Exhibit (h)(vii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
FORM OF
MUTUAL FUNDS
SALES AND SERVICE AGREEMENT
This Agreement is entered into between the financial institution
executing this Agreement ("Financial Institution") and Edgewood Services,
Inc. ( "Distributor"), acting as principal underwriter with respect to those
series or portfolios listed on each Exhibit hereto (referred to individually
as the "Fund" and collectively as the "Funds").
This Agreement contemplates that Distributor and/or Funds may make one or
more of the following payments to Financial Institutions: (a) payment for
sales commissions as described in Section II and listed in each Exhibit; (b)
payment for distribution services as described in Section III and listed in
each Exhibit; (c) payment for shareholder services as described in Section IV
and listed in each Exhibit; and/or (d) supplemental payments as described in
Section V and listed in each Exhibit.
SECTION I - FINANCIAL INSTITUTION.
1. Status of Financial Institution as "Bank" or Registered Broker-Dealer.
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Financial Institution represents and warrants to Distributor:
(a)(i) that it is a broker or dealer as defined in Section
3(a)(4) or 3(a)(5) of the Securities Exchange Act of 1934
("Exchange Act"); that it is registered with the Securities
and Exchange Commission pursuant to Section 15 of the
Exchange Act; that it is a member in good standing of the
National Association of Securities Dealers, Inc. ("NASD");
that its customers' accounts are insured by the Securities
Investors Protection Corporation ("SIPC"); and that, during
the term of this Agreement, it will abide by all of the
rules and regulations of the NASD including, without
limitation, the NASD Rules of Conduct. Financial
Institution agrees to notify Distributor immediately in the
event of (1) the termination of its coverage by the SIPC;
(2) its expulsion or suspension from the NASD, or (3) its
being found to have violated any applicable federal or
state law, rule or regulation arising out of its activities
as a broker-dealer or in connection with this Agreement, or
which may otherwise affect in any material way its ability
to act in accordance with the terms of this Agreement.
Financial Institution's expulsion from the NASD will
automatically terminate this Agreement immediately without
notice. Suspension of Financial Institution from the NASD
for violation of any applicable federal or state law, rule
or regulation will terminate this Agreement effective
immediately upon Distributor's written notice of
termination to Financial Institution; or
(a)(ii) that it is a "bank," as that term is defined in
Section 3(a)(6) of the Exchange Act and that, during the
term of this Agreement, it will abide by the rules and
regulations of those state and federal banking authorities
with appropriate jurisdiction over the Financial
Institution, especially those regulations dealing with the
activities of the Institution as described under this
Agreement. Financial Institution agrees to notify
Distributor immediately of any action by or communication
from state or federal banking authorities, state securities
authorities, the Securities and Exchange Commission, or any
other party which may affect its status as a bank, or which
may otherwise affect in any material way its ability to act
in accordance with the terms of this Agreement. Any action
or decision of any of the foregoing regulatory authorities
or any court of appropriate jurisdiction which affects
Financial Institution's ability to act in accordance with
the terms of this agreement, including the loss of its
exemption from registration as a broker or dealer, will
terminate this Agreement effective upon Distributor's
written notice of termination to Financial Institution; and
(b) that Financial Institution is registered with the
appropriate securities authorities in all states in which
its activities make such registration necessary.
2. Financial Institution Acts as Agent for its Customers.
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The parties agree that in each transaction in the shares of beneficial
interest or capital stock of any Fund ("Shares") and with regard to any
services rendered pursuant to this Agreement: (a) Financial Institution is
acting as agent for the customer; (b) each transaction is initiated solely
upon the order of the customer; (c) as between Financial Institution and its
customer, the customer will have full beneficial ownership of all Shares of
the Funds; (d) each transaction shall be for the account of the customer and
not for Financial Institution's account; and (e) each transaction shall be
without recourse to Financial Institution provided that Financial Institution
acts in accordance with the terms of this Agreement. Financial Institution
shall not have any authority in any transaction to act as Distributor's agent
or as agent for the Funds.
SECTION II - AGREEMENT FOR SALES OF FUND SHARES.
