Exhibit h(v) under N-1A
Exhibit 10 under 601/Reg SK
PRINCIPAL SHAREHOLDER SERVICER'S AGREEMENT
THIS AGREEMENT, is made as of the 24th day of October, 1997, by and between
those Investment Companies on behalf of the Portfolios (individually referred to
herein as a "Fund" and collectively as "Funds") and Classes of Shares
("Classes") listed on Schedule A to Exhibit 1, as may be amended from time to
time, having their principal office and place of business at Federated Investors
Tower, Pittsburgh, Pennsylvania 15222-3779, and who have approved this form of
Agreement and Federated Securities Corp. as the principal shareholder servicer
(the "Principal Servicer"). 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. The Investment Companies hereby appoint the Principal Servicer as
their agent to select, negotiate and contract for the performance of
and arrange for the rendition of personal services to shareholders
and/or the maintenance of accounts of shareholders of each Class of
the Funds as to which this Agreement is made applicable (The Principal
Servicer's duties hereunder are referred to as "Services"). The
Principal Servicer hereby accepts such appointment and agrees to
perform or cause to be performed the Services in respect of the
Classes of the Funds to which this Agreement has been made applicable
by an Exhibit. The Principal Servicer agrees to cause to be provided
shareholder services which, in its best judgment (subject to
supervision and control of the Investment Companies' Boards of
Trustees or Directors, as applicable), are necessary or desirable for
shareholders of the Funds. The Principal Servicer further agrees to
provide the Investment Companies, upon request, a written description
of the shareholder services for which the Principal Servicer is
arranging hereunder.
2. During the term of this Agreement, each Investment Company will pay
the Principal Servicer and the Principal Servicer agrees to accept as
full compensation for its services rendered hereunder a fee as set
forth on the Exhibit applicable to the Class of each Fund subject to
this Agreement.
For the payment period in which this Agreement becomes effective or
terminates with respect to any Class of a 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 Class of the Fund
during the month.
3. This Agreement is effective with respect to each Class of a Fund as of
the date of execution of the applicable Exhibit and 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 Investment Company,
including a majority of the members of the Board of the Investment
Company who are not interested persons of the Investment Company
("Independent Board Members") cast in person at a meeting called for
that purpose.
4. Notwithstanding paragraph 3, this Agreement may be terminated with
regard to a particular Class of a Fund 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 Investment Company 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
5. The Principal Servicer agrees to arrange 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. The Principal Servicer shall not be liable for any error of judgment or
mistake of law or for any loss suffered by any 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 obligations and duties under this Agreement. the Principal Servicer
shall be entitled to rely on and may act upon advice of counsel (who may be
counsel for such Investment Company) 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 the Principal Servicer, who may be or become a member of such
Investment Company'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 the Principal Servicer 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 the Principal
Servicer even though paid by the Principal Servicer.
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. The Principal Servicer is expressly put on notice of the limitation of
liability as set forth in the Declaration of Trust of each Investment
Company that is a Massachusetts business trust and agrees that the
obligations assumed by each such Investment Company pursuant to this
Agreement shall be limited in any case to such Investment Company and its
assets and that the Principal Servicer shall not seek satisfaction of any
such obligations from the shareholders of such Investment Company, the
Trustees, Officers, Employees or Agents of such Investment Company, or any
of them.
9. The execution and delivery of this Agreement have been authorized by the
Directors of the Principal Servicer and signed by an authorized officer of
the Principal Servicer, acting as such, and neither such authorization by
such Directors 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 Directors or shareholders of the Principal
Servicer, but bind only the property of the Principal Servicer as provided
in the Articles of Incorporation of the Principal Servicer.
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
Investment Company at the following address: Federated Xxxxxxxxx Xxxxx,
Xxxxxxxxxx, XX 00000-0000, Attention: President and if delivered to the
Principal Servicer at Federated Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000-0000,
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 the Principal Servicer in the case of assignment by any
Investment Company, or of the Investment Companies in the case of
assignment by the Principal Servicer, 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 13 shall prevent the Principal Servicer 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.
Investment Companies (listed on Schedule A)
Attest: /s/ S. Xxxxxxx Xxxxx By: /s/ Xxxx X. XxXxxxxxx
Title: Assistant Secretary Title: Executive Vice President
Federated Securities Corp.
