DEALER AGREEMENT
Federated
world-class
investment manager ®
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This
Agreement is entered into between the registered broker/dealer
executing
this Agreement (“Dealer”) and Federated Securities Corp. (“FSC”), as
distributor for the Funds subject to this Agreement, pursuant to
Distributor's Contracts between FSC and each Fund. Unless otherwise
defined, Section 19 of this Agreement sets forth the definitions
for
capitalized terms used in this Agreement.
1.Agreement
for sales of fund shares
(a)
FSC, as agent for the Funds, hereby offers to sell Shares of the
Funds to
Dealer, for the account of Dealer's customers, upon the following
terms
and conditions:
(i)
Unless otherwise agreed in writing by the parties, Dealer agrees
to comply
with reasonable instructions provided by FSC or a Fund from time
to time
(“Instructions”) with respect to establishing accounts and processing
purchase orders.
(ii)
FSC and each Fund reserves the right to reject, in its sole discretion,
any purchase order for a Fund's Shares. Unless otherwise instructed
by
Dealer, FSC agrees to confirm to Dealer in writing (or by electronic
or
other reasonable means) a Fund's acceptance of any purchase
order.
(iii)
Share purchase orders shall be executed at the public offering
price per
share next calculated after the order is received subject to any
sales
charges or other conditions disclosed in the applicable
Prospectus.
(b)
Dealer shall settle purchase order transactions in accordance with
the
applicable Prospectus.
(c)
With respect to those Shares subject to an initial sales load,
Dealer
shall be responsible for the determination of the applicable initial
sales
load. Dealer shall provide FSC with information regarding applicable
breakpoints, reductions, waiver or variations of the initial sales
load to
each transaction and shall inform FSC whether settlement of a transaction
will be net of the initial sales load.
(d)
Upon FSC's request, Dealer shall provide or cause to be provided
a report
detailing the amount of any initial sales loads retained by
Dealer.
(e)
If a purchase order is not settled in accordance with this Section,
FSC
may without notice, cancel the sale and Dealer shall be responsible
for
any resulting loss FSC or the Funds sustains. Neither the Fund
nor FSC
shall have any responsibility (but otherwise reserves the right)
to
correct Dealer's assessment of an incorrect initial sales
load.
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(f)
Dealer 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 Prospectus
of such
Shares.
2.Sales
compensation
If
FSC and a Fund accept a purchase order and Dealer settles the order
by
making payment for the Shares, Dealer will be entitled to receive
the
following:
(a)
Initial Sales Loads. With respect to Shares subject to an
initial sales load, such Fund will allow directly to Dealer the
applicable
percentage of the initial sales load from the amount paid by Dealer's
customer. The initial sales loads for any Shares and the applicable
percentages of the initial sales loads payable to Dealer for such
Shares
shall be set forth in the Prospectus and in Schedule 1 to this
Agreement.
(b)
Advance Commissions. With respect to Shares subject to a
contingent deferred sales charge (“CDSC”), FSC will pay to Dealer the
applicable percentage of any advance commission as set forth in
the
Prospectus and in Schedule 1 to this Agreement. In no event shall
Dealer
deduct the amount of any advance commission from the public offering
price
of the Shares that must be forwarded to the Fund. In order to receive
advance commissions from FSC on Shares subject to a CDSC, Dealer
must:
(i)
open investor accounts with the Fund on a fully-disclosed basis;
or
(ii)
agree in writing to collect and remit the applicable CDSC in a
manner
acceptable to FSC and the Funds.
If
at any time during the applicable CDSC holding period (as described
in the
Prospectus for such Shares), Dealer no longer satisfies the requirements
set forth above (whether by transfer of record ownership or otherwise),
Dealer agrees to pay to FSC the amount of CDSC that would have
been
payable upon the redemption of such Shares.
(c)
Asset Based Sales Charges. With respect to those Shares
listed in Schedule 1 as providing for distribution (Rule 12b-l)
fees, FSC,
as agent for the Fund issuing such Shares, will pay distribution
fees to
Dealer equal to the percentage of average net assets set forth
in Schedule
1 to this Agreement.
0.Xxxxxxxx
and redemption orders
(a)
Unless otherwise agreed by the parties, Dealer agrees to comply
with
Instructions with respect to processing exchange and redemption
orders.
(b)
Exchange and redemption orders shall be executed at the net asset
value
next calculated after the order is
received,
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subject
to any CDSC, redemption fee or other conditions disclosed in the
applicable Prospectus.
(c)
Dealer agrees to collect or cause to be collected all applicable
redemption fees as described in the Prospectus on all accounts
opened with
the Fund on an omnibus basis, and promptly remit such fees to FSC.
FSC
shall collect all applicable redemption fees on accounts opened
with the
Fund on a fully-disclosed basis, unless otherwise notified in writing
by
Dealer that Dealer will assume such obligation.
(d)
FSC and each Fund reserves the right to reject any exchange order
for
Shares if permitted by the Prospectus. FSC agrees to confirm to
Dealer in
writing (or by electronic or other reasonable means) the Fund's
acceptance
of any exchange order.
(e)
At the reasonable request by FSC, Dealer agrees to take such actions
as
may be appropriate to give effect to (i) any conversion of Shares
as
required by the Prospectus; (ii) any election by a Fund to redeem
Shares
as permitted by the Prospectus; or (iii) to collect and remit to
the Fund
any CDSC or redemption fee incorrectly paid to Dealer or its
customer.
4.Other
duties
(a) Compliance
with Laws. In performing their respective obligations under this
Agreement, Dealer and FSC shall each comply with all applicable
provisions
of the 1940 Act, the 1933 Act, the 1934 Act, the NASD's Conduct
Rules and
all other federal and state laws, rules and regulations governing
the sale
and ownership of Shares.
(b)
Delivery of Disclosure Documents. Upon request by a
customer or Shareholder, Dealer will send a copy of the current
Prospectus
for any Shares (including the SAI if expressly requested) and periodic
reports for any Fund (“Disclosure Documents”) to the customer or
Shareholder within three business days of such request.
(c) Taxpayer
Identification Numbers. Dealer agrees to provide or cause to be
provided all necessary information to comply properly with all
federal,
state and local reporting and backup withholding requirements for
its
customer account including, without limitation, those requirements
that
apply by treating Shares as readily tradable instruments. Dealer
represents and agrees that all Taxpayer Identification Numbers
(“TINS”)
provided are certified, and that no account which requires a certified
TIN
will be established without such certified TIN.
(d) Suspension
of Sales Efforts. Upon notice of any Fund's election to suspend
sales of its Snares, Dealer agrees to suspend all sales efforts
regarding
such Shares until otherwise notified by FSC.
(e) Personal
Services and Account Maintenance. Dealer agrees to respond to the
reasonable inquiries and requests of any customer that is a Shareholder
relating to their investment in a Fund, and to take such actions
as such
customer may reasonably request to maintain the customer's account
with a
Fund.
(f)
Statements and Confirmations. Dealer shall provide all
legally required account statements and confirmations
to
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underlying
beneficial owners on all accounts opened with the Fund on an omnibus
basis. Except as otherwise provided in this subsection, FSC shall
provide
all legally required account statements and confirmations on all
accounts
opened with the Fund on a fully-disclosed basis. FSC agrees to
comply with
written instructions (including e-mails) provided by Dealer to
suppress
account statements and confirmations on fully-disclosed accounts,
provided
any such instruction shall be deemed an undertaking by Dealer to
provide
any legally required account statements and confirmations on the
account.
(g)
Anti-Money Laundering and Customer Identification. The
parties acknowledge that the SEC and the United States Treasury
Department
have adopted a series of rules and regulations arising out of the
USA
PATRIOT Act (together with such rules and regulations, the “AML-CIP
Regulations”), specifically requiring certain financial institutions,
including FSC and Dealer, to establish a written anti-money laundering
and
customer identification program (an “AML-CIP Program”);
(i)
FSC and Dealer each represent, warrant and certify that they have
established, and covenant that at all times during the existence
of this
Agreement they will maintain, an AML-CIP Program in compliance
with the
AML-CIP Regulations.
(ii)
Dealer covenants that it will perform all activities, including
the
establishment and verification of customer identities as required
by the
AML-CIP Regulations and/or its Program, with respect to all customers
on
whose behalf Dealer maintains a direct account with the
Funds.
(iii)
FSC and Dealer agree that (A) accounts in the Funds held in the
name of,
or beneficially owned by, Dealer's customers shall be accounts
of the
Dealer for all purposes under Dealer's Program and that (B) Dealer's
customers will be customers of Dealer for all purposes under Dealer's
AML-CIP Program.
5.Service
fees
With
respect to those Shares listed in Schedule 1 as providing for service
fees, FSC, as agent for the Fund issuing such Shares, will pay
a service
fee to Dealer equal to the percentage of average net assets set
forth in
the Prospectus and in Schedule 1 to this Agreement.
6.Payment
of sales compensation and service fees
(a)
FSC and the Funds shall pay any amounts owed under this Agreement
in
accordance with their regular payment schedules and in no event
less
frequently than quarterly. For the payment period in which this
Agreement
becomes effective or terminates, there will be an appropriate proration
of
all payments, on the basis of the number of days that this Agreement
is in
effect during the quarter.
(b)
In connection with such payments, FSC and the Funds may provide a
statement setting forth the calculation of amounts paid to Dealer.
Absent
manifest error, any such calculations will be final unless either
party
objects thereto within sixty (60) days of the date of the
statement.
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(c)
With respect to clearing arrangements, if Dealer is an “Introducing Firm”,
Dealer acknowledges and agrees that any compensation to which Dealer
may
be entitled to pursuant to this Agreement will be paid by FSC to
the
Clearing Firm that is listed as the Dealer of Record on the account
with
the Fund.
(d)
Nothing in this Agreement shall obligate any Fund to pay compensation
to
Dealer in excess of the limits established by the NASD or in violation
of
a Fund's distribution plan established in accordance with Rule
12b-l under
the 1940 Act. FSC shall provide quarterly reports to each Fund's
Board
detailing the amounts expended pursuant to the Rule 12b-l Plans
and the
purposes for which such expenditures were made. Dealer agrees to
provide
FSC with such other information as shall reasonably be requested
by the
Board with respect to the Asset Based Sales Charges paid to Dealer.