3. Execution of Orders for Purchase and Redemption of Shares.
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(a) All orders for the purchase of any Shares shall be executed at the
then-current public offering price per share (i.e., the net asset value
per share plus the applicable initial sales load, if any) and all orders
for the redemption of any Shares shall be executed at the net asset value
per share of the applicable Class, in each case as described in the
prospectus of the Fund. Any applicable redemption fee or deferred sales
charge will be deducted by the Fund prior to the transmission of the
redemption proceeds to Financial Institution or its customer.
Distributor and the Funds reserve the right to reject any purchase
request in their sole discretion. If required by law, each transaction
shall be confirmed in writing on a fully disclosed basis and, if
confirmed by Distributor, a copy of each confirmation shall be sent
simultaneously to Financial Institution if Financial Institution so
requests.
(b) The procedures relating to all orders will be subject to the terms of the
prospectus (as used herein, references to the Fund's prospectus shall
also include the Fund's statement of additional information, which is
incorporated by reference into the prospectus) of each Fund and
Distributor's written instructions to Financial Institution from time to
time.
(c) Payments for Shares shall be made as specified in the applicable Fund
prospectus. If payment for any purchase order is not received in
accordance with the terms of the applicable Fund prospectus, Distributor
reserves the right, without notice, to cancel the sale and to hold
Financial Institution responsible for any loss sustained as a result
thereof.
4. Initial Sales Loads Payable to Financial Institution.
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(a) On each order accepted by Distributor, in exchange for the performance of
sales services and/or distribution services, Financial Institution will
be entitled to receive the applicable dealer concession set forth in the
then current prospectus or statement of additional information ("SAI") of
the applicable Fund or applicable Fund Exhibit, whichever contains more
recent information, subject to any adjustment in the rate of such
concession referred to below, from the amount paid by Financial
Institution's customer. The initial sales loads for any Fund shall be
those set forth in its prospectus. The rate of the dealer concession
payable to Financial Institution may be changed at any time at
Distributor's sole discretion upon written notice to Financial
Institution.
(b) Transactions may be settled by Financial Institution: (1) by payment of
the full purchase price less an amount equal to Financial Institution's
applicable percentage of the initial sales load, or (2) by payment of the
full purchase price, in which case Financial Institution shall receive,
not less frequently than monthly, the aggregate fees due it on orders
received and settled. Upon request, Financial Institution shall provide
Distributor with a report detailing the amounts retained by Financial
Institution under subparagraph (b)(1).
(c) It shall be the obligation of the Financial Institution either: (i)
to provide Distributor with all necessary information regarding the
application of the appropriate initial sales load to each transaction, or
(ii) to assess the appropriate initial sales load for each transaction
and to forward the public offering price, net of the amount of the
initial sales load to be reallowed to the Financial Institution, to the
appropriate Fund. Neither the Fund nor Distributor shall have any
responsibility to correct the payment or assessment of an incorrect
initial sales load due to the failure of the Financial Institution to
fulfill the foregoing obligation.
5. Advance Commissions Payable to Financial Institution.
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Upon the purchase of certain Shares, as described in the applicable
prospectus, the Financial Institution may be entitled to receive an advance
commission from the Distributor as set forth on each Exhibit (or the Fund's
current prospectus, if it contains more recent information). This amount is
not to be considered an initial sales load and should not be deducted from
the public offering price of the Shares which shall be forwarded to the
Fund. Generally, a contingent deferred sales charge ("CDSC") will be
assessed upon the redemption of Shares with regard to which an advance
commission is paid by Distributor. In the event that Financial Institution
notifies Distributor in writing that Financial Institution elects to waive
such advance commission, and if the Fund's prospectus or SAI permits such a
waiver, the CDSC will not be charged upon the redemption of the relevant
Shares. To receive advance commission from Distributor on Shares that are
subject to a CDSC, Financial Institution must open investor accounts with the
Fund on a fully-disclosed basis or be able to account for share ownership
periods used in calculating the CDSC. Furthermore, should the custody (or
record ownership) of the shares of the investor account(s) be transferred
during the applicable CDSC holding period (as described in the Fund
prospectus or SAI) to a financial institution which does not maintain
investor accounts on a fully disclosed basis and does not account for share
ownership periods, the Financial Institution agrees to reimburse Distributor
prior to such transfer for advance commissions paid to it by Distributor.