Attest:/s/ Xxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxx
Title: Assistant Secretary Title: Vice President
Exhibit 1
to the
Principal Shareholder Servicer's Agreement
Related to Class B Shares of
the Funds
The following provisions are hereby incorporated and made part of the
Principal Shareholder Servicer's Agreement (the "Principal Shareholder
Servicer's Agreement") as of the 24th day of October, 1997, by and between those
Investment Companies on behalf of the Portfolios (individually referred to
herein as a "Fund" and collectively as "Funds") and Classes of Shares
("Classes") listed on Schedule A to Exhibit 1, as may be amended from time to
time, having their principal office and place of business at Federated Investors
Tower, Pittsburgh, Pennsylvania 15222-3779, and who have approved this form of
Agreement and Federated Securities Corp. as the principal shareholder servicer
(the "Principal Servicer"). 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 Exhibit and the terms of the Principal Shareholder
Servicer's Agreement, the terms of this Exhibit shall govern.
1. Each Investment Company hereby appoints the Principal Servicer to
arrange for the rendition of the shareholder services in respect of Class B
Shares ("Class B Shares") of each Fund. Pursuant to this appointment, the
Principal Servicer is authorized to select various companies including but not
limited to Federated Shareholder Services ("Companies or a Company ") to provide
such services.
2. (a) In consideration of the Principal Servicer's Services under this
Agreement in respect of the Class B Shares each Fund agrees to pay the Principal
Servicer or at its direction its "Allocable Portion" (as hereinafter defined) of
a fee (the "Servicing Fee") equal to 0.25 of 1% per annum of the average daily
net asset value of the Class B Shares of the Fund outstanding from time to time,
provided however, that in the event the Fund operates as a fund of funds (a "FOF
Fund") by investing the proceeds of the issuance of its Class B Shares in Class
A Shares of another fund (the "Other Fund") and the Principal Shareholder
Servicer receives a servicing fee in respect of the Class A Shares of the Other
Fund so acquired by the FOF Fund, the Servicing Fee payable in respect of such
Class B Shares of the FOF Fund will be reduced by the amount of the servicing
fee actually received by the Principal Shareholder Servicer or its assign from
the Other Fund in respect of the Class A Shares of the Other Fund acquired with
the proceeds of such Class B Shares of the FOF Fund.
(b) (i) The Principal Servicer will be deemed to have fully earned its
Allocable Portion (computed as of any date) of the Servicing Fee payable in
respect of the Class B Shares of a Fund (and to have satisfied its obligation to
arrange for shareholder services in respect of such Class B Shares) on the date
it has arranged for shareholder services to be performed by Federated
Shareholder Services by payment of the lump sum contemplated by Alternative A to
Exhibit 1 to the Shareholder Services Agreement among the Principal Servicer,
Federated Shareholder Services and the Fund dated as of the date hereof (the
"Shareholder Services Agreement") to Federated Shareholder Services (whose
obligations are fully supported by its parent company) in respect of each
"Commission Share" (as defined in the Allocation Schedule attached hereto in
Schedule B) of the Fund, taken into account in determining such Principal
Servicer's Allocable Portion of such Servicing Fees as of such date. The
Principal Servicer shall not be deemed to have any other duties in respect of
the Shares and its Allocable Portion of the Servicing Fees to which the
preceding sentence applies and such arrangements shall be deemed a separate and
distinct contractual arrangement from that described in clause (ii).
(ii) The Principal Servicer will be deemed to have fully earned any
Servicing Fees not included in its Allocable Portion (i.e., those attributable
to Shares in respect of which Alternative A under Exhibit 1 to the Shareholder
Services Agreement is not applicable) as such services are performed in respect
of such Shares.
(c) Notwithstanding anything to the contrary set forth in this Exhibit, the
Principal Shareholder Agreement, or (to the extent waiver thereof is permitted
thereby) applicable law, each Investment Company's obligation to pay the
Principal Servicer's Allocable Portion of the Servicing 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 Principal Shareholder Servicer's
Agreement as it relates to the 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) in respect of the Class B Shares of such Fund.