Dealer
hereby waives its right to receive Asset Based Sales Charges to
the extent
not paid by the Fund.
(e)
If Shares sold under this Agreement are tendered for redemption
within
seven (7) business days after FSC's confirmation of the original
purchase
order, Dealer will, with respect to such Shares, (i) promptly refund
to
FSC the full amount of any compensation retained or paid under
this
Agreement; and (ii) forfeit the right to receive any compensation
not yet
paid.
(f)
Dealer will perform all of its obligations and duties under this
Agreement
at its own expense.
7.Representations
(a)Each
party represents and warrants to the other party that:
(i)
Powers. It has the power to execute this Agreement and
any other documentation relating to this Agreement to which it
is a party,
to deliver this Agreement and any other documentation relating
to this
Agreement that it is required by this Agreement to deliver and
to perform
its obligations under this Agreement and has taken all necessary
action to
authorize such execution, delivery and performance.
(ii)
No Violation or Conflict. Such execution, delivery and
performance do not violate or conflict with any law applicable
to it, any
provision of its constitutional documents, any order or judgment
of any
court or other agency of government applicable to it or any contractual
restriction binding on or affecting it.
(iii)
Obligations Binding. Its obligations under this Agreement
constitute its legal, valid and binding obligations, enforceable
in
accordance with their respective terms (subject to applicable bankruptcy,
reorganization, insolvency, moratorium or similar laws affecting
creditors' rights generally and subject, as to enforceability,
to
equitable principles of general application regardless of whether
enforcement is sought in a proceeding in equity or
law).
(iv)
Compliance with Laws. It will comply with all applicable
provisions of the 1940 Act, the 1933 Act, the 1934 Act, the NASD's
Conduct
Rules and all other federal and state laws, rules and regulations
governing the
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sale
and ownership of Shares and will comply with all applicable laws
and
orders to which it may be subject if failure to do so would materially
impair its ability to perform its obligations under this
Agreement.
(v)
Status. It is: (A) registered with the SEC as a
broker/dealer in compliance with the 1934 Act, (B) a member in
good
standing of the NASD, and (C) registered and licensed as a broker/dealer
in each state in which such registration or license is necessary
to
conduct its business.
(b)Dealer
further represents and warrants to FSC that:
(i)
Representatives. Any representative of Dealer that offers
or sells Shares is duly registered and licensed with the NASD and
with the
appropriate securities authorities in all states in which the
representative's activities make such registration and licensing
necessary.
(ii)
Authorization for Transactions. Each transaction with a
Fund initiated by Dealer under this Agreement has been authorized
by
Dealer's customer prior to initiation and is solely for the account
of
such customer.
(iii)
Disruptive Activities. (A) Dealer shall not directly or
indirectly offer, adopt, implement, conduct or participate in any
program,
plan, arrangement, advice or strategy FSC or the Funds reasonably
deem to
be harmful to Shareholders or potentially disruptive to the management
of
the Funds, as communicated to Dealer by FSC in writing from time
to time,
or which violates the policies and procedures of the Funds as disclosed
in
each Fund's Prospectus; including without limitation, any activity
involving market timing, programmed transfer, frequent transfer and
similar investment programs. Dealer, at all times during the term
of this
Agreement, shall have active, formal policies and procedures aimed
at
deterring “market timers.” Such policies and procedures shall provide for
Dealer's ongoing review of its customers' account activity and prescribe
effective actions to deter or detect and stop disruptive activities.
In
addition, Dealer shall not knowingly permit any customer to invest
in any
of the Funds if that customer has been identified to Dealer as a
“market
timer” by another fund company; (B) With respect to Shares held by Dealer
on an omnibus basis with the Funds, Dealer shall upon FSC's request,
promptly provide the Taxpayer Identification Number of each shareholder
that purchased, redeemed, transferred or exchanged shares of a Fund
and
the amount and dates of such shareholder purchases, redemptions,
transfers
and exchanges and Dealer representative name and branch location
connected
with such purchases, redemptions, transfers and exchanges; and (C)
Dealer
shall follow FSC's instructions to restrict or prohibit further purchases
or exchanges of Shares by a shareholder that has been identified
by FSC as
having engaged in transactions of Shares (whether directly or through
Dealer) that violate the policies and procedures of the Funds as
disclosed
in each Fund's Prospectus or that are deemed disruptive to the Funds
as
determined by FSC in its sole
discretion.
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(iv)
Internal Controls. Dealer will forward for processing on
each day only those purchase and redemption orders received by
Dealer
prior to the daily cut-off times disclosed in each Fund's prospectus.
Dealer has, and will maintain at all times during the term of this
Agreement, appropriate internal controls for the segregation of
purchase
and redemption orders received prior to the daily cut-off times
disclosed
in each Fund's Prospectus, from purchase and redemption orders
received
after the daily cut-off times disclosed in each Fund's prospectus
as and
to the extent required by the 1940 Act.
(c)
The parties shall each be deemed to repeat all the foregoing
representations and warranties made by it at the time of any transaction
subject to this Agreement.
8.Disclosure
documents and sales literature
(a)
FSC will furnish to Dealer such number of copies of the Disclosure
Documents of a Fund as required to fulfill Dealer's obligations
herein. In
addition, FSC will furnish such number of copies of available promotional
materials and sales literature as Dealer may reasonably request.
Dealer
will follow FSC's written instructions regarding the use of any
such sales
literature. Dealer will not prepare any written communications
(other than
individual correspondence with a customer or as required by law)
that
refer to the Funds or FSC in any manner, unless Dealer has obtained
FSC's
prior written approval.
(b)
In recommending and selling Shares, Dealer shall rely solely on
the
representations contained in the Disclosure Documents and authorized
promotional materials and sales literature, and neither Dealer
nor any of
its representatives will make any representations concerning Shares
except
as contained therein.
9.Use
of electronic means to perform certain duties and receive
documents
(a)
The Parties may agree from time to time to set appropriate security
procedures and to perform electronically certain of their obligations
under this Agreement, including without limitation the posting
of updates
to Schedule 1, the delivery of Disclosure Documents, opening accounts,
transmitting purchase, exchange, and redemption orders, and delivering
and
maintaining shareholder communications.
(b)
Where Dealer (i) has obtained the informed consent of the underlying
beneficial owner of an account in the Funds, and (ii) is the record
owner
of such account in the Funds, Dealer hereby consents to the electronic
delivery, via FSC's website (“Website”), of all Disclosure Documents.
Dealer acknowledges that FSC utilizes portable document format
(“PDF”)
files for Disclosure Documents on the Website, and that Dealer
might incur
costs in connection with the delivery of Disclosure Documents (e.g.
on-line time). If Dealer does not already have access to the Adobe
Acrobat
Reader software necessary to view PDF files of Disclosure Documents
on the
Website, Dealer acknowledges that such software can be obtained
for free
through the Help tab on the Website. Dealer further acknowledges
that
notice of updates to the Disclosure
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Documents
shall be provided by FSC, as appropriate, on the account statement
that is
regularly provided to Dealer.
(c)
Dealer acknowledges and agrees that FSC (i) offers the Website
solely as a
convenience on an “as is” and “as available” basis; (ii) may discontinue
the Website's availability at any time; and (iii) disclaims all
express
and implied warranties regarding the Website, including without
limitation
any warranty of merchantability, fitness for a particular purpose,
or
arising from course of dealing or performance. Dealer further acknowledges
and agrees that in no event shall FSC, any Fund, or any of their
affiliates or employees be liable (in contract, tort, or otherwise)
to
Dealer, its registered representatives, or third parties for (i)
Dealer's
use or non-use of the Website and any data or information in connection
therewith; (ii) any delay, malfunction, or lack of security associated
with, or caused by, the Website; or (iii) acts or omissions of
third
parties, including without limitation any entity which has licensed
software or systems to FSC or any of its affiliates in connection
with the
Website. Except as strictly necessary pursuant to this Agreement,
Dealer
shall not make or permit any disclosure or use of the Website or
any
related documentation or information without FSC's prior written
consent.
Dealer agrees to provide such security necessary to prevent any
unauthorized use of the Website. The provisions of this paragraph
shall
survive the termination of this Agreement.
(d)
As a condition to using the Website, Dealer shall complete and
regularly
update, or cause the same, all such applications, authorizations,
and
other documents that may be required from time to time by FSC and
any
entity that has licensed software or systems to FSC in connection
with the
Website. In addition, Dealer shall immediately notify FSC if any
password
issued to Dealer in connection herewith is or may be
jeopardized.
(e)
Dealer 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 Dealer by FSC. Dealer
represents
and warrants that it has examined and tested the internal systems
that it
has developed to support the services outlined in this Agreement
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 Dealer's ability to provide the expected
services.
10.Indemnification
(a)
In the absence of willful misfeasance, bad faith, gross negligence
or
reckless disregard of obligations or duties hereunder on the part
of FSC
or the Funds, and their respective officers, directors, or employees
(each
a “Distributor Indemnified Party”), Dealer agrees to indemnify each
Distributor Indemnified Party against any and all claims, demands,
liabilities and reasonable expenses (including attorneys' fees) which
any
Distributor Indemnified Party may incur arising from, related to
or
otherwise connected with: (i) any breach by Dealer of any provision
of
this Agreement; or (ii) any actions or omissions of any Distributor
Indemnified Party in reliance upon any oral, written or electronically
transmitted instructions believed to be genuine and have
been
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given
to any of them by Dealer or its representatives. In no event shall
Dealer
be liable for special, indirect or consequential damages, or lost
profits
or loss of business, arising under or in connection with any event
described in (i) and (ii) above.
