EXHIBIT (E) (III) UNDER FORM N-1A
EXHIBIT 1 UNDER ITEM 601/REG. S-K
DISTRIBUTOR'S CONTRACT
AGREEMENT made this 24th day of October, 1997, by and between those
Investment Companies on behalf of the Portfolios and Classes of Shares
listed on Schedule A to Exhibit 1, as may be amended from time to time,
having their principal place of business at Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779, and who have approved this form of
Agreement, and FEDERATED SECURITIES CORP. ("FSC"), a Pennsylvania
Corporation. Each of the Exhibits hereto is incorporated herein in its
entirety and made a part hereof. In the event of any inconsistency
between the terms of this Agreement and the terms of any applicable
Exhibit, the terms of the applicable Exhibit shall govern.
In consideration of the mutual covenants hereinafter contained, it
is hereby agreed by and between the parties hereto as follows:
1. Each of the Investment Companies hereby appoint FSC as agent to sell
and distribute shares of the Investment Companies which may be offered
in one or more series (the "Funds") consisting of one or more classes
(the "Classes") of shares (the "Shares"), as described and set forth
on one or more exhibits to this Agreement, at the current offering
price thereof as described and set forth in the current Prospectuses
of the Funds. FSC hereby accepts such appointment and agrees to
provide such other services for the Investment Companies, if any, and
accept such compensation from the Investment Companies, if any, as set
forth in the applicable exhibits to this Agreement.
2. The sale of any Shares may be suspended without prior notice whenever
in the judgment of the applicable Investment Company it is in its best
interest to do so.
3. Neither FSC nor any other person is authorized by the Investment
Companies to give any information or to make any representation
relative to any Shares other than those contained in the Registration
Statement, Prospectuses, or Statements of Additional Information
("SAIs") filed with the Securities and Exchange Commission, as the
same may be amended from time to time, or in any supplemental
information to said Prospectuses or SAIs approved by the Investment
Companies. FSC agrees that any other information or representations
other than those specified above which it or any dealer or other
person who purchases Shares through FSC may make in connection with
the offer or sale of Shares, shall be made entirely without liability
on the part of the Investment Companies. No person or dealer, other
than FSC, is authorized to act as agent for the Investment Companies
for any purpose. FSC agrees that in offering or selling Shares as
agent of the Investment Companies, it will, in all respects, duly
conform to all applicable state and federal laws and the rules and
regulations of the National Association of Securities Dealers, Inc.,
including its Rules of Fair Practice. FSC will submit to the
Investment Companies copies of all sales literature before using the
same and will not use such sales literature if disapproved by the
Investment Companies.
4. This Agreement is effective with respect to each Class as of the date
of execution of the applicable exhibit and shall continue in effect
with respect to each Class presently set forth on an exhibit and any
subsequent Classes added pursuant to an exhibit during the initial
term of this Agreement for one year from the date set forth above, and
thereafter for successive periods of one year if such continuance is
approved at least annually by the Trustees/Directors of the Investment
Companies including a majority of the members of the Board of
Trustees/Directors of the Investment Companies who are not interested
persons of the Investment Companies and have no direct or indirect
financial interest in the operation of any Distribution Plan relating
to the Investment Companies or in any related documents to such Plan
("Disinterested Trustees/Directors") cast in person at a meeting
called for that purpose. If a Class is added after the first annual
approval by the Trustees/Directors as described above, this Agreement
will be effective as to that Class upon execution of the applicable
exhibit and will continue in effect until the next annual approval of
this Agreement by the Trustees/Directors and thereafter for successive
periods of one year, subject to approval as described above.
5. This Agreement may be terminated with regard to a particular Fund or
Class at any time, without the payment of any penalty, by the vote of
a majority of the Disinterested Trustees/Directors or by a majority of
the outstanding voting securities of the particular Fund or Class on
not more than sixty (60) days' written notice to any other party to
this Agreement.
6. This Agreement may not be assigned by FSC and shall automatically
terminate in the event of an assignment by FSC as defined in the
Investment Company Act of 1940, as amended, provided, however, that
FSC may employ such other person, persons, corporation or corporations
as it shall determine in order to assist it in carrying out its duties
under this Agreement.