6. Delivery of Prospectuses to Customers.
Financial Institution will deliver or cause to be delivered to each
customer, at or prior to the time of any purchase of Shares, a copy of the
current prospectus of the applicable Fund and, upon request by a customer or
shareholder, a copy of the applicable Fund's current SAI and any annual or
semi-annual report ("Financial Report(s)"). Financial Institution shall not
make any representations concerning any Shares other than those contained in
the prospectus, SAI or Financial Report of the Fund or in any promotional
materials or sales literature furnished to Financial Institution by
Distributor or the Fund.
7. Indemnification.
(a) Financial Institution shall indemnify and hold harmless Distributor, each
Fund, the transfer agent of any Fund, and each of their respective
subsidiaries, affiliates, officers, directors, agents and employees from
all direct or indirect liabilities, losses or costs (including attorneys
fees) arising from, related to or otherwise connected with: (1) any
breach by Financial Institution of any provision of this Agreement; or
(2) any actions or omissions of Distributor, any Fund, the transfer
agent, and each of their subsidiaries, affiliates, officers, directors,
agents and employees in reliance upon any oral, written or computer or
electronically transmitted instructions believed to be genuine and to
have been given by or on behalf of Financial Institution.
(b) The Distributor shall indemnify and hold harmless Financial Institution
and its respective subsidiaries, affiliates, officers, directors, agents
and employees from all direct or indirect liabilities, losses or costs
(including attorneys fees) arising from, related to or otherwise connected
with: (1) any breach by Distributor of any provision of this Agreement; or
(2) any actions or omissions of Financial Institution and its
subsidiaries, affiliates, officers, directors, agents and employees in
reliance upon any oral, written or computer or electronically transmitted
instructions believed to be genuine and to have been given by or on behalf
of the Distributor.
(c) The Distributor agrees to indemnify and hold harmless any Fund for which
Distributor is principal underwriter, each of its Directors, each of its
officers who have signed the Registration Statement and each other
person, if any, who controls such Fund within the meaning of Section 15
of the Securities Act of 1933, as amended, 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 (the
"Filing(s)") in reliance upon, and in conformity with, information
furnished to such Fund about Distributor by or on behalf of Distributor
expressly for the use in the Filing(s). In case any action shall be
brought against any Fund or any other person so indemnified based on the
Filing(s), and with respect to which indemnity may be sought against
Distributor, Distributor shall have the rights and duties given to such
Fund to the extent that Distributor is distributor to that Fund, and such
Fund and each other person so indemnified shall have the rights and
duties given to Distributor by the provisions of subsection (a) above.
(d) The agreement of the parties in this Paragraph to indemnify each other
is conditioned upon the party entitled to indemnification (Indemnified
Party) giving notice to the party required to provide indemnification
(Indemnifying Party) promptly after the summons or other first legal
process for any claim as to which indemnity may be sought is served on the
Indemnified Party. The Indemnified Party shall permit the Indemnifying
Party to assume the defense of any such claim or any litigation resulting
from it, provided that counsel for the Indemnifying Party who shall
conduct the defense of such claim or litigation shall be approved by the
Indemnified Party (which approval shall not unreasonably be withheld), and
that the Indemnified Party may participate in such defense at its
expense. The failure of the Indemnified Party to give notice as provided
in this subparagraph (c) shall not relieve the Indemnifying Party from any
liability other than its indemnity obligation under this Paragraph. No
Indemnifying Party, in the defense of any such claim or litigation, shall,
without the consent of the Indemnified Party, consent to entry of any
judgment or enter into any settlement that does not include as an
unconditional term the giving by the claimant or plaintiff to the
Indemnified Party of a release from all liability in respect to such claim
or litigation.
(e) The provisions of this Paragraph shall survive the termination of this
Agreement.
SECTION III - AGREEMENT TO PROVIDE DISTRIBUTION-RELATED ACTIVITIES.