(b)
In the absence of willful misfeasance, bad faith, gross negligence
or
reckless disregard of obligations or duties hereunder on the part
of
Dealer and its officers, directors, representatives or employees
(each a
“Dealer Indemnified Party”), FSC agrees to indemnify each Dealer
Indemnified Party against any and all claims, demands, liabilities
and
reasonable expenses (including attorneys' fees) which any Dealer
Indemnified Party may incur arising from, related to or otherwise
connected with: (i) any breach by FSC of any provision of this
Agreement;
or (ii), to the extent that FSC is entitled to indemnification
from any
Fund, any alleged untrue statement of a material fact contained
in any
Fund's Prospectus, or as a result of or based upon any alleged
omission to
state a material fact required to be stated therein or necessary
to make
the statements contained therein not misleading. In no event shall
FSC be
liable for special, indirect or consequential damages, or lost
profits or
loss of business, arising under or in connection with any event
described
in (i) and (ii) above.
(c)
The parties' agreement in this Paragraph to indemnify each other
is
conditioned upon the party entitled to indemnification (“Claimant”) giving
notice to the party required to provide indemnification (“Indemnifier”)
promptly after the summons or other first legal process for any
claim as
to which indemnity may be sought is served on the Claimant. The
Claimant
shall permit the Indemnifier to assume the defense of any such
claim or
any litigation resulting from it, provided that Indemnifier's counsel
that
is conducting the defense of such claim or litigation shall be
approved by
the Claimant (which approval shall not be unreasonably withheld),
and that
the Claimant may participate in such defense at its expense. The
failure
of the Claimant to give notice as provided in this subparagraph
(c) shall
not relieve the Indemnifier from any liability other than its indemnity
obligation under this Paragraph. No Indemnifier, in the defense
of any
such claim or litigation, shall, without the consent of the Claimant,
consent to entry of any judgment or enter into any settlement that
does
not include as an unconditional term the giving by the alleging
party or
plaintiff to the Claimant of a release from all liability in respect
to
such claim or litigation.
(d)
The provisions of this Section shall survive the termination of
this
Agreement.
11.Privacy
policy
(a)The
parties acknowledge that:
(i)
the SEC has adopted Regulation S-P at 17 CFR Part 248 to protect
the
privacy of individuals who obtain a financial product or service
for
personal, family or household use;
(ii)
Regulation S-P permits financial dealers, such as Dealer and FSC,
to
disclose “nonpublic personal information” (“NPI”) of its “customers” and
“consumers”
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(as
those terms are therein defined in Regulation S-P) to affiliated
and
nonaffiliated third parties, without giving such customers and
consumers
the ability to opt out of such disclosure, for the limited purposes
of
processing and servicing transactions (17 CFR § 248.14); for specified law
enforcement and miscellaneous purposes (17 CFR § 248.15); and to service
providers or in connection with joint marketing arrangements (17
CFR §
248.13);
(iii)
Regulation S-P provides that the right of a customer and consumer
to opt
out of having his or her NPI disclosed pursuant to 17 CFR § 248.7 and 17
CFR § 248.10 does not apply when the NPI is disclosed to service providers
or in connection with joint marketing arrangements, provided the
Dealer
and third party enter into a contractual agreement that prohibits
the
third party from disclosing or using the information other than
to carry
out the purposes for which the Dealer disclosed the information
(17 CFR §
248.13);
(iv)
NPI of Dealer's consumers and customers that have no independent
customer
relationship with FSC may be disclosed to FSC during the term of
the
Agreement (“Dealer Customer NPI”);
(v)
certain consumers and customers of Dealer may also be consumers
and
customers of FSC as fully-disclosed shareholders of Federated mutual
funds
(“Joint Customer”); and
(vi)
NPI of Joint Customers may be disclosed and exchanged during the
term of
this Agreement (“Joint Customer NPI”).
(b)
Each party hereby covenants that any Joint Customer NPI which a
party
receives from the other party will be subject to the following
limitations
and restrictions:
(i)
Each party may redisclose Joint Customer NPI to its own affiliates,
who
will be limited by the same disclosure and use restrictions that
are
imposed on the parties under this Agreement; and
(ii)
Each party may redisclose and use Joint Customer NPI only as necessary
in
the ordinary course of business to provide the services identified
in this
Agreement except as permitted under Regulation S-P and as required
by any
applicable federal or state law.
(c)FSC
covenants that:
(i)
FSC may redisclose Dealer Customer NPI to its own affiliates, who
will be
limited by the same disclosure and use restrictions that are imposed
on
FSC under this Agreement; and
(ii)
FSC may redisclose and use Dealer Customer NPI only as necessary
in the
ordinary course of business to provide the services identified
in this
Agreement and to third-party service providers as permitted under
Regulation S-P.
(d)
Each party represents and warrants that, in accordance with 17 CFR
§
248.30, it has implemented, and will
continue
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to
carry out for the term of the Agreement, policies and procedures
reasonably designed to:
(i)
Insure the security and confidentiality of records and customers'
NPI;
(ii)
Protect against any anticipated threats or hazards to the security
or
integrity of customer records and NPI; and
(iii)
Protect against unauthorized access or use of such customer records
or NPI
that could result in substantial harm or inconvenience to any
customer.
(e)
The provisions of this Section shall survive the termination of the
Agreement.
12.Notices
(a)
Except as otherwise specifically provided in this Agreement, all
notices
required or permitted to be given under this Agreement shall be 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 fax or e-mail (with a confirming
copy by
mail).
(b)
Unless otherwise notified in writing, all notices to FSC shall be
given or
sent to:
Federated
Securities Corp.
Federated
Investors Tower
0000
Xxxxxxx Xxxxxx
Xxxxxxxxxx,
Xxxxxxxxxxxx 00000-0000
Attention:
Secretary
(c)
Unless otherwise notified in writing, all notices to Dealer shall
be given
or sent to it at its address shown on the signature page to this
Agreement.
00.Xx
third-party rights
Except
with respect to Section 10 “Indemnification”, this Agreement and all of
its provisions and conditions are for the sole and exclusive benefit
of
the parties to this Agreement (including the Funds). Nothing expressed
or
referred to in this Agreement will be construed to give anyone other
than
the parties to this Agreement any legal or equitable right, remedy
or
claim under or with respect to this Agreement or any provision of
this
Agreement. Except as provided in Section 6(c) (clearing arrangements),
in
no event shall FSC or any Fund be obligated to make any payment under
this
Agreement to any person other than Dealer.
14.Non-
exclusivity
FSC
acknowledges and agrees that Dealer may enter into agreements similar
to
this Agreement with other mutual funds and distributors. Dealer
acknowledges and agrees that FSC and the Funds may enter into agreements
similar to this Agreement with other broker/dealers for sales and
services
of Fund Shares.
15.Force
xxxxxx
If
either Party is unable to carry out any of its obligations under
this
Agreement because of conditions beyond its reasonable control, including,
but not limited to, acts of war or
|
terrorism,
work stoppages, fire, civil disobedience, delays associated with
hardware
malfunction or availability, riots, rebellions, storms, electrical
failures, acts of God, and similar occurrences (“Force Majeure”), this
Agreement will remain in effect and the non-performing party's
obligations
shall be suspended without liability for a period equal to the
period of
the continuing Force Majeure (which such period shall not exceed
fifteen
(15) business days), provided that:
(i)
the non-performing party gives the other party prompt notice describing
the Force Majeure, including the nature of the occurrence and its
expected
duration and, where reasonably practicable, continues to furnish
regular
reports with respect thereto during the period of Force
Majeure;
(ii)
the suspension of obligations is of no greater scope and of no
longer
duration than is required by the Force Majeure;
(iii)
no obligations of either party that accrued before the Force Majeure
are
excused as a result of the Force Majeure; and
(iv)
the non-performing Party uses all reasonable efforts to remedy
its
inability to perform as quickly as possible.
16.amendment
(a)
Except as provided below, this Agreement may be amended only by
a writing
signed by both parties.
(b)
Any additional compensation paid by FSC to Dealer must be set forth
in a
written addendum expressly referring to this Agreement and signed
by
FSC.
(c)
FSC may amend Schedule 1 from time to time by posting the amended
Schedule
on FSC's website. Any such amendment shall be effective as of the
date
indicated on the amended Schedule 1.
17.term
(a)
This Agreement will become effective in this form as of the date
executed
by FSC. This Agreement shall continue in effect for a period of
more than
one year from its effective date so long as such continuance of
the form
of this Agreement is specifically approved by the Funds' Board
at least
annually in a manner prescribed in Rule 12b-l of the 1940 Act.
If the
Agreement is not so approved, FSC shall terminate the Agreement
in
accordance with (b)(i) below.
(b)This
Agreement may be terminated as follows:
(i)
at any time, without the payment of any penalty, by Dealer or by
FSC (on
its own behalf or on behalf of any Fund) upon written notice to
the other
party.
(ii)
immediately upon (A) the assignment (as defined in the 0000 Xxx)
of the
Agreement by either party; (B) Dealer's suspension or expulsion
from the
NASD; or (C) Dealer's withdrawal or deregistration as a broker/dealer
under the 1934 Act.
(c)
The termination of this Agreement with respect to any one class of
Shares
or Fund will not cause the Agreement's termination with respect to
any
other class of Shares or Fund.
|
|
(d)
Dealer agrees to notify FSC immediately of any of the events described
in
Paragraph (b)(ii) of this Section. Dealer shall be obligated to
return any
payments made to it by FSC for the period following any such
event.
18.Miscellaneous
(a)
This Agreement supersedes any prior agreements between the parties
with
respect to its subject matter and constitutes (along with its Schedules
and any Instructions) a complete and exclusive statement of the
terms of
the agreement between the parties with respect to its subject
matter.
(b)
Neither this Agreement, nor any terms and conditions contained
herein
shall be construed as creating or constituting a partnership, joint
venture, or agency or permitting Dealer or its representatives
to act as
agent on behalf of FSC or the Funds.
(c)
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.
(d)
If any provision of this Agreement is held invalid or unenforceable,
the
other provisions of this Agreement will remain in full force and
effect.
Any provision of this Agreement held invalid or unenforceable only
in part
or degree will remain in full force and effect to the extent not
held
invalid or unenforceable.