7. FSC shall not be liable to the Investment Companies for anything done
or omitted by it, except acts or omissions involving willful
misfeasance, bad faith, gross negligence, or reckless disregard of the
duties imposed by this Agreement.
8. This Agreement may be amended at any time by mutual agreement in
writing of all the parties hereto, provided that such amendment is
approved by the Trustees/Directors of the Investment Companies
including a majority of the Disinterested Trustees/Directors of the
Investment Companies cast in person at a meeting called for that
purpose.
9. This Agreement shall be construed in accordance with and governed by
the laws of the Commonwealth of Pennsylvania.
10. (a) Subject to the conditions set forth below, the Investment
Companies agree to indemnify and hold harmless FSC and each
person, if any, who controls FSC within the meaning of
Section 15 of the Securities Act of 1933 and Section 20 of the
Securities Act of 1934, as amended, against any and all loss,
liability, claim, damage and expense whatsoever (including but
not limited to any and all expenses whatsoever reasonably
incurred in investigating, preparing or defending against any
litigation, commenced or threatened, or any claim whatsoever)
arising out of or based upon any untrue statement or alleged
untrue statement of a material fact contained in the
Registration Statement, any Prospectuses or SAIs (as from time
to time amended and 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 Companies about FSC by or on behalf
of FSC expressly for use in the Registration Statement, any
Prospectuses and SAIs or any amendment or supplement thereof.
If any action is brought against FSC or any controlling person
thereof with respect to which indemnity may be sought against
any Investment Company pursuant to the foregoing paragraph, FSC
shall promptly notify the Investment Company in writing of the
institution of such action and the Investment Company shall
assume the defense of such action, including the employment of
counsel selected by the Investment Company and payment of
expenses. FSC or any such controlling person thereof shall have
the right to employ separate counsel in any such case, but the
fees and expenses of such counsel shall be at the expense of
FSC or such controlling person unless the employment of such
counsel shall have been authorized in writing by the Investment
Company in connection with the defense of such action or the
Investment Company shall not have employed counsel to have
charge of the defense of such action, in any of which events
such fees and expenses shall be borne by the Investment
Company. Anything in this paragraph to the contrary
notwithstanding, the Investment Companies shall not be liable
for any settlement of any such claim of action effected without
their written consent. The Investment Companies agree promptly
to notify FSC of the commencement of any litigation or
proceedings against the Investment Companies or any of their
officers or Trustees/Directors or controlling persons in
connection with the issue and sale of Shares or in connection
with the Registration Statement, Prospectuses, or SAIs.
(b) FSC agrees to indemnify and hold harmless the Investment
Companies, each of its Trustees/Directors, each of its officers
who have signed the Registration Statement and each other
person, if any, who controls the Investment Companies within
the meaning of Section 15 of the Securities Act of 1933, but
only with respect to statements or omissions, if any, made in
the Registration Statement or any Prospectus, SAI, or any
amendment or supplement thereof in reliance upon, and in
conformity with, information furnished to the Investment
Companies about FSC by or on behalf of FSC expressly for use in
the Registration Statement or any Prospectus, SAI, or any
amendment or supplement thereof. In case any action shall be
brought against any Investment Company or any other person so
indemnified based on the Registration Statement or any
Prospectus, SAI, or any amendment or supplement thereof, and
with respect to which indemnity may be sought against FSC, FSC
shall have the rights and duties given to the Investment
Companies, and the Investment Companies and each other person
so indemnified shall have the rights and duties given to FSC by
the provisions of subsection (a) above.
(c) Nothing herein contained shall be deemed to protect any person
against liability to the Investment Companies or their
shareholders to which such person would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in
the performance of the duties of such person or by reason of
the reckless disregard by such person of the obligations and
duties of such person under this Agreement.
