EXHIBIT (E) (II) UNDER FORM N-1A
EXHIBIT 1 UNDER ITEM 601/REG. S-K
FEDERATED MDT SERIES
DISTRIBUTOR'S CONTRACT
AGREEMENT made this 31st day of July, 2006, by and between FEDERATED MDT
SERIES (the "Investment Company"), a Massachusetts business trust, 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 Trust hereby appoints FSC as its agent to sell and distribute
shares of the Trust 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 Trust. FSC hereby accepts such appointment and agrees to
provide such other services for the Trust, if any, and accept such
compensation from the Trust, 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 Trust it is in its best interest to do so.
3. Neither FSC nor any other person is authorized by the Trust 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 Trust.
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 Trust. No person or dealer,
other than FSC, is authorized to act as agent for the Trust for any purpose.
FSC agrees that in offering or selling Shares as agent of the Trust, 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 Trust copies of
all sales literature before using the same and will not use such sales
literature if disapproved by the Trust.
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 of the Trust including a majority of the members of the Board of
Trustees of the Trust who are not interested persons of the Trust and have no
direct or indirect financial interest in the operation of any Distribution
Plan relating to the Trust or in any related documents to such Plan
("Disinterested Trustees") cast in person at a meeting called for that
purpose. If a Class is added after the first annual approval by the Trustees
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 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 DisinterestedTrustees 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 Trust.
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 Trust 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 of the Trust including a majority of the Disinterested Trustees
of the Trust 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 Trust 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 Trust 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 Trust
pursuant to the foregoing paragraph, FSC shall promptly notify the Trust
in writing of the institution of such action and the Trust shall assume
the defense of such action, including the employment of counsel selected
by the Trust 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 Trust in connection with
the defense of such action or the Trust 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 Trust. Anything in this
paragraph to the contrary notwithstanding, the Trust shall not be liable
for any settlement of any such claim of action effected without its
written consent. The Trust agrees promptly to notify FSC of the
commencement of any litigation or proceedings against the Trust or any
of its officers or Trustees 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 Trust, each of
its Trustees, each of its officers who have signed the Registration
Statement and each other person, if any, who controls the Trust 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
Trust 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
Trust 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 Trust, and the Trust
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 Trust 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 Trustees, officers, FSC and controlling persons of the
Trust by the Trustees pursuant to this Agreement, the Trust 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 Trust
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, 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 Trust
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, FSC or controlling person of the Trust 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 Trust is
insured against losses arising by reason of any lawful advances; or
(iii) a majority of a quorum of non-party Disinterested 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.
11. FSC is hereby expressly put on notice of the limitation of liability
as set forth in Article XI of 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.
12. This Agreement will become binding on the parties hereto upon the
execution of the attached exhibits to the Agreement.
13. FSC agrees to maintain the security and confidentiality of nonpublic
personal information ("NPI") of Fund customers and consumers, as those terms are
defined in Xxxxxxxxxx X-X, 00 XXX Part 248. FSC agrees to use and redisclose
such NPI for the limited purposes of processing and servicing transactions; for
specified law enforcement and miscellaneous purposes; and to service providers
or in connection with joint marketing arrangements directed by the Funds, in
each instance in furtherance of fulfilling FSC's obligations under this
contract, and consistent with the exceptions provided in 17 CFR Sections 248.14,
248.15 and 248.13, respectively.
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Exhibit A
to the
Distributor's Contract
FEDERATED MDT SERIES
Federated MDT All Cap Core Fund
Federated MDT Tax Aware/All Cap Core Fund
Federated MDT Large Cap Growth Fund
Federated MDT Mid Cap Growth Fund
Federated MDT Small Cap Value Fund
Federated MDT Small Cap Core Fund
Federated MDT Small Cap Growth Fund
Federated MDT Balanced Fund
INSTITUTIONAL SHARES
In consideration of the mutual covenants set forth in the Distributor's
Contract dated July 31, 2006, between the Trust and FSC, Trust exec utes and
delivers this Exhibit on behalf of the Trust
Witness the due execution hereof this 31st day of July, 2006.
FEDERATED MDT SERIES
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
FEDERATED SECURITIES CORP.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
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Exhibit B
to the
Distributor's Contract
FEDERATED MDT SERIES
Federated MDT All Cap Core Fund
Federated MDT Tax Aware/All Cap Core Fund
Federated MDT Large Cap Growth Fund
Federated MDT Mid Cap Growth Fund
Federated MDT Small Cap Value Fund
Federated MDT Small Cap Core Fund
Federated MDT Small Cap Growth Fund
Federated MDT Balanced Fund
CLASS A SHARES
The following provisions are hereby incorporated and made part of the
Distributor's Contract dated July 31, 2006, between Federated MDT Series and
Federated Securities Corp. with respect to the Class A Shares of the Funds as
set forth above.
1. The Trust hereby appoints FSC to engage in activities principally
intended to result in the sale of shares of the above-listed Class
("Shares"). Pursuant to this appointment, FSC is authorized to select a
group of financial institutions ("Financial Institutions") to sell Shares at
the current offering price thereof as described and set forth in the
respective prospectuses of the Trust.
2. During the term of this Agreement, the Trust will pay FSC for
services pursuant to this Agreement, a monthly fee computed as the annual
rate of .25 of 1% of the average aggregate net asset value of the Class A
Shares held during the month. For the month in which this Agreement becomes
effective or terminates, there shall be an appropriate proration of any fee
payable on the basis of the number of days that the Agreement is in effect
during the month.