(e)
This Agreement will be governed by the laws of the Commonwealth
of
Pennsylvania, without regard to conflicts of laws principles
thereof.
19.Definition
of terms
(a)
“1933 Act” means
the Securities Act of 1933, “1934 Act“ means the
Securities Exchange Act of 1934, and “1940 Act“ means the
Investment Company Act of 1940, in each case as amended and in
effect at
the relevant time.
(b)
“Fund” means those
investment companies registered under the 1940 Act and, in the
case of a
“series company“ as defined in Rule 18f-2(a) under the 1940 Act, each
individual portfolio of the series company, for which FSC serves
as
distributor. “Funds“ means the Funds described above,
collectively.
(c)
“NASD” means the National Association of Securities Dealers, or any
successor self-regulatory organization under the 1934
Act.
(d)
“Prospectus” means,
with respect to any Shares the most recent Prospectus and Statement
of
Additional
|
Information
(“SAI”) and any supplement thereto, pursuant to which a Fund publicly
offers the Shares; provided, however, that this definition shall
not be
construed to require FSC, Dealer or any Fund to deliver any SAI
other than
at the express request of Dealer's customer.
(e) “SEC”
means the Securities and Exchange Commission.
(f) “Shares” means
(1) shares of beneficial interest in a Fund organized as a business
trust;
and (2) shares of capital stock in a Fund organized as a corporation.
With
respect to a Fund that has established separate classes of Shares
in
accordance with Rule 18f-3 under the 1940 Act, Shares refers to
the
relevant class.
“Shareholder” means
the beneficial owner of any Share.
IN
WITNESS WHEREOF, this Agreement has been executed as of the date
set forth below by a duly authorized officer of each
party
FEDERATED
SECURITIES CORP.
By:
Name: [Xxxxxx
X.
Xxxxxx]
Title: [President]
Date: [10/26/06]
NATIONWIDE
INVESTMENT SERVICES
CORPORATION
(please
print or type)
By:
Name: [Xxxxx
X.
Xxxxxx]
Title: [Vice
President]
Date: [10/20/06]
Address [One
Nationwide Plaza,
1-12-04]
[Columbus
OH
43215]
City State Zip
Code
NASD
Central Registration Depository (CRD) #7110
|
|
ADDENDUM
TO DEALER AGREEMENT
The
following is an Addendum to the Dealer Agreement entered into between
Nationwide Investment Services Corporation ("Dealer") and Federated
Securities Corp. ("FSC") dated _____[10/26/06]_______________ (the
"Agreement") which sets forth the supplemental payment arrangements between
Dealer and FSC. In consideration of the mutual covenants and agreements
contained herein, Dealer and FSC hereby agree:
1. Effective
October 1, 2006, Dealer is entitled to supplemental payments from FSC, paid
in
accordance with each Fund's regular payment schedules, but no less frequently
than quarterly, at the annual rates listed below on the total average monthly
net asset value of shares held in accounts of the Funds listed below for
which
Dealer provides services under the Agreement and attributed to Dealer under
Dealer Numbers 50196, 50222, 50228, 50280 and 50334.
|
Fund
(Portfolio
name if series fund; see prospectus for entire fund
name)
|
Share
Class
|
Supplemental
Payment Rate
|
|
Federated
American Leaders Fund, Inc.
|
A;
F
|
__%
|
|
Federated
Capital Appreciation Fund
|
A
|
__%
|
|
Federated
Capital Income Fund
|
A;
F
|
__%
|
|
Federated
Equity Income Fund, Inc.
|
A;
F
|
__%
|
|
Federated
High Yield Trust
|
__%
|
|
|
Federated
International Capital Appreciation Fund
|
A
|
__%
|
|
Federated
International Equity Fund
|
A
|
__%
|
|
Federated
International Small Company Fund
|
A
|
__%
|
|
Federated
International Value Fund
|
A
|
__%
|
|
Federated
Xxxxxxxx Small Cap Fund
|
A
|
__%
|
|
Federated
Market Opportunity Fund
|
A
|
__%
|
|
Federated
Mid Cap Growth Strategies Fund
|
A
|
__%
|
|
Federated
Stock and Bond Fund, Inc.
|
A
|
__%
|
|
Federated
Stock Trust
|
__%
|
|
|
Federated
Strategic Value Fund
|
A
|
__%
|
|
Federated
Technology Fund
|
A
|
__%
|
|
MDT
All Cap Core Fund
|
A
|
__%
|
|
MDT
Balanced Fund
|
A
|
__%
|
|
MDT
Large Cap Growth Fund
|
A
|
__%
|
|
MDT
Mid Cap Growth Fund
|
A
|
__%
|
|
MDT
Small Cap Core Fund
|
A
|
__%
|
|
MDT
Small Cap Growth Fund
|
A
|
__%
|
|
MDT
Small Cap Value Fund
|
A
|
__%
|
|
MDT
Tax Aware/All Cap Core Fund
|
A
|
__%
|
|
Federated
International Bond Fund
|
A
|
__%
|
|
Federated
Total Return Bond Fund
|
A
|
__%
|
|
Federated
Bond Fund
|
A;
F
|
__%
|
|
Federated
Strategic Income Fund
|
A
|
__%
|
2. Effective
October 1, 2006, Dealer is entitled to supplemental payments from FSC, paid
in
accordance with the Fund's regular payment schedules, but no less frequently
than quarterly, at the annual rate listed below on the aggregate average
monthly
net asset value of shares held in accounts of Federated Xxxxxxxx Fund (A)
for
which Dealer provides services under the Agreement and
attributed
to
Dealer
under Dealer Numbers 50196, 50222, 50228, 50280 and 50334.
|
Supplemental
payment rate on the
aggregate average monthly net asset value of shares less than or
equal to
$__ million
|
Supplemental
payment rate on the
aggregate average monthly net asset value of shares greater than
$__
million
|
|
__%
|
__%
|
3. Supplemental
payments will be made from the assets of FSC or an affiliate and not from
the
assets of any Fund. The parties acknowledge that the supplemental payments
are
not paid for the inclusion of FSC or its affiliates in any "preferred
provider" or similar preferred marketing program.
4. This
Addendum does not relieve either party from any obligations under the Agreement.
The Agreement shall control in case of any conflict with this Addendum. This
Addendum supersedes any prior supplemental payment agreements made between
the
parties (not including any supplemental payment arrangements set forth in
Schedule 1 to the Agreement).
5. In
performing its obligations under this Addendum, Dealer shall comply with
all
federal and state laws and all applicable rules and regulations issued by
agencies having supervisory authority over the parties, including all applicable
provisions of the National Association of Securities Dealers Conduct Rules
("Applicable Law"). Accordingly, Dealer represents and warrants to FSC that,
if
required by Applicable Law, appropriate steps have been taken to notify Dealer's
clients of the existence of the arrangement described herein and if required,
obtain their written acknowledgement and consent with respect to Dealer's
receipt of any payments described herein.
6. This
Addendum is effective upon the date signed by FSC. This Addendum may be
terminated by any party without cause by giving the other party at least
thirty
(30) days' written notice of its intention to terminate, and shall terminate
automatically upon termination of the Agreement. This Addendum may be amended
only by a written instrument signed by both parties, provided that FSC may
amend
the Funds and Dealer Numbers subject to this Addendum, at any time, upon
written
notice to Dealer.
IN
WITNESS WHEREOF, the Addendum has been executed as of the date
set forth below by a duly authorized officer of each party.
|
DEALER
|
FEDERATED
SECURITIES CORP.
|
|
|
By:__________________________
|
By:__________________________
|
|
|
Name:________________________
|
Name:________________________
|
|
|
Title:_________________________
|
Title:_________________________
|
|
|
Date:_________________________
|
Date:________________
|
AMENDMENT
TO DEALER AGREEMENT
The
following is an Amendment to the Dealer Agreement entered into between
Nationwide Investment Services Corporation (“Dealer”) and Federated
Securities Corp. (“FSC”) dated October 26, 2006 (the “Agreement”). Dealer and
FSC hereby agree as follows:
|
1.
|
Section
3(c) is deleted in its entirety and amended to
read:
|
“Dealer
agrees to collect or cause to be collected all applicable redemption
fees as
described in the Prospectus on all accounts opened with the Fund on an
omnibus
basis, and promptly remit such fees to FSC, subject to the following.
FSC shall
collect all applicable redemption fees on accounts opened with the Fund
on a
fully-disclosed basis. FSC and Dealer acknowledge that currently Dealer's
Information Technology systems are incapable of implementing any applicable
redemption fees on non-variable annuity Fund Shares and are capable of
administering a Fund redemption fee of only 1.00% upon variable annuity
(Insurance Series) Fund Shares redeemed within 60 days of purchase (“1.00% Fund
Redemption Fee”). Dealer represents and warrants to FSC that it is using
reasonable commercial efforts to develop the capability of imposing all
applicable redemption fees as described in the Prospectuses for both
variable
annuity and non-variable annuity Funds. Accordingly, with respect to
variable
annuity Funds, FSC hereby waives the requirement that Dealer collect
“all
applicable” redemption fees as described above until such time as Dealer has
updated its systems, provided that Dealer shall collect the 1.00% Fund
Redemption Fee on all variable annuity Fund accounts opened with the
Fund on an
omnibus basis if such Fund imposes a redemption fee. Dealer shall make
full
disclosure regarding the imposition of the 1.00% Fund Redemption Fee
to Dealer's
customers in the event Dealer seeks to collect 1.00% Fund Redemption
Fee from
Dealer's customers holding Fund Shares. With respect to non-variable
annuity
Funds, FSC hereby waives the requirement that Dealer collect “all applicable”
redemption fees as described above until the earlier of the completion
of
Dealer's system updates or December 31, 2006. On or about December 1,
2006, FSC
and Dealer will review Dealer's progress towards its ability to impose
such fees
by December 31, 2006 and based upon that review determine an appropriate
course
of action for the period beginning January 1, 2007.”
|
2.
|
Section
7(b)(iii) is deleted in its entirety and amended to
read:
|
“(A)
Dealer shall not knowingly offer, adopt, implement, conduct or participate
in
any program, plan, arrangement, advice or strategy FSC or the Funds reasonably
deem to be harmful to Shareholders or potentially disruptive to the management
of the Funds, as communicated to Dealer by FSC in writing from time to
time, or
which violates the policies and procedures of the Funds as disclosed
in each
Fund's Prospectus; including without limitation, any activity involving
market
timing, programmed transfer, frequent transfer and similar investment
programs.