(d) Insofar as indemnification for liabilities may be permitted
pursuant to Section 17 of the Investment Company Act of 1940,
as amended, for Trustees/Directors, officers, FSC and
controlling persons of the Investment Companies by the
Trustees/Directors pursuant to this Agreement, the Investment
Companies are aware of the position of the Securities and
Exchange Commission as set forth in the Investment Company Act
Release No. IC-11330. Therefore, the Investment Companies
undertakes that in addition to complying with the applicable
provisions of this Agreement, 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
Disinterested Trustees/Directors, 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 Investment Companies
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, Trustees/Directors, FSC or
controlling person of the Investment Companies 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 Investment Companies is insured against
losses arising by reason of any lawful advances; or (iii) a
majority of a quorum of non-party Disinterested
Trustees/Directors or independent legal counsel in a written
opinion makes a factual determination that there is reason to
believe the indemnitee will be entitled to indemnification.
="*trust" "11.FSC is hereby expressly put on notice of the limitation of
liability as set forth in the Declaration of Trust and agrees that the
obligations assumed by the Trust pursuant to this Agreement shall be
limited in any case to the Trust and its assets and FSC shall not seek
satisfaction of any such obligation from the shareholders of the
Trust, the Trustees, officers, employees or agents of the Trust, or
any of them. " ""
11. If at any time the Shares of any Fund are offered in two or more
Classes, FSC agrees to adopt compliance standards as to when a class
of shares may be sold to particular investors.
12. This Agreement will become binding on the parties hereto upon the
execution of the attached exhibits to the Agreement.
Exhibit 1
to the
Distributor's Contract
The following provisions are hereby incorporated and made part of the
Distributor's Contract (the "Distributor's Contract") dated October 24, 1997,
between the Investment Companies and Federated Securities Corp. as principal
distributor (the "Principal Distributor") with respect to the Class B Shares of
the portfolios (the "Funds") set forth on the attached Schedule A. References
herein to this Distributor's Contract refer to the Distributor's Contract as
supplemented hereby and made applicable hereby to the Class B Shares of the
Funds. In the event of any inconsistency between the terms of this Exhibit and
the terms of the Distributor's Contract, the terms of this Exhibit will govern.
Once effective in respect of the Class of Shares of any Fund set forth above,
the Distributors Contract as amended by this Exhibit shall be effective in
respect of all shares of such class outstanding whether issued prior to or after
such effectiveness.
1. The Investment Companies hereby appoints the Principal Distributor
to engage in activities principally intended to result in the sale
of Class B Shares ("Class B Shares") of each Fund. Pursuant to
this appointment, the Principal Distributor is authorized to
select a group of financial institutions ("Financial
Institutions") to sell Class B Shares of a Fund at the current
offering price thereof as described and set forth in the
respective prospectuses of the Fund.
2. (a)In consideration of the Principal Distributor's services
under this Distributor's Contract in respect of each Fund
the Investment Companies on behalf of the Fund agree: (I) to
pay the Principal Distributor or at its direction its
"Allocable Portion" (as hereinafter defined) of a fee (the
"Distribution Fee") equal to 0.75 of 1% per annum of the
average daily net asset value of the Class B Shares of the
Fund outstanding from time to time, and (II) to withhold
from redemption proceeds in respect of Class B Shares of the
Fund such Principal Distributor's Allocable Portion of the
Contingent Deferred Sales Charges ("CDSCs") payable in
respect of such redemption as provided in the Prospectus for
the Fund and to pay the same over to such Principal
Distributor or at its direction at the time the redemption
proceeds in respect of such redemption are payable to the
holder of the Class B Shares redeemed.
(b)The Principal Distributor will be deemed to have performed
all services required to be performed in order to be
entitled to receive its Allocable Portion of the
Distribution Fee payable in respect of the Class B Shares of
a Fund upon the settlement of each sale of a "Commission
Share" (as defined in the Allocation Schedule attached
hereto as Schedule B) of the Fund taken into account in
determining such Principal Distributor's Allocable Portion
of such Distribution Fees.
(c)Notwithstanding anything to the contrary set forth in this
Exhibit, the Distributor's Contract or (to the extent waiver
thereof is permitted thereby) applicable law, the Investment
Companies' obligation to pay the Principal Distributor's
Allocable Portion of the Distribution Fees payable in
respect of the Class B Shares of a Fund shall not be
terminated or modified for any reason (including a
termination of this Distributor's Contract as it relates to
Class B Shares of a Fund) except to the extent required by a
change in the Investment Company Act of 1940 (the "Act") or
the Conduct Rules of the National Association of Securities
Dealers, Inc., in either case enacted or promulgated after
May 1, 1997, or in connection with a "Complete Termination"
(as hereinafter defined) of the Distribution Plan in respect
of the Class B Shares of a Fund.