8. Agreement under Rule 12b-1.
Financial Institution acknowledges that this Section III, together with
the Introduction to this Agreement, constitute a form of "Related Agreement"
under a plan ("Plan") adopted by the Fund in accordance with Rule 12b-1 under
the Investment Company Act of 1940 ("1940 Act"). Financial Institution agrees
to furnish such information to Distributor as necessary to comply with the
Plan and Rule 12b-1.
9. Distribution-Related Activities.
Certain Funds pay distribution fees under a Plan or Plans adopted under
Rule 12b-1 under the 1940 Act, as noted on Exhibits to this Agreement (or the
Fund's current prospectus if it contains more recent information).
Distributor hereby appoints Financial Institution to render or cause to be
performed one or more of the distribution-related activities and, to the
extent covered under the Plans, shareholder services referred to in Section
IV, as outlined on such Exhibits, to those Funds and their shareholders.
10. Distribution Fees Payable to Financial Institution.
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During the term of this Section III, Distributor will pay Financial
Institution distribution fees for each class of shares ("Class") of a Fund as
set forth in any Exhibits to this Agreement (or the Fund's current prospectus
if it contains more recent information).
11. Term of Agreement.
This Related Agreement shall continue in effect for one year from the date of
its execution, and thereafter for successive periods of one year provided the
form of this Related Agreement is approved with respect to each Class or Fund
(as the case may be) at least annually by the Board of the Fund, including a
majority of the members of the Fund Board who are not interested persons of
the Fund and have no direct or indirect financial interest in the operation
of any Plan or in any related agreements to such Plan ("Independent Board
Members"), cast in person at a meeting called for that purpose.
SECTION IV - AGREEMENT TO PROVIDE SHAREHOLDER SERVICES.
12. Shareholder Services.
Certain Funds pay a Shareholder Services Fee as noted on Exhibit(s) to
this Agreement (or the Fund's current prospectus or SAI, if they contain more
recent information). Financial Institution agrees to render or cause to be
rendered one or more of the personal services to shareholders of the Funds
and/or the maintenance of accounts of shareholders of the Funds ("Shareholder
Services") as outlined on such Exhibit(s). Financial Institution further
agrees to provide, upon request, a written description of the Shareholder
Services which Financial Institution is providing hereunder.
13. Shareholder Service Fees Payable to Financial Institution.
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During the term of this Agreement, Distributor or the Fund will pay
Financial Institution Shareholder Service Fees as set forth in Exhibit(s) to
this Agreement (or the Fund's current prospectus or SAI, if they contain more
recent information).
14. Acknowledgment by Financial Institution.
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Financial Institution acknowledges that, to the extent a Fund's Plan
covers Shareholder Services and Shareholder Services Fees, such services and
fees are also subject to the terms of Section III of this Agreement.
SECTION V - SUPPLEMENTAL PAYMENTS.
15. Supplemental Payments to Financial Institution.
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During the term of this Agreement, Distributor or its affiliates may make
Supplemental Payments to Financial Institution if and as set forth in
Exhibit(s) to this Agreement (or the Fund's current prospectus or SAI, if
they contain more recent information) as additional compensation for services
described in Sections II, III or IV. Such payments will be made from the
assets, reasonable profits and/or resources of Distributor, the adviser to
the Fund, or the affiliates of either, and not from assets of the Funds nor
from fees payable under applicable Plans.
SECTION VI - MISCELLANEOUS.
16. Proration of Payments.
For the payment period in which this Agreement becomes effective or
terminates, there shall be an appropriate proration of the payments
referenced in Sections III, IV and V, on the basis of the number of days that
this Agreement is in effect during the quarter.
17. ERISA Assets.
(a) Financial Institution understands that the Department of Labor views
ERISA as prohibiting fiduciaries of discretionary ERISA assets from
receiving certain fees or other compensation from Funds in which the
fiduciary's discretionary ERISA assets are invested. Similar, the common
law of trusts in certain states prohibit fiduciaries from receiving
distribution-related compensation from funds in which the fiduciary's
discretionary trust assets are invested. Receipt of such compensation
could violate such provisions against fiduciary self-dealing and conflict
of interest and could subject the fiduciary to penalties.