Dealer, at all times during the term of this Agreement, shall have active,
formal policies and procedures aimed at deterring “market timers.” Such policies
and procedures shall provide for Dealer's ongoing review of its customers'
account activity and prescribe effective actions to deter or detect and
stop
disruptive activities; (B) With respect to Shares held by Dealer on an
omnibus
basis with the Funds, Dealer shall upon FSC's request, promptly provide
the TIN
of each Shareholder that purchased, redeemed, transferred or exchanged
Shares of
a Fund and the amount and dates of such Shareholder purchases, redemptions,
transfers and exchanges; and (C) Dealer shall follow FSC's instructions
to
restrict or prohibit further purchases or exchanges of Shares by a Shareholder
that has been identified by FSC as having engaged in transactions of
Shares
(whether directly or through Dealer) that violate the policies and procedures
of
the Funds as disclosed in each Fund's Prospectus or that are deemed disruptive
to the Funds as determined by FSC in its sole discretion.
Upon
Dealer's request, FSC and/or Fund shall provide to Dealer, in a format
that may
be shared with the affected Shareholder, a written statement that a Shareholder
is believed to have violated a Fund's policy regarding frequent
trading.
FSC
and
Funds acknowledge that the date of compliance with Rule 22c-2 is October
16,
2006, and that the SEC is considering further comments on same. FSC and
Funds
further acknowledge and agree that Dealer's obligations set forth in
this
Section 7(b)(iii) hereof, with respect to Rule 22c-2, shall begin as
of such
effective date and are subject to change should Rule 22c-2 change, provided
that, in the interim, if based upon its review of the activity in any
omnibus
account held by Dealer, FSC has concerns that market timing activities
have
taken place by Dealer's sub-account customers, Dealer agrees upon FSC's
request,
to carry out further investigations on a sub-account level and
inform
FSC
about
its findings accordingly. Dealer agrees to provide FSC with certain non-personal
sub-account trading information as FSC may from time to time reasonably
request.
Such information would be used solely to comply with FSC's market timing
policies, applicable laws and requests from regulatory
authorities.”
|
3.
|
The
last sentence of Section 8(a) is deleted in its entirety and
amended to
read:
|
“Dealer
will not prepare any written communications (other than individual
correspondence with a customer or as required by law) that refer to the
Funds or
FSC in any manner, unless Dealer has obtained FSC's prior written approval,
which approval shall not be withheld unreasonably.”
|
4.
|
The
first sentence of Section 17(a) is deleted in its entirety
and amended to
read:
|
“This
Agreement will become effective in this form as of the date executed
by FSC,
provided that, with respect to the Federated Insurance Series Funds,
this
Agreement is deemed to be effective on March 1, 2003.”
The
remaining terms of the Agreement shall continue in full force and
effect.
IN
WITNESS WHEREOF, the Amendment has been executed as of the date set
forth below by a duly authorized officer of each party.
|
DEALER
|
FEDERATED
SECURITIES CORP.
|
|||
|
By:
|
By:
|
|||
|
Name:
|
Xxxxx
X.
Xxxxxx
|
Name:
|
Xxxxxx
X.
Xxxxxx
|
|
|
Title:
|
Vice
President
|
Title:
|
President
|
|
|
Date:
|
[10/31/06]
|
Date:
|
[11/06/06]
|
|
SECOND
AMENDMENT TO DEALER AGREEMENT
The
following is an Amendment to the Dealer Agreement entered into between
Nationwide Investment Services Corporation (“Dealer”) and Federated
Securities
Corp. (“FSC”) dated
[October 26,
2006] (the “Agreement”). Dealer and
FSC hereby agree
as follows:
1. The
following is added as a new Section to Schedule 1 to the Agreement and
may be
updated from time to time.
SERVICE
SHARES
|
DISTRIBUTION
(RULE 12B-1) FEE:
|
____%
|
|
SERVICE
FEE:
|
None
|
|
FUND
NAME
|
SERIES
|
|
Federated
Insurance Series
|
Federated
American Leaders Fund II
|
|
Federated
Capital Appreciation Fund II
|
|
|
Federated
Xxxxxxxx Fund II
|
|
|
Federated
High Income Bond Fund II
|
|
|
Federated
Market Opportunity Fund II
|
|
|
Federated
Quality Bond Fund II
|
The
remaining terms of the Agreement shall continue in full force and
effect.
IN
WITNESS WHEREOF, the Amendment has been executed as of the date set
forth below by a duly authorized officer of each party.
|
NATIONWIDE
INVESTMENT SERVICES CORPORATION
|
FEDERATED
SECURITIES CORP.
|
|||
|
By:
|
By:
|
|||
|
Name:
|
[Xxxxx
X. Xxxxxx]
|
Name:
|
[Xxxxxx
X. Xxxxxx]
|
|
|
Title:
|
[Vice
President]
|
Title:
|
[President]
|
|
|
Date:
|
[10/20/06]
|
Date:
|
[10/26/06]
|
|
Schedule
1 to Dealer Agreement
As
of August 1, 2006
The
following lists the Funds and Shares subject to the Dealer Agreement
and the
compensation payable to Dealer pursuant to the Dealer Agreement. Dealer
Reallowances of the initial sales loads and Advance Commissions are paid
as a
percentage of public offering price. Distribution Fees, Service Fees
and any
supplemental payments are paid at an annual rate on the average net asset
value
of shares held in Fund accounts attributed to Dealer pursuant to the
Dealer
Agreement, so long as the average net asset value of shares in any such
Fund
accounts during the period is at least $_______, except as otherwise
noted
herein. Supplemental payments are made from the assets of FSC or its
affiliates
and not from assets of the Funds. A Fund marked with an asterisk (*)
does not
offer separate classes of shares but is subject to the same fee rates
listed for
the class that the Fund is grouped under. Each Fund's prospectus shall
control
in case of any conflict with this Schedule.
If
you
are an Introducing Dealer, your Clearing Dealer will determine which
of the
Funds on Schedule 1 are applicable to your Clearing Agreement with the
Clearing
Dealer and any compensation to which you may be entitled pursuant to
this
Agreement will be paid by FSC to the Clearing Dealer that is listed as
the
Dealer of Record on the account with the Fund. If you are a Clearing
Dealer, you
are responsible for remitting payments paid pursuant to the Agreement
to the
Introducing Dealer in accordance with the Clearing Agreement between
you and the
Introducing Dealer (required by Rule 3230 of the NASD Conduct
Rules).
CLASS
A SHARES
|
DISTRIBUTION
(RULE 12B-1)
FEE:
|
None1
|
|
SERVICE
FEE:
|
____%
|
GROUP
A
|
PURCHASE
AMOUNT BREAKPOINTS
|
DEALER
REALLOWANCE
|
|
Less
than $50,000
|
____%
|
|
$50,000
but less than $100,000
|
____%
|
|
$100,000
but less than $250,000
|
____%
|
|
$250,00
but less than $500,000
|
____%
|
|
$500,000
but less than $1 million
|
____%
|
|
$1
million or greater
|
____%
|
|
FUND
NAME
|
SERIES
|
|
Federated
American Leaders Fund, Inc.
|
|
|
Federated
Equity Funds
|
Federated
Capital Appreciation Fund
|
|
Federated
Xxxxxxxx Fund
|
|
|
Federated
Xxxxxxxx Small Cap Fund
|
|
|
Federated
Large Cap Growth Fund2
|
|
|
Federated
Market Opportunity Fund
|
|
|
Federated
Mid Cap Growth Strategies Fund
|
|
|
Federated
Strategic Value Fund
|
|
|
Federated
Technology Fund2
|
|
|
Federated
Equity Income Fund, Inc.
|
|
|
Federated
Income Securities Trust
|
Federated
Capital Income Fund
|
|
Federated
Muni and Stock Advantage Fund
|
|
|
Federated
International Series, Inc.
|
Federated
International Equity Fund
|
|
Federated
Managed Allocation Portfolios
|
Federated
Balanced Allocation Fund
|
|
Federated
Target ETF Fund 2015
|
|
|
Federated
Target ETF Fund 2025
|
|
|
Federated
Target ETF Fund 2035
|
_______________
1
The
Distribution
(Rule 12b-l) Fee for Group C Funds is ____%; the Distribution
(Rule 12b-l) Fee for Group F is ____%.
