EXHIBIT (6)(I) UNDER FORM N-1A
EXHIBIT 1 UNDER ITEM 601/REG. S-K
FEDERATED MUNICIPAL OPPORTUNITIES FUND, INC.
DISTRIBUTOR'S CONTRACT
AGREEMENT made this 17th day of July, 1996 by and between Federated
Municipal Opportunities Fund, Inc. (the "Corporation"), a Maryland
Corporation, and FEDERATED SECURITIES CORP. ("FSC"), a Pennsylvania
Corporation.
In consideration of the mutual covenants hereinafter contained, it
is hereby agreed by and between the parties hereto as follows:
1. The Corporation hereby appoints FSC as its agent to sell and
distribute shares of the Corporation 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 Corporation. FSC hereby accepts such appointment and agrees
to provide such other services for the Corporation, if any, and
accept such compensation from the Corporation, 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 Corporation it is in its best
interest to do so.
3. Neither FSC nor any other person is authorized by the Corporation 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 Corporation. 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
Corporation. No person or dealer, other than FSC, is authorized to
act as agent for the Corporation for any purpose. FSC agrees that in
offering or selling Shares as agent of the Corporation, 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 Corporation copies of all sales literature before
using the same and will not use such sales literature if disapproved
by the Corporation.
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 Directors of the
Corporation including a majority of the members of the Board of
Directors of the Corporation who are not interested persons of the
Corporation and have no direct or indirect financial interest in the
operation of any Distribution Plan relating to the Corporation or in
any related documents to such Plan ("Disinterested Directors") cast
in person at a meeting called for that purpose. If a Class is added
after the first annual approval by the 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 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 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. This Agreement may be terminated with regard to a
particular Fund or Class by FSC on sixty (60) days' written notice
to the Corporation.
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 Corporation 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 Directors of the Corporation including a majority of
the Disinterested Directors of the Corporation 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 Corporation
agrees 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
Corporation 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
the Corporation pursuant to the foregoing paragraph, FSC shall
promptly notify the Corporation in writing of the institution
of such action and the Corporation shall assume the defense of
such action, including the employment of counsel selected by
the Corporation 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 Corporation in connection with the
defense of such action or the Corporation 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 Corporation. Anything in this paragraph to the contrary
notwithstanding, the Corporation shall not be liable for any
settlement of any such claim of action effected without its
written consent. The Corporation agrees promptly to notify FSC
of the commencement of any litigation or proceedings against
the Corporation or any of its officers or 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 Corporation, each
of its Directors, each of its officers who have signed the
Registration Statement and each other person, if any, who
controls the Corporation 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 Corporation 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 the Corporation 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 Corporation, and
the Corporation 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 Corporation or its 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 Directors, officers, FSC and controlling
persons of the Corporation by the Corporation pursuant to this
Agreement, the Corporation is aware of the position of the
Securities and Exchange Commission as set forth in the
Investment Company Act Release No. IC-11330. Therefore, the
Corporation 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 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 Corporation further
undertakes that advancement of expenses incurred in the defense
of a proceeding (upon undertaking for repayment unless it is
ultimately determined that indemnification is appropriate)
against an officer, Director, FSC or controlling person of the
Corporation 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 Corporation is insured
against losses arising by reason of any lawful advances; or
(iii) a majority of a quorum of non-party Disinterested
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.
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.