(d)The Investment Companies will not take any action to waive
or change any CDSC in respect of the Class B Shares of a
Fund, except as provided in the Investment Companies'
prospectus or statement of additional information as in
effect as of the date hereof without the consent of the
Principal Distributor and the permitted assigns of all or
any portion of its right to its Allocable Portion of the
CDSCs.
(e)Notwithstanding anything to the contrary set forth in this
Exhibit, the Distributor's Contract, or (to the extent
waiver thereof is permitted thereby) applicable law, neither
the termination of the Principal Distributor's role as
principal distributor of the Class B Shares of a Fund, nor
the termination of this Distributor's Contract nor the
termination of the Distribution Plan will terminate such
Principal Distributor's right to its Allocable Portion of
the CDSCs in respect of the Class B Shares of a Fund.
(f)Notwithstanding anything to the contrary in this Exhibit,
the Distributor's Contract, or (to the extent waiver thereof
is permitted thereby) applicable law, the Principal
Distributor may assign, sell or pledge (collectively, a
"Transfer") its rights to its Allocable Portion of the
Distribution Fees and CDSCs earned by it (but not its
obligations to the Investment Companies under this
Distributor's Contract) in respect of the Class B Shares of
a Fund to raise funds to make the expenditures related to
the distribution of Class B Shares of the Fund and in
connection therewith upon receipt of notice of such
Transfer, the Investment Companies shall pay, or cause to be
paid to the assignee, purchaser or pledgee (collectively
with their subsequent transferees, "Transferees") such
portion of the Principal Distributor's Allocable Portion of
the Distribution Fees and CDSCs in respect of the Class B
Shares of the Fund so Transferred. Except as provided in
(c) above and notwithstanding anything to the contrary set
forth elsewhere in this Exhibit, the Distributor's Contract,
or (to the extent waiver thereof is permitted thereby)
applicable law, to the extent the Principal Distributor has
Transferred its rights thereto to raise funds as aforesaid,
the Investment Companies' obligation to pay to the Principal
Distributor's Transferees the Principal Distributor's
Allocable Portion of the Distribution Fees payable in
respect of the Class B Shares of each Fund shall be absolute
and unconditional and shall not be subject to dispute,
offset, counterclaim or any defense whatsoever, including
without limitation, any of the foregoing based on the
insolvency or bankruptcy of the Principal Distributor (it
being understood that such provision is not a waiver of the
Investment Companies' right to pursue such Principal
Distributor and enforce such claims against the assets of
such Principal Distributor other than the Distributor's
right to the Distribution Fees, CDSCs and servicing fees, in
respect of the Class B Shares of any Fund which have been so
transferred in connection with such Transfer). The Fund
agrees that each such Transferee is a third party
beneficiary of the provisions of this clause (f) but only
insofar as those provisions relate to Distribution Fees and
CDSCs transferred to such Transferee.
(g)For purposes of this Distributor's Contract, the term
Allocable Portion of Distribution Fees payable in respect of
the Class B Shares of any Fund shall mean the portion of
such Distribution Fees allocated to such Principal
Distributor in accordance with the Allocation Schedule
attached hereto as Schedule B.
(h)For purposes of this Distributor's Contract, the term
"Complete Termination" of the Plan in respect of any Fund
means a termination of the Plan involving the complete
cessation of the payment of Distribution Fees in respect
of all Class B Shares of such Fund, and the termination
of the distribution plans and the complete cessation of
the payment of distribution fees pursuant to every other
Distribution Plan pursuant to rule 12b-1 of the
Investment Companies in respect of such Fund and any
successor Fund or any Fund acquiring a substantial
portion of the assets of such Fund and for every future
class of shares which has substantially similar
characteristics to the Class B Shares of such Fund
including the manner of payment and amount of sales
charge, contingent deferred sales charge or other similar
charges borne directly or indirectly by the holders of
such shares.