18. Customer Names Proprietary to Financial Institution.
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(a) The names of Financial Institution's customers are and shall remain
Financial Institution's sole property and shall not be used by
Distributor or its affiliates for any purpose except the performance of
their respective duties and responsibilities under this Agreement and
except for servicing and informational mailings relating to the Funds.
Notwithstanding the foregoing, this Paragraph shall not prohibit
Distributor or any of its affiliates from utilizing the names of
Financial Institution's customers for any purpose if the names are
obtained in any manner other than from Financial Institution pursuant to
this Agreement.
(b) Neither party shall use the name of the other party in any manner
without the other party's written consent, except as required by any
applicable federal or state law, rule or regulation, and except pursuant
to any mutually agreed upon promotional programs.
(c) Each party to this Agreement agrees to maintain the security and
confidentiality of nonpublic personal information ("NPI") of Fund
customers and consumers, as those terms are defined in SEC's Xxxxxxxxxx
X-X, 00 XXX Part 248. Each party to this Agreement 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 Fund, in each instance in furtherance of
fulfilling the party's obligations under this Agreement and consistent
with the exceptions provided in 17 CFR Sections 248.14, 248.15 and 248.13,
respectively.
(d) The provisions of this Paragraph shall survive the termination of this
Agreement.
19. Security Against Unauthorized Use of Funds' Recordkeeping Systems; Year
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2000.
Financial Institution agrees to provide such security as is necessary to
prevent any unauthorized use of the Funds' recordkeeping system, accessed via
any computer hardware or software provided to Financial Institution by
Distributor. Financial Institution represents and warrants that it has
examined and tested the internal systems that it has developed to support the
services outlined herein and, as of the date of this Agreement, has no
knowledge of any situation or circumstance that will inhibit the system's
ability to perform the expected functions or inhibit Financial Institution's
ability to provide the expected services as a result of any business
interruptions relating to dates or days before, during and after the
year 2000. In connection with the foregoing, Financial Institution has made
reasonable inquiry of its business partners and other entities with which it
conducts business and has carefully considered the responses of those
third-parties.
20. Solicitation of Proxies.
Financial Institution agrees not to solicit or cause to be solicited
directly, or indirectly, at any time in the future, any proxies from the
shareholders of any or all of the Funds in opposition to proxies solicited by
management of any Fund, unless a court of competent jurisdiction shall have
determined that the conduct of a majority of the Board of the Fund
constitutes willful misfeasance, bad faith, gross negligence or reckless
disregard of their duties. This Paragraph will survive the term of this
Agreement.
21. Certification of Customers' Taxpayer Identification Numbers.
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Financial Institution agrees to obtain any taxpayer identification number
certification from its customers required under Section 3406 of the Internal
Revenue Code, and any applicable Treasury regulations, and to provide
Distributor or its respective 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.
22. Notices.
Except as otherwise specifically provided in this Agreement, all notices
required or permitted to be given pursuant to this Agreement shall be given
in writing and delivered by personal delivery or by postage prepaid,
registered or certified United States first class mail, return receipt
requested, overnight courier services, or by facsimile or similar electronic
means of delivery (with a confirming copy by mail as provided herein).
Unless otherwise notified in writing, all notices to Distributor shall be
given or sent to it at Federated Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx
00000-0000, Attention: Secretary, Fax: 000-000-0000 (Phone: 000-000-0000).
All notices to Financial Institution shall be given or sent to it at its
address, fax number or e-mail address shown below.
23. Termination and Amendment.
(a) This Agreement shall become effective in this form as of the date set
forth below or as of the first date thereafter upon which Financial
Institution executes any transaction, performs any service, or receives
any payment pursuant hereto. This Agreement supersedes any prior sales,
distribution, shareholder service, or administrative service agreements
between the parties with respect to the Funds.
(b) This Agreement, including any Exhibit(s) hereto, may be amended by
Distributor from time to time by the following procedure. Distributor
will mail a copy of the amendment to Financial Institution's address, as
shown below. Subject to any requirements imposed by any Plan, and
subject to any requirements imposed by Rule 12b-1, if Financial
Institution does not object to the amendment within thirty (30) days
after its receipt, or, regardless of any objection, as of the first date
thereafter upon which Financial Institution executes any transaction,
performs any service, or receives any payment pursuant hereto, the
amendment will become part of the Agreement. Financial Institution's
objection must be in writing and be received by Distributor within such
thirty days.
