Exhibit 9 under Form N-1A
                                               Exhibit 10 under Item 601/Reg. SK



                              Amended and Restated
                         SHAREHOLDER SERVICES AGREEMENT


     THIS AGREEMENT, amended and restated as of the first day of September,
1995, (originally made and enterered into as of the first day of March, 1994),
by and between those investment companies listed on Exhibit 1, as may be amended
from time to time, having their principal office and place of business at
Federated Investors Tower, Pittsburgh, PA 15222-3779 and who have approved this
form of Agreement (individually referred to herein as a "Fund" and collectively
as "Funds") and Federated Shareholder Services, a Delaware business trust,
having its principal office and place of business at Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779 ("FSS").

1.    The Funds hereby appoint FSS to render or cause to be rendered personal
      services to shareholders of the Funds and/or the maintenance of accounts
      of shareholders of the Funds ("Services"). In addition to providing
      Services directly to shareholders of the Funds, FSS is hereby appointed
      the Funds' agent to select, negotiate and subcontract for the performance
      of Services. FSS hereby accepts such appointments. FSS agrees to provide
      or cause to be provided Services which, in its best judgment (subject to
      supervision and control of the Funds' Boards of Trustees or Directors, as
      applicable), are necessary or desirable for shareholders of the Funds. FSS
      further agrees to provide the Funds, upon request, a written description
      of the Services which FSS is providing hereunder.

2.    During the term of this Agreement, each Fund will pay FSS and FSS agrees
      to accept as full compensation for its services rendered hereunder a fee
      at an annual rate, calculated daily and payable monthly, up to 0.25% of 1%
      of average net assets of each Fund.

      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 monthly fee on the basis of the number of days that this
      Agreement is in effect with respect to such Fund during the month.

3.    This Agreement shall continue in effect for one year from the date of its
      execution, and thereafter for successive periods of one year only if the
      form of this Agreement is approved at least annually by the Board of each
      Fund, including a majority of the members of the Board of the Fund who are
      not interested persons of the Fund ("Independent Board Members") cast in
      person at a meeting called for that purpose.

4. Notwithstanding paragraph 3, this Agreement may be terminated as follows:

      (a)  at any time, without the payment of any penalty, by the vote of a
           majority of the Independent Board Members of any Fund or by a vote of
           a majority of the outstanding voting securities of any Fund as
           defined in the Investment Company Act of 1940 on sixty (60) days'
           written notice to the parties to this Agreement;

      (b) automatically in the event of the Agreement's assignment as defined in
the Investment Company Act of 1940; and

      (c)  by any party to the Agreement without cause by giving the other party
           at least sixty (60) days' written notice of its intention to
           terminate.

5.    FSS agrees to obtain any taxpayer identification number certification from
      each shareholder of the Funds to which it provides Services that is
      required under Section 3406 of the Internal Revenue Code, and any
      applicable Treasury regulations, and to provide each Fund or its designee
      with timely written notice of any failure to obtain such taxpayer
      identification number certification in order to enable the implementation
      of any required backup withholding.

6.   FSS 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.  FSS  shall be  entitled  to rely on and may act upon  advice of
     counsel  (who may be counsel  for such Fund) on all  matters,  and shall be
     without  liability for any action  reasonably  taken or omitted pursuant to
     such advice.  Any person,  even though also an officer,  trustee,  partner,
     employee  or agent of FSS,  who may be or  become a member  of such  Fund's
     Board,  officer,  employee  or agent of any  Fund,  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 FSS
     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 FSS even though paid by FSS.

      This Section 6 shall survive termination of this Agreement.

7.    No provision of this Agreement may be changed, waived, discharged or
      terminated orally, but only by an instrument in writing signed by the
      party against which an enforcement of the change, waiver, discharge or
      termination is sought.

8.    FSS 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 FSS 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.

9.    The execution and delivery of this Agreement have been authorized by the
      Trustees of FSS and signed by an authorized officer of FSS, 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 FSS, but bind only the trust property of FSS
      as provided in the Declaration of Trust of FSS.

10.   Notices of any kind to be given hereunder shall be in writing (including
      facsimile communication) and shall be duly given if delivered to any Fund
      and to such Fund at the following address: Federated Investors Tower,
      Pittsburgh, PA 15222-3779, Attention: President and if delivered to FSS at
      Federated Investors Tower, Pittsburgh, PA 15222-3779, Attention:
      President.

11.   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. If any provision of this Agreement shall be held
      or made invalid by a court or regulatory agency decision, statute, rule or
      otherwise, the remainder of this Agreement shall not be affected thereby.
      Subject to the provisions of Sections 3 and 4, hereof, this Agreement
      shall be binding upon and shall inure to the benefit of the parties hereto
      and their respective successors and shall be governed by Pennsylvania law;
      provided, however, that nothing herein shall be construed in a manner
      inconsistent with the Investment Company Act of 1940 or any rule or
      regulation promulgated by the Securities and Exchange Commission
      thereunder.

12.   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.

13.   This Agreement shall not be assigned by any party without the prior
      written consent of FSS in the case of assignment by any Fund, or of the
      Funds in the case of assignment by FSS, except that any party may assign
      to a successor all of or a substantial portion of its business to a party
      controlling, controlled by, or under common control with such party.
      Nothing in this Section 14 shall prevent FSS from delegating its
      responsibilities to another entity to the extent provided herein.

   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:                             Investment Companies (listed on Exhibit 1)


/s/ John W. McGonigle               By:/s/ John F. Donahue
      John W. McGonigle                   John F. Donahue
      Secretary                           Chairman

Attest:                             Federated Shareholder Services


/s/ Joseph M. Huber                 By: /s/ John W. McGonigle
      Joseph M. Huber                     John W. McGonigle
      Secretary                           President