in the statement of additional information.
/s/ KPMG LLP
Boston, Massachusetts
January 25, 2021