(c) In addition to the ability to amend or terminate this Agreement under the
provisions set forth in Paragraphs 1(a) and 23(b), Section III and
Section IV (to the extent Section IV is covered under a Plan) of this
Agreement may be terminated with respect to each Class or Fund, as the
case may be, as follows:
(i) at any time, without the payment of any penalty, by the vote of a
majority of the Independent Board Members of the Fund or by a "vote
of a majority of the outstanding voting securities" of such Class or
Fund, as the case may be, as defined in the 1940 Act on not more than
sixty (60) days' written notice to the parties to this Agreement;
(ii) automatically in the event of the Agreement's assignment as
defined in the 1940 Act, upon the termination of the "Distributor's
Contract" entered into between the Fund and Distributor under Section
15(b) and (c) of the 1940 Act, or upon the termination of the Plan
relating to such Class or Fund, as the case may be, covered under
this Agreement;
(iii) by any party to the Agreement without cause by giving the
other party at least sixty (60) days' written notice of its intention
to terminate; and
(iv) at such other time as may be mutually agreed to in writing by
each party to this Agreement.
(d) The termination of this Agreement with respect to any one Class or Fund
will not cause the Agreement's termination with respect to any other
Class or Fund.
24. Severability.
If any provision or portion of this Agreement is at any time determined
to be invalid or unenforceable for any reason, the remaining provisions and
portions of this Agreement will be unaffected thereby and will remain in full
force and effect to the fullest extent permitted by law.
25. Governing Law.
This Agreement shall be construed in accordance with the laws of the
Commonwealth of Pennsylvania, without regard to conflict of laws principles
thereof. Financial Institution agrees that it shall bring any action or
proceeding against Distributor arising out of or related in any way
to this Agreement solely in a court of competition jurisdiction sitting in
Allegheny County or the Western District of Pennsylvania, and otherwise
consents to the jurisdiction of either court.
EDGEWOOD SERVICES, INC.
By: __________________________
Name: __________________________
Title: __________________________
Date: __________________________
(Please Print or Type)
FINANCIAL INSTITUTION: ______________________________
By: __________________________
Name: __________________________
Title: __________________________
Date: __________________________
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Address
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City State Zip Code
Phone number: ______________________________
Fax number: ______________________________
E-mail address: ______________________________
[Name of Financial Institution]
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EXHIBIT FOR
[ABC Fund Family]
For purposes of this Exhibit, any "Initial Sales Load" shall be paid
subject to the terms of Section II of the Agreement; any "Advance
Commissions" shall be paid subject to the terms of Section II of the
Agreement; any "Distribution Fees" shall be paid subject to Section III of
the Agreement; any "Shareholder Service Fees" shall be paid subject to
Section IV of the Agreement and any "Supplemental Payments" shall be paid
subject to Section V of the Agreement. Advance Commissions shall be paid as
a percentage of the public offering price of the Fund shares next determined
after the purchase order is accepted. Distribution Fees, Shareholder Service
Fees, and Supplemental Payments shall be paid at an annual rate on the
average net asset value of shares held in each of the Funds attributable to
the specified Class during the period in accounts for which the Financial
Institution provides services under the Agreement. Such amounts shall be
accrued daily and paid at least quarterly. All fees stated herein are valid
as of the date stated below. Fees are subject to change pursuant to Sections
22 and 23 of the Agreement.
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[Fund Name] Initial Advance DistributiShareholderSupplemental
Sales Load CommissionFee* Services Payment
Fee#
FE CDSC
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Class __
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Class __
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Class __
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Financial Institution receives a Distribution Fee in return for
performing one or more of the following Distribution-Related Activities under
the Plan for [Fund/Class __] Shares:
[List Services from Plan].
# Financial Institution receives a Shareholder Services Fee in return for
rendering one or more of the following Shareholder Services for [Fund/Class
__] Shares:
[List Services from Plan or other applicable documentation].
Dated:
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