3. The Principal Distributor may enter into separate written
agreements with various firms to provide certain of the services
set forth in Paragraph 1 herein. The Principal Distributor, in
its sole discretion, may pay Financial Institutions a lump sum fee
on the settlement date for the sale of each Class B Share of the
Fund to their clients or customers for distribution of such share.
The schedules of fees to be paid such firms or Financial
Institutions and the basis upon which such fees will be paid shall
be determined from time to time by the Principal Distributor in
its sole discretion.
4. The Principal Distributor will prepare reports to the Board of
Trustees/Directors of the Investment Companies on a quarterly
basis showing amounts expended hereunder including amounts paid to
Financial Institutions and the purpose for such expenditures.
In consideration of the mutual covenants set forth in the Distributor's
Contract between the Investment Companies and the Principal Distributor, the
Principal Distributor and the Investment Companies hereby execute and deliver
this Exhibit with respect to the Class B Shares of the Fund.
Witness the due execution hereof this 24th day of October, 1997.
ATTEST: INVESTMENT COMPANIES (listed on Schedule A)
By: /s/ S. ▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Assistant Secretary` Title: Executive Vice President
ATTEST: FEDERATED SECURITIES CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Secretary Title: Vice President
Schedule B
to the
Distributor's
Contract
for Class B Shares
of the
Federated Funds
ALLOCATION SCHEDULE
Contingent Deferred Sales Charges and Asset Based Sales Charges
related to Shares of each Fund shall be allocated among the existing Principal
Distributor and any subsequent Principal Distributor in accordance with this
Schedule B.
Defined terms used in this Schedule B and not otherwise defined herein
shall have the meaning assigned to them in the Distributor's Contract. As used
herein the following terms shall have the meanings indicated:
"Commission Share", means in respect of any Fund, each Share of such
Fund, other than an Omnibus Share, which is issued under circumstances which
would normally give rise to an obligation of the holder of such Share to pay a
Contingent Deferred Sales Charge upon redemption of such Share (including,
without limitation, any Share of such Fund issued in connection with a Permitted
Free Exchange) and any such Share shall continue to be a Commission Share of
such Fund prior to the redemption (including a redemption in connection with a
Permitted Free Exchange) or conversion of such Share, even though the obligation
to pay the Contingent Deferred Sales Charge may have expired or conditions for
waivers thereof may exist.
"Date of Original Issuance" means in respect of any Commission Share,
the date with reference to which the amount of the Contingent Deferred Sales
Charge payable on redemption thereof, if any, is computed.
"Existing Distributor Cut-Off Date" means , in respect of any Fund,
the last date on which the existing Principal Distributor acted as Principal
Distributor of Shares of such Fund.
"Free Share" means, in respect of any Fund, each Share of such Fund,
other than a Commission Share or Omnibus Share (including, without limitation,
any Share issued in connection with the reinvestment of dividends or capital
gains).
"Inception Date" means in respect of any Fund, the first date on which
such Fund issued Shares.
"Net Asset Value" means, (i) with respect to any Fund, as of the date
any determination thereof is made, the net asset value of such Fund computed in
the manner such value is required to be computed by such Fund in its reports to
its shareholders, and (ii) with respect to any Share of such Fund as of any
date, the quotient obtained by dividing: (A) the net asset value of such Fund
(as computed in accordance with clause (i) above) allocated to Shares of such
Fund (in accordance with the constituent documents for such Fund) as of such
date, by (B) the number of Shares of such Fund outstanding on such date.
"Omnibus Share" means, in respect of any Fund, a commission share sold
by one of the Selling Agents listed on Exhibit I. If the Fund, the existing
Principal Distributor and its Transferees and each subsequent Principal
Distributor determine that the Seller's Transfer Agent is able to track all
commission shares sold by any of the Selling Agents listed on Exhibit I in the
same manner as Commission Shares are currently tracked in respect of Selling
Agents not listed on Exhibit I, then Exhibit I shall be amended to delete such
Selling Agent from Exhibit I so that commission shares sold by such Selling
Agent will thereafter be treated as Commission Shares.
"Subsequent Distributor Start-Up Date" means, in respect of any
subsequent Principal Distributor and any Fund, the first date on which such
subsequent Principal Distributor acted as principal distributor of Shares of
such Fund.