(d) Notwithstanding anything to the contrary in this Exhibit, the Principal
Shareholder Agreement, or (to the extent waiver thereof is permitted thereby)
applicable law, the Principal Servicer may assign, sell or pledge (collectively,
"Transfer") its rights to its Allocable Portion of the Servicing Fees (but not
its obligations to the Investment Companies under this Principal Shareholder
Servicer's Agreement) in respect of the Class B Shares of a Fund to raise funds
to make the expenditures related to the Services and in connection therewith
upon receipt of notice of such Transfer, the Investment Company shall pay to the
assignee, purchaser or pledgee (collectively with their subsequent transferees,
"Transferees") such portion of the Principal Servicer's Allocable Portion of the
Servicing Fees 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 Principal Shareholder Agreement, or (to the
extent waiver thereof is permitted thereby) applicable law, to the extent the
Principal Servicer has Transferred its rights thereto to raise funds as
aforesaid, the Investment Companies' obligation to pay to the Principal
Servicer's Transferees the Principal Servicer's Allocable Portion of the
Servicing 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 Servicer,
Federated Shareholder Services (or its parent) or the failure of Federated
Shareholder Services (or its parent) to perform its Irrevocable Service
Commitment (it being understood that such provision is not a waiver of the
Investment Companies' right to pursue such Principal Servicer and enforce such
claims against the assets of such Principal Servicer other than the Principal
Servicer's right to the Distribution Fees, Servicing Fees and CDSCs in respect
of the Class B Shares of the 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 (d) but only insofar as those
provisions relate to Servicing Fees transferred to such Transferee.
(e) For purposes of this Principal Shareholder Servicer's Agreement, the
term Allocable Portion of Servicing Fees payable in respect of the Class B
Shares of any Fund shall mean the portion of such Servicing Fees allocated to
such Principal Servicer in accordance with the Allocation Schedule attached
hereto as Schedule B.
(f) For purposes of this Principal Shareholder Servicer's Contract, the
term "Complete Termination" of shareholder servicing arrangements in respect of
Class B Shares of a Fund means a termination of shareholder servicing
arrangements involving the complete cessation of payments of Servicing Fees in
respect of all Class B Shares, and the complete cessation of payments of
servicing fees for every existing and future class of shares of the Fund and any
successor Fund or any Fund acquiring a substantial portion of the assets of the
Fund ,which has substantially similar characteristics to the Class B Shares
taking into account the manner and amount of sales charge, servicing fee,
contingent deferred sales charge or other similar charge borne directly or
indirectly by the holders of such shares.
3. The Principal Servicer may enter into separate written agreements with
Companies to provide the services set forth in Paragraph 1 herein. The schedules
of fees to be paid such Companies and the basis upon which such fees will be
paid shall be determined from time to time by the Principal Servicer in its sole
discretion.
4. The Principal Servicer 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 Companies and the purpose
for such expenditures.
In consideration of the mutual covenants set forth in the Principal
Shareholder Servicer's Contract, the Principal Servicer and the Investment
Companies hereby execute and deliver this Exhibit with respect to the Class B
Shares of each Fund.
Witness the due execution hereof this 24th day of October, 1997.
ATTEST: INVESTMENT COMPANIES (listed on Schedule A)
By: /s/ S. Xxxxxxx Xxxxx By: /s/ Xxxx X. XxXxxxxxx
Title: Assistant Secretary Title: Executive Vice President
ATTEST: FEDERATED SECURITIES CORP.
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxx
Title: Assistant Secretary Title: Vice President
SCHEDULE B
to
the Principal Shareholder
Servicer's Agreement for
Class B Shares of the
Federated Funds
ALLOCATION SCHEDULE
Shareholder Servicing Fees related to Shares of each Fund shall be
allocated among the existing Principal Servicer and each subsequent Principal
Servicer 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 Principal Shareholder Servicer's
Agreement. 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 Principal Servicer Cut-Off Date" means, in respect of any Fund,
the last date on which the existing Principal Servicer acted as Principal
Servicer of Shares of such Fund.
"4% Commission Assets" means, in respect of all Funds, as of any date, the
sum of: (a) in respect of all Shares of all Funds sold by Selling Agents which
have always sold Shares only on a 4% sales commission basis, the aggregate Net
Asset Value as of such date of all outstanding Shares of all Funds sold by such
Selling Agents or derived from such Shares by dividend reinvestment, free
exchanges or otherwise and (b) in respect of all Shares of all Funds sold by all
other Selling Agents which are selling Shares on a 4% sales commission basis,
the aggregate Net Asset Values (as of the respective Dates of Original Issuance)
of all Commission Shares and Omnibus Shares sold by such Selling Agents on a 4%
sales commission basis which were issued on or prior to such date and which have
not been converted to Class A Shares pursuant to a Permitted Conversion Feature.