2
There
is no Service
Fee paid on the Federated Large Cap Growth Fund and the Federated Technology
Fund. The Distribution (Rule 12b-l) Fee on these Funds is
____%.
CLASS
A SHARES CONTINUED
GROUP
A CONTINUED
|
FUND
NAME
|
SERIES
|
|
Federated
Stock and Bond Fund, Inc.
|
|
|
Federated
World Investment Series, Inc.
|
Federated
International Capital Appreciation Fund
|
|
Federated
International Small Company Fund 1
|
|
|
Federated
International Value Fund
|
GROUP
B
|
PURCHASE
AMOUNT BREAKPOINTS
|
DEALER
REALLOWANCE
|
|
Less
than $100,000
|
____%
|
|
$100,000
but less than $250,000
|
____%
|
|
$250,000
but less than $500,000
|
____%
|
|
$500,000
but less than $1 million
|
____%
|
|
$1
million or greater
|
____%
|
|
FUND
NAME
|
SERIES
|
|
Federated
Fixed Income Securities, Inc.
|
Federated
Strategic Income Fund
|
|
Federated
Government Income Securities, Inc.
|
|
|
Federated
High Income Bond Fund, Inc.
|
|
|
Federated
Income Securities Trust
|
Federated
Fund for U.S. Government Securities, Inc.
|
|
Federated
International Series, Inc.
|
Federated
International Bond Fund
|
|
Federated
Investment Series Funds, Inc.
|
Federated
Bond Fund
|
|
Federated
Municipal High Yield Advantage Fund, Inc.
|
|
|
Federated
Municipal Securities Fund, Inc.
|
|
|
Federated
Municipal Securities Income Trust
|
Federated
California Municipal Income Fund
|
|
Federated
New York Municipal Income Fund
|
|
|
Federated
North Carolina Municipal Income Fund
|
|
|
Federated
Pennsylvania Municipal Income Fund
|
|
|
Federated
Vermont Municipal Income Fund
|
|
|
Federated
Total Return Series, Inc.
|
Federated
Total Return Bond Fund
|
|
Federated
World Investment Series, Inc.
|
Federated
International High Income Fund
|
GROUP
C2
|
PURCHASE
AMOUNT BREAK
|
DEALER
REALLOWANCE
|
|
Less
than $1 million
|
____%
|
|
$1
million or greater
|
____%
|
|
FUND
NAME
|
SERIES
|
|
Federated
Fixed Income Securities, Inc.
|
Federated
Limited Term Municipal Fund
|
|
Federated
Income Securities Trust
|
Federated
Short-Term Income Fund
|
__________________
1
There is no Service
Fee paid on the Federated International Small Company Fund. The Distribution
(Rule 12b-l) Fee on these Funds is ____%.
2
The Distribution
(Rule 12b-l) Fee for Group C Funds is ____%.
|
Schedule
1 to Dealer Agreement
|
2
|
As/of
August 1, 2006
|
CLASS
A SHARES CONTINUED
GROUP
D
|
PURCHASE
AMOUNT BREAKPOINTS
|
DEALER
REALLOWANCE
|
|
Less
than $50,000
|
____%
|
|
$50,000
but less than $100,000
|
____%
|
|
$100,000
but less than $250,000
|
____%
|
|
$250,00
but less than $500,000
|
____%
|
|
$500,000
but less than $1 million
|
____%
|
|
$1
million or greater
|
____%
|
|
FUND
NAME
|
SERIES
|
|
Federated
Municipal Securities Income Trust
|
Federated
Michigan Intermediate Municipal
Trust*
|
GROUP
E
|
DEALER
REALLOWANCE
|
None
|
|
FUND
NAME
|
SERIES
|
|
Money
Market Obligations Trust
|
Liberty
U.S. Government Money Market Trust
|
GROUP
F1
|
PURCHASE
AMOUNT BREAKPOINTS
|
DEALER
REALLOWANCE
|
|
Less
than $50,000
|
____%
|
|
$50,000
but less than $100,000
|
____%
|
|
$100,000
but less than $250,000
|
____%
|
|
$250,000
or greater
|
____%
|
|
FUND
NAME
|
SERIES
|
|
Federated
Fixed Income Securities, Inc.
|
Federated
Municipal Ultrashort Fund
|
|
Federated
Institutional Trust
|
Federated
Government Ultrashort Duration Fund
|
|
Federated
Total Return Series, Inc.
|
Federated
Ultrashort Bond Fund
|
On
orders
to purchase $1,000,000 or more of Class A Shares, Dealer shall receive
an
advance commission as follows:2
|
PURCHASE
AMOUNT BREAKPOINTS
|
ADVANCE
COMMISSION
|
|
First
$1 - $5 million
|
____%
|
|
Next
$5 - $20 million
|
____%
|
|
Over
$20 million
|
____%
|
Advance
commissions reset annually to the first breakpoint on the anniversary of
the
first purchase. Such Class A Shares shall be subject to a contingent deferred
sales charge upon redemption within 24 months of purchase equal to
____% of the lesser of: (i) the purchase price of the Class
A
Shares or (ii) the redemption price of the Class A Shares.
_________________
1
The Distribution
(Rule 12b-l) Fee for Group F Funds is ____%.
2
The Advanced
Commission is not paid on Group F Funds.
|
Schedule
1 to Dealer Agreement
|
3
|
As/of
August 1, 2006
|
CLASS
B SHARES
|
ADVANCE
COMMISSION
|
____%
|
|
DISTRIBUTION
(RULE 12B-1) FEE:
|
None
|
|
SERVICE
FEE:
|
None
|
|
FUND
NAME
|
SERIES
|
|
Federated
American Leaders Fund, Inc.
|
|
|
Federated
Equity Funds
|
Federated
Capital Appreciation Fund
|
|
Federated
Xxxxxxxx Fund
|
|
|
Federated
Xxxxxxxx Small Cap Fund
|
|
|
Federated
Large Cap Growth Fund
|
|
|
Federated
Market Opportunity Fund
|
|
|
Federated
Mid Cap Growth Strategies Fund
|
|
|
Federated
Technology Fund
|
|
|
Federated
Equity Income Fund, Inc.
|
|
|
Federated
Fixed Income Securities, Inc.
|
Federated
Strategic Income Fund
|
|
Federated
Government Income Securities, Inc.
|
|
|
Federated
High Income Bond Fund, Inc.
|
|
|
Federated
Income Securities Trust
|
Federated
Capital Income Fund
|
|
Federated
Fund for U.S. Government Securities, Inc.
|
|
|
Federated
Muni and Stock Advantage Fund
|
|
|
Federated
International Series, Inc.
|
Federated
International Bond Fund
|
|
Federated
International Equity Fund
|
|
|
Federated
Investment Series Funds, Inc.
|
Federated
Bond Fund
|
|
Federated
Managed Allocation Portfolios
|
Federated
Balanced Allocation Fund
|
|
Federated
Municipal High Yield Advantage Fund, Inc.
|
|
|
Federated
Municipal Securities Fund, Inc.
|
|
|
Federated
Municipal Securities Income Trust
|
Federated
California Municipal Income Fund
|
|
Federated
New York Municipal Income Fund
|
|
|
Federated
Pennsylvania Municipal Income Fund
|
|
|
Federated
Stock and Bond Fund, Inc.
|
|
|
Federated
Total Return Series, Inc.
|
Federated
Total Return Bond Fund
|
|
Federated
World Investment Series, Inc.
|
Federated
International Capital Appreciation Fund
|
|
Federated
International High Income Fund
|
|
|
Federated
International Small Company Fund
|
|
|
Federated
International Value Fund
|
|
|
Money
Market Obligations Trust
|
Liberty
U.S. Government Money Market
Trust
|
|
Schedule
1 to Dealer Agreement
|
4
|
As/of
August 1, 2006
|
CLASS
C SHARES
|
DEALER
REALLOWANCE
|
____%
|
|
ADVANCE
COMMISSION
|
____%
|
|
DISTRIBUTION
(RULE 12B-1) FEE: 1
|
____%
|
|
SERVICE
FEE:
|
____%
|
|
FUND
NAME
|
SERIES
|
|
Federated
American Leaders Fund, Inc.
|
|
|
Federated
Equity Funds
|
Federated
Capital Appreciation Fund
|
|
Federated
Xxxxxxxx Fund
|
|
|
Federated
Xxxxxxxx Small Cap Fund
|
|
|
Federated
Large Cap Growth Fund
|
|
|
Federated
Market Opportunity Fund
|
|
|
Federated
Mid Cap Growth Strategies Fund
|
|
|
Federated
Strategic Value Fund
|
|
|
Federated
Technology Fund
|
|
|
Federated
Equity Income Fund, Inc.
|
|
|
Federated
Fixed Income Securities, Inc.
|
Federated
Strategic Income Fund
|
|
Federated
Government Income Securities, Inc.
|
|
|
Federated
High Income Bond Fund, Inc.
|
|
|
Federated
Income Securities Trust
|
Federated
Capital Income Fund
|
|
Federated
Fund for U.S. Government Securities, Inc.
|
|
|
Federated
Muni and Stock Advantage Fund
|
|
|
Federated
Index Trust
|
Federated
Max-Cap Index Fund2
|
|
Federated
Mini-Cap Index Fund2
|
|
|
Federated
International Series, Inc.
|
Federated
International Bond Fund
|
|
Federated
International Equity Fund
|
|
|
Federated
Investment Series Funds, Inc.
|
Federated
Bond Fund
|
|
Federated
Managed Allocation Portfolios
|
Federated
Balanced Allocation Fund
|
|
Federated
Municipal High Yield Advantage
|
|
|
Fund,
Inc. Federated Municipal Securities Fund, Inc.
|
|
|
Federated
Stock and Bond Fund, Inc.
|
|
|
Federated
Total Return Series, Inc.
|
Federated
Total Return Bond Fund
|
|
Federated
World Investment Series, Inc.
|
Federated
International Capital Appreciation Fund
|
|
Federated
International High Income Fund
|
|
|
Federated
International Small Company Fund
|
|
|
Federated
International Value Fund
|
|
|
Money
Market Obligations Trust
|
Liberty
U.S. Government Money Market Trust3
|
__________________________________________________________
1
In
Year One only
the Service Fee will be paid to the Financial Institutions on these shares.
In
Year Two and thereafter, the Service Fee and Distribution (Rule 12b-l)
Fee will
be paid to the Financial Institutions. ALTERNATIVELY if the
Financial Institution waives the
____% advance
payment, the Service Fee and
Distribution (Rule 12b-l) Fee will be paid in Year One and
thereafter to the Financial Institutions on these
shares.
2
The
Distribution
(Rule 12b-l) Fee paid on this fund is ____%.