"Subsequent Distributor Cut-Off Date" means, in respect of any
subsequent Principal Distributor and any Fund, the last date on which such
subsequent Principal Distributor acted as principal distributor of Shares of
such Fund.
PART I: ATTRIBUTION OF SHARES
Shares of each Fund, which are outstanding from time to time, shall be
attributed to the existing Principal Distributor and any subsequent Principal
Distributor in accordance with the following rules:
(1)Commission Shares:
(a)Commission Shares of any Fund attributed to the existing Principal
Distributor shall be Commission Shares, the Date of Original Issuance of which
occurred on or after the Inception Date of such Fund and on or prior to the
Existing Distributor Cut-Off Date in respect of such Fund.
(b)Commission Shares of any Fund attributed to any subsequent
Principal Distributor shall be Commission Shares of such Fund, the Date of
Original Issuance of which occurs after the Subsequent Distributor Start-Up Date
and on or prior to the Subsequent Distributor Cut-Off Date.
(c)A Commission Share of a particular Fund (the "Issuing Fund") issued
in consideration of the investment of the proceeds of the redemption of a
Commission Share of another Fund (the "Redeeming Fund") in connection with a
Permitted Free Exchange, is deemed to have a Date of Original Issuance identical
to the Date of Original Issuance of the Commission Share of the Redeeming Fund
and any such Commission Share will be attributed to the existing Principal
Distributor or a subsequent Principal Distributor based upon such Date of
Original Issuance in accordance with rules (a) and (b) above.
(d)A Commission Share redeemed other than in connection with a
Permitted Free Exchange or converted to a Class A share is attributable to the
existing Principal Distributor or a subsequent Principal Distributor based upon
the Date of Original Issuance in accordance with rule (a), (b) and (c) above.
(2)Omnibus Shares:
Omnibus Shares of a Fund outstanding on any date shall be attributed
to the existing Principal Distributor or a subsequent Principal Distributor, as
the case may be, in the same proportion that outstanding Commission Shares of
such Fund are attributed to it on such date.
(3) Free Shares:
Free Shares of a Fund outstanding on any date shall be attributed to
the existing Principal Distributor or a subsequent Principal Distributor, as the
case may be, in the same proportion that the Commission Shares of such Fund
outstanding on such date are attributed to it on such date.
PART II:ALLOCATION OF CONTINGENT DEFERRED SALES CHARGES ("CDSCs")
(1)CDSCs Related to the Redemption of Commission Shares:
CDSCs in respect of the redemption of Commission Shares shall be
allocated to the existing Principal Distributor or a subsequent Principal
Distributor depending upon whether the related redeemed Commission Share is
attributable to the existing Principal Distributor or such subsequent Principal
Distributor, as the case may be, in accordance with Part I above.
(2)CDSCs Related to the Redemption of Omnibus Shares:
Aggregate CDSCs in respect of the redemption of Omnibus Shares of all
Funds during any period shall be allocated to the existing Principal Distributor
or a subsequent Principal Distributor in the same proportion that aggregate
CDSCs related to Commission Shares of all Funds during such period were
allocated to each thereof.