"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 Principal
Servicer and its Transferees 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 Principal Servicer Start-Up Date" means, in respect of any
subsequent Principal Servicer and any Fund, the first date on which such
subsequent Principal Servicer acted as principal servicer of Shares of such
Fund.
"Subsequent Principal Servicer Cut-Off Date" means, in respect of any
subsequent Principal Servicer and any Fund, the last date on which such
subsequent Principal Servicer acted as principal servicer 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 Servicer and any subsequent Principal
Servicer in accordance with the following rules:
(1) Commission Shares:
(a) Commission Shares of any Fund attributed to the existing Principal Servicer
shall be Commission Shares of such Fund acquired by the existing Principal
Servicer, the Date of Original Issuance of which occurred on or after the
Inception Date of such Fund and on or prior to the Existing Servicer
Cut-Off Date.
(b) Commission Shares of any Fund attributed to any Subsequent Principal
Servicer shall be Commission Shares of such Fund, the Date of Original
Issuance of which occurs after the Subsequent Principal Servicer Start-Up
Date and on or prior to the subsequent Principal Servicer Cut-Off Date.
(c) A Commission Share of a particular Fund (the "Issuing Fund") issued in
consideration of the investment of 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 Servicer or a subsequent Principal Servicer 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 Servicer or a subsequent Principal Servicer based upon the Date
of Original Issuance in accordance with rules (a), (b) and (c) above.
(2) Omnibus Shares:
Omnibus Shares of a Fund outstanding on any date shall be attributed to the
existing Principal Servicer or a subsequent Principal Servicer 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 Servicer or a subsequent Principal Servicer 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 SHAREHOLDER SERVICING FEES
The portion of the Shareholder Servicing Fees accrued in respect of all
Shares of all of the Funds during a particular calendar month and allocable to
the existing Principal Servicer or a subsequent Principal Servicer is determined
by the following formula:
(A - (E x ((C + D)/2))) x B
where:
A = Shareholder Servicing Fees accrued in respect of all Shares of all of the
Funds during a particular calendar month
B = fraction referred to in the next paragraph for such calendar month, in
respect of the existing Principal Servicer or subsequent Principal
Servicer, as the case may be
C = 4% Commission Assets of all Funds as of the beginning of such calendar
month
D = 4% Commission Assets of all Funds as of the end of such calendar month
E = .25% times a fraction the numerator of which is the number days in such
calendar month and the denominator of which is 365
Assuming that the Asset Based Sales Charge remains constant over time and
among Funds so that Part III hereof does not become operative:
(1) The fraction referred to in B of the prior paragraph in respect of any
calendar month in respect of the existing Principal Servicer or a subsequent
Principal Servicer is:
(A + C) /2
(B + D) /2
where:
A = The aggregate Net Asset Value of all Shares of all Funds attributed to
the existing Principal Servicer or such subsequent Principal Servicer, 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 Servicer or such subsequent Principal Servicer, 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 Servicer and its Transferees and
each subsequent Principal Servicer 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 Servicer and each subsequent Principal Servicer 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 Initial
Purchaser, the Revolving Purchaser or the Seller 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 Servicer or such subsequent Principal Servicer, 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 III: ADJUSTMENTS OF THE EXISTING PRINCIPAL SERVICER'S AND EACH SUBSEQUENT
PRINCIPAL SERVICER'S ALLOCABLE SHARE OF ASSET BASED SALES CHARGES AND
CONTINGENT DEFERRED SALES CHARGES
The Parties to the Principal Shareholder Servicer's Agreement recognize
that, if the terms of any Principal Shareholder Servicer's Agreement, 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 Servicer's or any
subsequent Principal Servicer's Allocable Portion of Shareholder Servicing Fees
that would have been determined on the basis of the 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 Servicer and its Transferees and each subsequent Principal
Servicer; provided, however, if the existing Principal Servicer, such
Transferees, each subsequent Principal Servicer 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 TO THE
ALLOCATION SCHEDULE
SELLING AGENTS CURRENTLY OFFERING OMNIBUS SHARES
1. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
2. Core-Link
Federated Capital Income Fund
Class B Shares