3. FSC may from time-to-time and for such periods as it deems
appropriate reduce its compensation to the extent any Class expenses exceed
such lower expense limitation as FSC may, by notice to the Trust, voluntarily
declare to be effective.
4. FSC will enter into separate written agreements with various firms
to provide certain of the services set forth in Paragraph 1 herein. FSC, in
its sole discretion, may pay Financial Institutions a periodic fee in respect
of Shares owned from time to time by their clients or customers. The
schedules of such fees and the basis upon which such fees will be paid shall
be determined from time to time by FSC in its sole discretion.
5. FSC will prepare reports to the Board of Trustees of the Trust 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 dated July 31, 2006, between Federated MDT Series and Federated
Securities Corp., Federated MDT Series executes and delivers this Exhibit on
behalf of the Funds, and with respect to the Class A Shares thereof, first set
forth in this Exhibit.
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Witness the due execution hereof this 31st day of July, 2006.
FEDERATED MDT SERIES
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
FEDERATED SECURITIES CORP.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
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Exhibit C
to the
Distributor's Contract
FEDERATED MDT SERIES
Federated MDT All Cap Core Fund
Federated MDT Tax Aware/All Cap Core Fund
Federated MDT Large Cap Growth Fund
Federated MDT Mid Cap Growth Fund
Federated MDT Small Cap Value Fund
Federated MDT Small Cap Core Fund
Federated MDT Small Cap Growth Fund
Federated MDT Balanced Fund
CLASS C SHARES
The following provisions are hereby incorporated and made part of the
Distributor's Contract dated July 31, 2006, between Federated MDT Series and
Federated Securities Corp. with respect to the Class C Shares of the Funds as
set forth above.
1. The Trust hereby appoints FSC to engage in activities principally
intended to result in the sale of shares of the above-listed Class
("Shares"). Pursuant to this appointment, FSC is authorized to select a
group of financial institutions ("Financial Institutions") to sell Shares at
the current offering price thereof as described and set forth in the
respective prospectuses of the Trust.
2. During the term of this Agreement, the Trust will pay FSC for
services pursuant to this Agreement, a monthly fee computed as the annual
rate of .75 of 1% of the average aggregate net asset value of the Class C
Shares held during the month. For the month in which this Agreement becomes
effective or terminates, there shall be an appropriate proration of any fee
payable on the basis of the number of days that the Agreement is in effect
during the month.
3. FSC may from time-to-time and for such periods as it deems
appropriate reduce its compensation to the extent any Class expenses exceed
such lower expense limitation as FSC may, by notice to the Trust, voluntarily
declare to be effective.
4. FSC will enter into separate written agreements with various firms
to provide certain of the services set forth in Paragraph 1 herein. FSC, in
its sole discretion, may pay Financial Institutions a periodic fee in respect
of Shares owned from time to time by their clients or customers. The
schedules of such fees and the basis upon which such fees will be paid shall
be determined from time to time by FSC in its sole discretion.
5. FSC will prepare reports to the Board of Trustees of the Trust 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 dated July 31, 2006, between Federated MDT Series and Federated
Securities Corp., Federated MDT Series executes and delivers this Exhibit on
behalf of the Funds, and with respect to the Class C Shares thereof, first set
forth in this Exhibit.
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Witness the due execution hereof this 31st day of July, 2006.
FEDERATED MDT SERIES
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
FEDERATED SECURITIES CORP.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
- 6 -
Exhibit D
to the
Distributor's Contract
FEDERATED MDT SERIES
Federated MDT All Cap Core Fund
Federated MDT Balanced Fund
CLASS K SHARES
The following provisions are hereby incorporated and made part of the
Distributor's Contract dated July 31, 2006, between Federated MDT Series and
Federated Securities Corp. with respect to the Class K Shares of the Funds as
set forth above.
1. The Trust hereby appoints FSC to engage in activities principally
intended to result in the sale of shares of the above-listed Class
("Shares"). Pursuant to this appointment, FSC is authorized to select a
group of financial institutions ("Financial Institutions") to sell Shares at
the current offering price thereof as described and set forth in the
respective prospectuses of the Trust.
2. During the term of this Agreement, the Trust will pay FSC for
services pursuant to this Agreement, a monthly fee computed as the annual
rate of .50 of 1% of the average aggregate net asset value of the Class K
Shares held during the month. For the month in which this Agreement becomes
effective or terminates, there shall be an appropriate proration of any fee
payable on the basis of the number of days that the Agreement is in effect
during the month.
3. FSC may from time-to-time and for such periods as it deems
appropriate reduce its compensation to the extent any Class expenses exceed
such lower expense limitation as FSC may, by notice to the Trust, voluntarily
declare to be effective.
4. FSC will enter into separate written agreements with various firms
to provide certain of the services set forth in Paragraph 1 herein. FSC, in
its sole discretion, may pay Financial Institutions a periodic fee in respect
of Shares owned from time to time by their clients or customers. The
schedules of such fees and the basis upon which such fees will be paid shall
be determined from time to time by FSC in its sole discretion.
5. FSC will prepare reports to the Board of Trustees of the Trust 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 dated July 31, 2006, between Federated MDT Series and Federated
Securities Corp., Federated MDT Series executes and delivers this Exhibit on
behalf of the Funds, and with respect to the Class K Shares thereof, first set
forth in this Exhibit.
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Witness the due execution hereof this 1st day of September, 2006.
FEDERATED MDT SERIES
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
FEDERATED SECURITIES CORP.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
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