PART III:ALLOCATION OF ASSET BASED SALES CHARGES
Assuming that the Asset Based Sales Charge remains constant over time
and among Funds so that Part IV hereof does not become operative:
(1)The portion of the aggregate Asset Based Sales Charges accrued in
respect of all Shares of all Funds during any calendar month allocable to the
existing Principal Distributor or a subsequent Principal Distributor is
determined by multiplying the total of such Asset Based Sales Charges by the
following fraction:
(A + C) / 2
(B + D) / 2
where:
A = The aggregate Net Asset Value of all Shares of all Funds attributed to
the existing Principal Distributor or such subsequent Principal
Distributor, as the case may be, and outstanding at the beginning of
such calendar month
B = The aggregate Net Asset Value of all Shares of all Funds at the
beginning of such calendar month
C = The aggregate Net Asset Value of all Shares of all Funds attributed to
the existing Principal Distributor or such subsequent Principal
Distributor, as the case may be, and outstanding at the end of such
calendar month
D = The aggregate Net Asset Value of all Shares of all Funds at the end of
such calendar month
(2)If the Fund, the existing Principal Distributor and its Transferees
and each subsequent Principal Distributor determine that the Transfer Agent is
able to produce automated monthly reports which allocate the average Net Asset
Value of the Commission Shares (or all Shares if available) of all Funds among
the existing Principal Distributor and each subsequent Principal Distributor in
a manner consistent with the methodology detailed in Part I and Part III(1)
above, the portion of the Asset Based Sales Charges accrued in respect of all
Shares of all Funds during a particular calendar month will be allocated to the
existing Principal Distributor and each subsequent Principal Distributor by
multiplying the total of such Asset Based Sales Charges by the following
fraction:
(A) / (B)
where:
A = Average Net Asset Value of all the Commission Shares (or all Shares if
available) of all Funds for such calendar month attributed to the
existing Principal Distributor or such subsequent Principal
Distributor, as the case may be
B = Total average Net Asset Value of all Commission Shares (or all Shares
if available) of all Funds for such calendar month
PART IV: ADJUSTMENTS OF THE EXISTING PRINCIPAL DISTRIBUTOR'S AND EACH
SUBSEQUENT PRINCIPAL DISTRIBUTOR'S ALLOCABLE SHARE OF ASSET BASED
SALES CHARGES AND CONTINGENT DEFERRED SALES CHARGES
The Parties to the Distributor's Contract recognize that, if the terms
of any Distributor's Contract, any Distribution Plan, any Prospectus, the
Conduct Rules or any other Applicable Law change disproportionately reduces, in
a manner inconsistent with the intent of this Allocation Schedule the amount of
the existing Principal Distributor's or any subsequent Principal Distributor's
Allocable Portion of Asset Based Sales Charges or Contingent Deferred Sales
Charges in respect of any Fund that would have been determined on the basis of
this Allocation Schedule as of any date had no such change occurred, this
Allocation Schedule in respect of the Shares relating to such Fund shall be
adjusted by agreement among the Fund, the existing Principal Distributor and its
Transferees and each subsequent Principal Distributor; provided, however, if the
existing Principal Distributor, such Transferees, each subsequent Principal
Distributor and such Fund cannot agree within thirty (30) days after the date of
any such change, the Parties shall submit the question to arbitration in
accordance with the commercial arbitration rules of the American Arbitration
Association and the decision reached by the arbitrator shall be final and
binding on the Parties hereto.
EXHIBIT I
SELLING AGENTS CURRENTLY OFFERING OMNIBUS SHARES
1. ▇▇▇▇▇▇▇ ▇▇▇▇▇
2. Core-Link
AMENDMENT TO
DISTRIBUTOR'S CONTRACT
BETWEEN
THE FEDERATED FUNDS WITH CLASS B SHARES
AND
FEDERATED SECURITIES CORP.
This Amendment to the Distributor's Contract (the "Agreement") between
the Federated Funds listed on Schedule A to the Agreement, (each a "Fund" and
collectively, the "Funds") and Federated Securities Corp. ("Distributor") is
made and entered into as of the 1st day of October, 2003.
WHEREAS, each Fund has entered into the Agreement with the Distributor
under and pursuant to which the Distributor is the principal underwriter of the
shares of the Fund;
WHEREAS, the Securities and Exchange Commission and the United States
Treasury Department ("Treasury Department") have adopted a series of rules and
regulations arising out of the USA PATRIOT Act (together with such rules and
regulations, the "Applicable Law"), specifically requiring certain financial
institutions, including the Funds and the Distributor, to establish a written
anti-money laundering and customer identification program ("Program");
WHEREAS, each of the Funds and the Distributor have established a Program
and wish to amend the Agreement to reflect the existence of such Programs and
confirm the allocation of responsibility for the performance of certain required
functions;
NOW, THEREFORE, the parties intending to be legally bound agree and amend
the Agreement as follows:
1. The Funds and the Distributor each represent, warrant and certify that
they have established, and covenant that at all times during the
existence of the Agreement they will maintain, a Program in compliance
with Applicable Law.
2. The Funds each represent and warrant that the Funds have entered into an
amendment to the agreement with the transfer agent of the Funds, pursuant
to which the transfer agent has agreed to perform all activities,
including the establishment and verification of customer identities as
required by Applicable Law or its Program, with respect to all customers
on whose behalf Distributor maintains an account with the Funds.