3
The
Dealer
Reallowance is not paid on Liberty U.S. Government Money Market
Trust.
|
Schedule
1 to Dealer Agreement
|
5
|
As/of
August 1, 2006
|
CLASS
F SHARES
|
PURCHASE
AMOUNT BREAKPOINTS
|
DEALER
REALLOWANCE
|
|
Less
than $1 million
|
____%
|
|
$1
million or greater
|
____%
|
|
PURCHASE
AMOUNT BREAKPOINTS
|
ADVANCE
COMMISSION
|
|
Less
than $2 million
|
____%
|
|
$2
million but less than $5 million
|
____%
|
|
$5
million or greater
|
____%
|
|
DISTRIBUTION
FEE:
|
None
|
|
SERVICE
FEE:
|
____%
|
|
FUND
NAME
|
SERIES
|
|
Federated
American Leaders Fund, Inc.
|
|
|
Federated
Equity Income Fund, Inc
|
|
|
Federated
Fixed Income Securities, Inc.
|
Federated
Limited Term Municipal Fund1
|
|
Federated
Strategic Income Fund
|
|
|
Federated
Government Income Securities, Inc.
|
|
|
Federated
Income Securities Trust
|
Federated
Capital Income Fund
|
|
Federated
Investment Series Funds, Inc.
|
Federated
Bond Fund
|
|
Federated
Municipal High Yield Advantage Fund, Inc.
|
|
|
Federated
Municipal Securities Income Trust
|
Federated
Ohio Municipal Income Fund
|
|
Money
Market Obligations Trust
|
Liberty
U.S. Government Money Market
Trust'
|
CLASS
K SHARES
|
DISTRIBUTION
(RULE 12B-1) FEE:
|
____%
|
|
SERVICE
FEE:
|
None
|
|
FUND
NAME
|
SERIES
|
|
Federated
American Leaders Fund, Inc.
|
|
|
Federated
Equity Funds
|
Federated
Capital Appreciation Fund
|
|
Federated
Xxxxxxxx Fund2
|
|
|
Federated
Xxxxxxxx Small Cap Fund
|
|
|
Federated
Index Trust
|
Federated
Max-Cap Index Fund
|
|
Federated
Managed Allocation Portfolios
|
Federated
Target ETF Fund 2015
|
|
Federated
Target ETF Fund 2025
|
|
|
Federated
Target ETF Fund 2035
|
|
|
Federated
Stock and Bond Fund, Inc.
|
|
|
Federated
Total Return Series
|
Federated
Total Return Bond Fund
|
|
Federated
U.S. Government Securities Fund: 2-5 Years
|
__________________________________________
1
The
Dealer
Reallowance is not paid on Federated Limited Term Municipal Fund or the
Liberty
U.S. Government Money Market Trust.
2
The
Distribution
(Rule 12b-l) Fee on Federated Xxxxxxxx Fund is ____%; the
Service Fee on this fund is ____%. There is no Distribution
(Rule 12b-l) Fee paid on retail accounts in this Fund.
|
Schedule
1 to Dealer Agreement
|
6
|
As/of
August 1, 2006
|
SELECT
SHARES1
|
DISTRIBUTION
(RULE 12B-1) FEE:
|
____%
|
|
SERVICE
FEE:
|
____%
|
|
SUPPLEMENTAL
PAYMENT:
|
____%
|
|
FUND
NAME
|
SERIES
|
|
Federated
Managed Allocation Portfolios
|
Federated
Conservative Allocation Fund
|
|
Federated
Growth Allocation Fund
|
|
|
Federated
Moderate Allocation Fund
|
INSTITUTIONAL
SHARES
|
DISTRIBUTION
(RULE 12B-1) FEE:
|
None
|
|
SERVICE
FEE:
|
____%
|
|
FUND
NAME
|
SERIES
|
|
Federated
Index Trust
|
Federated
Mini-Cap Index Fund
|
|
Federated
Managed Allocation Portfolios
|
Federated
Conservative Allocation Fund
|
|
Federated
Growth Allocation Fund
|
|
|
Federated
Moderate Allocation Fund
|
|
|
Intermediate
Municipal Trust
|
Federated
Intermediate Municipal Trust
|
|
Money
Market Obligations Trust
|
Florida
Municipal Cash Trust
|
INSTITUTIONAL
CAPITAL SHARES
|
DISTRIBUTION
(RULE 12B-1) FEE:
|
None
|
|
SERVICE
FEE:
|
____%
|
|
FUND
NAME
|
SERIES
|
|
Money
Market Obligations Trust
|
California
Municipal Cash Trust
|
|
Government
Obligations Fund
|
|
|
Municipal
Obligations Fund
|
|
|
Prime
Cash Obligations Fund
|
|
|
Prime
Management Obligations Fund
|
|
|
Prime
Value Obligations Fund
|
|
|
Treasury
Obligations Fund
|
TRUST
SHARES
|
DISTRIBUTION
(RULE 12B-1) FEE:
|
____%
|
|
SERVICE
FEE:
|
None
|
|
FUND
NAME .
|
SERIES
|
|
Money
Market Obligations Trust
|
Government
Obligations Fund
|
|
Prime
Obligations Fund
|
|
|
Treasury
Obligations Fund
|
___________________
1
Payments are paid
so long as the average net asset value of shares in any such Fund accounts
during the period is at least $25,000.00 for the Select Shares
|
Schedule
1 to Dealer Agreement
|
7
|
As/of
August 1, 2006
|
INSTITUTIONAL
SERVICE SHARES AND INVESTMENT SHARES
|
DISTRIBUTION
(RULE 12B-1) FEE:
|
None
|
|
SERVICE
FEE:
|
____%
|
|
SUPPLEMENTAL
PAYMENT:
|
None
|
|
FUND
NAME
|
SERIES
|
|
Federated
Adjustable Rate Securities Fund
|
|
|
Federated
GNMA Trust
|
|
|
Federated
High Yield Trust*
|
|
|
Federated
Income Securities Trust
|
Federated
Intermediate Corporate Bond Fund
|
|
Federated
Short-Term Income Fund
|
|
|
Federated
Income Trust
|
|
|
Federated
Index Trust
|
Federated
Max-Cap Index Fund
|
|
Federated
Mid-Cap Index Fund*
|
|
|
Federated
Institutional Trust
|
Federated
Government Ultrashort Duration Fund1
|
|
Federated
Intermediate Government/Corporate Fund
|
|
|
Federated
Intermediate Government Fund, Inc.
|
|
|
Federated
Short-Term Municipal Trust
|
|
|
Federated
Stock Trust*
|
|
|
Federated
Total Return Government Bond Fund
|
|
|
Federated
Total Return Series, Inc.
|
Federated
Mortgage Fund
|
|
Federated
Total Return Bond Fund
|
|
|
Federated
Ultrashort Bond Fund
|
|
|
Federated
U.S. Government Bond Fund*
|
|
|
Federated
U.S. Government Securities Fund 1-3 Years
|
|
|
Federated
U.S. Government Securities Fund 2-5 Years
|
_______________________
1
The Service Fee for
the Federated Government Ultrashort Duration Fund is
____%.
|
Schedule
1 to Dealer Agreement
|
8
|
As/of
August 1, 2006
|
INSTITUTIONAL
SERVICE SHARES AND INVESTMENT SHARES CONTINUED
|
FUND
NAME
|
SERIES
|
|
Money
Market Obligations Trust
|
Alabama
Municipal Cash Trust*
|
|
Arizona
Municipal Cash Trust
|
|
|
Automated
Cash Management Trust
|
|
|
Automated
Government Cash Reserves
|
|
|
Automated
Government Money Trust*
|
|
|
Automated
Treasury Cash Reserves*
|
|
|
California
Municipal Cash Trust
|
|
|
Connecticut
Municipal Cash Trust
|
|
|
Georgia
Municipal Cash Trust*
|
|
|
Government
Obligations Fund
|
|
|
Government
Obligations Tax-Managed Fund
|
|
|
Maryland
Municipal Cash Trust*
|
|
|
Massachusetts
Municipal Cash Trust
|
|
|
Michigan
Municipal Cash Trust
|
|
|
Money
Market Management*
|
|
|
Municipal
Obligations Fund
|
|
|
New
Jersey Municipal Cash Trust1
|
|
|
New
York Municipal Cash Trust1
|
|
|
North
Carolina Municipal Cash Trust*
|
|
|
Ohio
Municipal Cash Trust
|
|
|
Pennsylvania
Municipal Cash Trust
|
|
|
Prime
Cash Obligations Fund
|
|
|
Prime
Management Obligations Fund
|
|
|
Prime
Obligations Fund
|
|
|
Prime
Value Obligations Fund
|
|
|
Tax-Free
Instruments Trust2
|
|
|
Tax-Free
Obligations Fund
|
|
|
Treasury
Obligations Fund
|
|
|
U.S.
Treasury Cash Reserves
|
|
|
Virginia
Municipal Cash Trust1
|
_______________________
1
The Service Fee for
the New Jersey Municipal Cash Trust, New York Municipal Cash Trust and
the
Virginia Municipal Cash Trust is ____%; the Supplemental
Payment for these Funds is ____%.
