EXHIBIT (H) (VIII) UNDER FORM N-1A
EXHIBIT 10 UNDER ITEM 601/REG. S-K
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 Investors Tower, Pittsburgh, PA 15222-
3779, Attention: President.
11. This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject
hereof whether oral or written. If any provision of this Agreement shall
be held or made invalid by a court or regulatory agency decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. Subject to the provisions of Sections 3 and 4, hereof,
this Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and shall be governed
by Pennsylvania law; provided, however, that nothing herein shall be
construed in a manner inconsistent with the Investment Company Act of
1940 or any rule or regulation promulgated by the Securities and Exchange
Commission thereunder.
12. This Agreement may be executed by different parties on separate
counterparts, each of which, when so executed and delivered, shall be an
original, and all such counterparts shall together constitute one and the
same instrument.
13. This Agreement shall not be assigned by any party without the prior
written consent of 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
Schedule A
PRINCIPAL SHAREHOLDER SERVICER'S AGREEMENT
Revised 3/1/07
Effective Date: CLASS B SHARES OF:
FEDERATED MDT SERIES
3/1/07 FEDERATED MDT LARGE CAP GROWTH FUND