3. Distributor covenants that it will enter into appropriate amendments to
selling or other agreements with financial institutions that establish
and maintain accounts with the Funds on behalf of their customers,
pursuant to which such financial institutions covenant to establish and
maintain a Program with respect to those customers in accordance with
Applicable Law.
In all other respects, the Agreement first referenced above shall remain in
full force and effect.
WITNESS the due execution hereof as of the 1st day of October, 2003.
FEDERATED FUNDS WITH CLASS B SHARES
(LISTED ON SCHEDULE A TO THE AGREEMENT)
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Executive Vice President
FEDERATED SECURITIES CORP.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: President - Broker/Dealer
AMENDMENT TO
DISTRIBUTOR'S CONTRACT
BETWEEN
FEDERATED FUNDS WITH CLASS B SHARES
AND
FEDERATED SECURITIES CORP.
This Amendment to the Distributor's Contract ("Agreement") dated October
24, 1997, between those Federated Funds with Class B Shares listed on the
Exhibit to the Agreement ("Fund") and Federated Securities Corp. ("Service
Provider") is made and entered into as of the 1st day of June, 2001.
WHEREAS, the Fund has entered into the Agreement with the Service
Provider;
WHEREAS, 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;
WHEREAS, Regulation S-P permits financial institutions, such as the Fund,
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 Fund, 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 {section} 248.14) ("Section 248.14
NPI"); for specified law enforcement and miscellaneous purposes (17 CFR
{section} 248.15) ("Section 248.15 NPI") ; and to service providers or in
connection with joint marketing arrangements (17 CFR {section} 248.13) ("Section
248.13 NPI");
WHEREAS, 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
{section} 248.7 and 17 CFR {section} 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 {section} 248.13);
NOW, THEREFORE, the parties intending to be legally bound agree as
follows:
1. The Fund and the Service Provider hereby acknowledge that the Fund may
disclose shareholder NPI to the Service Provider as agent of the Fund and
solely in furtherance of fulfilling the Service Provider's contractual
obligations under the Agreement in the ordinary course of business to
support the Fund and its shareholders.
2. The Service Provider 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 {section}{section} 248.15, or in connection with
joint marketing arrangements that the Funds may establish with the
Service Provider in accordance with the limited exception set forth in 17
CFR {section} 248.13.
3. The Service Provider further represents and warrants that, in accordance
with 17 CFR {section} 248.30, it has implemented, and will continue to
carry out for the term of the Agreement, policies and procedures
reasonably designed to:
* insure the security and confidentiality of records and NPI of Fund
customers,
* protect against any anticipated threats or hazards to the security or
integrity of Fund customer records and NPI, and
* protect against unauthorized access to or use of such Fund customer
records or NPI that could result in substantial harm or inconvenience to any
Fund customer.
1. The Service Provider may redisclose Section 248.13 NPI only to: (a) the Funds
and affiliated persons of the Funds ("Fund Affiliates"); (b) affiliated
persons of the Service Provider ("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 the Service
Provider of the Funds ("Nonaffiliated Third Party") under the service and
processing ({section}248.14) or miscellaneous ({section}248.15) exceptions,
but only in the ordinary course of business to carry out the activity covered
by the exception under which the Service Provider received the information in
the first instance; and (d) a Nonaffiliated Third Party under the service
provider and joint marketing exception ({section}248.13), provided the
Service Provider 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.
2. The Service Provider 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.
3. The Service Provider is obligated to maintain beyond the termination date
of the Agreement the confidentiality of any NPI it receives from the Fund
in connection with the Agreement or any joint marketing arrangement, and
hereby agrees that this Amendment shall survive such termination.
WITNESS the due execution hereof this 1st day of June, 2001.
FEDERATED FUNDS WITH CLASS B SHARES
(LISTED ON THE EXHIBIT TO THE AGREEMENT)
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Secretary
FEDERATED SECURITIES CORP.
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
Schedule A
DISTRIBUTOR'S CONTRACT
Revised 3/1/07
Effective Date: CLASS B SHARES OF:
FEDERATED MDT SERIES
3/1/07 FEDERATED MDT LARGE CAP GROWTH FUND