2
The Service Fee for
the Tax-Free Instrument Trust - Investment Shares is ____% and
the Supplemental Payment is ____%.
|
Schedule
1 to Dealer Agreement
|
9
|
As/of
August 1, 2006
|
CASH
SERIES SHARES
GROUP
A
|
DISTRIBUTION
(RULE 12B-1) FEE:
|
____%
|
|
SERVICE
FEE:
|
____%
|
|
AGGREGATED
AMOUNT OF ASSETS INVESTED IN THE SERIES
|
LEVEL
|
SUPPLEMENTAL
PAYMENT
|
|
Less
than $10,000,000
|
1
|
____%
|
|
$10,000,000
but less than $25,000,000
|
2
|
____%
|
|
$25,000,000
but less than $40,000,000
|
3
|
____%
|
|
$40,000,000
but less than $300,000,000
|
4
|
____%
|
|
$300,000,000
but less than $500,000,000
|
5
|
____%
|
|
$500,000,000
or greater
|
6
|
____%
|
|
FUND
NAME
|
SERIES
|
|
Cash
Trust Series, Inc.
|
Government
Cash Series*
|
|
Municipal
Cash Series*
|
|
|
Prime
Cash Series*
|
|
|
Treasury
Cash Series*
|
|
|
Money
Market Obligations Trust
|
Minnesota
Municipal Cash Trust
|
|
Pennsylvania
Municipal Cash Trust
|
GROUP
B
|
SERVICE
FEE:
|
____%
|
|
AGGREGATED
AMOUNT OF ASSETS INVESTED IN THE SERIES
|
LEVEL
|
DISTRIBUTION
|
SUPPLEMENTAL
PAYMENT
|
|
Less
than $10,000,000
|
1
|
____%
|
____%
|
|
$10,000,000
but less than $25,000,000
|
2
|
____%
|
____%
|
|
$25,000,000
but less than $40,000,000
|
3
|
____%
|
____%
|
|
$40,000,000
but less than $300,000,000
|
4
|
____%
|
____%
|
|
$300,000,000
but less than $500,000,000
|
5
|
____%
|
____%
|
|
$500,000,000
or greater
|
6
|
____%
|
____%
|
|
FUND
NAME
|
SERIES
|
|
Money
Market Obligations Trust
|
California
Municipal Cash Trust
|
|
New
York Municipal Cash Trust
|
|
Schedule
1 to Dealer Agreement
|
10
|
As/of
August 1, 2006
|
CASH
SERIES SHARES CONTINUED
GROUP
C
|
SERVICE
FEE:
|
____%
|
|
AGGREGATED
AMOUNT OF ASSETS INVESTED IN THE SERIES
|
LEVEL
|
DISTRIBUTION
(RULE
12B-1) FEE:
|
SUPPLEMENTAL
PAYMENT
|
|
Less
than $10,000,000
|
1
|
____%
|
____%
|
|
$10,000,000
but less than $25,000,000
|
2
|
____%
|
____%
|
|
$25,000,000
but less than $40,000,000
|
3
|
____%
|
____%
|
|
$40,000,000
but less than $300,000,000
|
4
|
____%
|
____%
|
|
$300,000,000
but less than $500,000,000
|
5
|
____%
|
____%
|
|
$500,000,000
or greater
|
6
|
____%
|
____%
|
|
FUND
NAME
|
SERIES
|
|
Money
Market Obligations Trust
|
Connecticut
Municipal Cash Trust
|
GROUP
D
|
SERVICE
FEE:
|
____%
|
|
AGGREGATED
AMOUNT OF ASSETS INVESTED IN THE SERIES
|
LEVEL
|
DISTRIBUTION
(RULE
12B-1) FEE:
|
SUPPLEMENTAL
PAYMENT
|
|
Less
than $10,000,000
|
1
|
____%
|
____%
|
|
$10,000,000
but less than $25,000,000
|
2
|
____%
|
____%
|
|
$25,000,000
but less than $40,000,000
|
3
|
____%
|
____%
|
|
$40,000,000
but less than $300,000,000
|
4
|
____%
|
____%
|
|
$300,000,000
but less than $500,000,000
|
5
|
____%
|
____%
|
|
$500,000,000
or greater
|
6
|
____%
|
____%
|
|
FUND
NAME
|
SERIES
|
|
Money
Market Obligations Trust
|
Florida
Municipal Cash Trust
|
GROUP
E
|
SERVICE
FEE:
|
____%
|
|
AGGREGATED
AMOUNT OF ASSETS INVESTED IN THE SERIES
|
LEVEL
|
DISTRIBUTION
(RULE
12B-1) FEE:
|
SUPPLEMENTAL
PAYMENT
|
|
Less
than $10,000,000
|
1
|
____%
|
____%
|
|
$10,000,000
but less than $25,000,000
|
2
|
____%
|
____%
|
|
$25,000,000
but less than $40,000,000
|
3
|
____%
|
____%
|
|
$40,000,000
but less than $300,000,000
|
4
|
____%
|
____%
|
|
$300,000,000
but less than $500,000,000
|
5
|
____%
|
____%
|
|
$500,000,000
or greater
|
6
|
____%
|
____%
|
|
FUND
NAME
|
SERIES
|
|
Money
Market Obligations Trust
|
Massachusetts
Municipal Cash Trust
|
|
Schedule
1 to Dealer Agreement
|
11
|
As/of
August 1, 2006
|
CASH
SERIES SHARES CONTINUED
GROUP
F
|
SERVICE
FEE:
|
____%
|
|
AGGREGATED
AMOUNT OF ASSETS INVESTED IN THE SERIES
|
LEVEL
|
DISTRIBUTION
(RULE
12B-1) FEE:
|
SUPPLEMENTAL
PAYMENT
|
|
Less
than $10,000,000
|
1
|
____%
|
____%
|
|
$10,000,000
but less than $25,000,000
|
2
|
____%
|
____%
|
|
$25,000,000
but less than $40,000,000
|
3
|
____%
|
____%
|
|
$40,000,000
but less than $300,000,000
|
4
|
____%
|
____%
|
|
$300,000,000
but less than $500,000,000
|
5
|
____%
|
____%
|
|
$500,000,000
or greater
|
6
|
____%
|
____%
|
|
FUND
NAME
|
SERIES
|
|
Money
Market Obligations Trust
|
New
Jersey Municipal Cash Trust
|
GROUP
G
|
SERVICE
FEE:
|
____%
|
|
AGGREGATED
AMOUNT OF ASSETS INVESTED IN THE SERIES
|
LEVEL
|
DISTRIBUTION
(RULE
12B-1) FEE:
|
SUPPLEMENTAL
PAYMENT
|
|
|
Less
than $10,000,000
|
1
|
____%
|
____%
|
|
|
$10,000,000
but less than $25,000,000
|
2
|
____%
|
____%
|
|
|
$25,000,000
but less than $40,000,000
|
3
|
____%
|
____%
|
|
|
$40,000,000
but less than $300,000,000
|
4
|
____%
|
____%
|
|
|
$300,000,000
but less than $500,000,000
|
5
|
____%
|
____%
|
|
|
$500,000,000
or greater
|
6
|
____%
|
____%
|
|
|
FUND
NAME
|
SERIES
|
|
Money
Market Obligations Trust
|
Virginia
Municipal Cash Trust
|
|
Schedule
1 to Dealer Agreement
|
12
|
As/of
August 1, 2006
|
CASH
II SHARES
|
DISTRIBUTION
(RULE 12B-1) FEE:
|
____%1
|
|
SERVICE
FEE:
|
____%2
|
|
SUPPLEMENTAL
PAYMENT:
|
None
|
|
FUND
NAME
|
SERIES
|
|
Cash
Trust Series II
|
Municipal
Cash Series II*3
|
|
Treasury
Cash Series II*3
|
|
|
Money
Market Obligations Trust
|
Automated
Cash Management Trust
|
|
California
Municipal Cash Trust
|
|
|
Florida
Municipal Cash Trust
|
|
|
New
York Municipal Cash Trust4
|
|
|
Ohio
Municipal Cash Trust5
|
_________________________
1
There is no
Distribution (Rule 12b-l) Fee for the New York Municipal Cash Trust; the
Distribution (Rule 12b-l) Fee for the Ohio Municipal Cash Trust is
____%; the Distribution (Rule 12b-l) Fee for the Municipal
Cash
Series II and the Treasury Cash Series II is
____%.
2
There is no Service
Fee for the Municipal Cash Series II or the Treasury Cash Series
II.
3
The Supplemental
Payment for the Municipal Cash Series II and the Treasury Cash Series II
is
____%.
4
The Supplemental
Payment for the New York Municipal Cash Trust is
____%.
5
The Supplemental
Payment for the Ohio Municipal Cash Trust is
____%.
|
Schedule
1 to Dealer Agreement
|
13
|
As/of
August 1, 2006
|
MDT
- CLASS A SHARES
|
DISTRIBUTION
(RULE 12B-1) FEE:
|
____%
|
GROUP
A
|
PURCHASE
AMOUNT BREAKPOINTS
|
DEALER
REALLOWANCE
|
|
Less
than $50,000
|
____%
|
|
$50,000
but less than $100,000
|
____%
|
|
$100,000
but less than $250,000
|
____%
|
|
$250,00
but less than $500,000
|
____%
|
|
$500,000
but less than $1 million
|
____%
|
|
$1
million or greater
|
____%
|
|
FUND
NAME
|
SERIES
|
|
MDT
Funds
|
MDT
All Cap Core Fund
|
|
MDT
Balanced Fund
|
|
|
MDT
Large Cap Growth Fund
|
|
|
MDT
Mid Cap Growth Fund
|
|
|
MDT
Small Cap Core Fund
|
|
|
MDT
Small Cap Growth Fund
|
|
|
MDT
Small Cap Value Fund
|
|
|
MDT
Tax Aware / All Cap Core Fund
|
GROUP
B
|
PURCHASE
AMOUNT BREAKPOINTS
|
DEALER
REALLOWANCE
|
|
Less
than $1 million
|
____%
|
|
$1
million or greater
|
____%
|
|
FUND
NAME
|
SERIES
|
|
MDT
Funds
|
MDT
Short Term Bond Fund
|
On
orders
to purchase $1,000,000 or more of Class A Shares, (Group A & B) Dealer shall
receive an advance commission as follows:
|
PURCHASE
AMOUNT BREAKPOINTS
|
ADVANCE
COMMISSION
|
|
First
$1 - $5 million
|
____%
|
|
Next
$5 - $20 million
|
____%
|
|
Over
$20 million
|
____%
|
Advance
commissions reset annually to the first breakpoint on the anniversary of
the
first purchase. Such Class A Shares shall be subject to a contingent deferred
sales charge upon redemption within 24 months of purchase equal to
____% of the lesser of: (i) the purchase price of the Class
A
Shares or (ii) the redemption price of the Class A Shares.
|
Schedule
1 to Dealer Agreement
|
14
|
As/of
August 1, 2006
|
MDT
- CLASS C SHARES
|
ADVANCE
COMMISSION
|
____%
|
|
DISTRIBUTION
(RULE 12B-1) FEE: 1
|
____%
|
|
SERVICE
(RULE 12B- 1 ) FEE:
|
____%
|
|
FUND
NAME
|
SERIES
|
|
MDT
Funds
|
MDT
All Cap Core Fund
|
|
MDT
Balanced Fund
|
|
|
MDT
Large Cap Growth Fund
|
|
|
MDT
Mid Cap Growth Fund
|
|
|
MDT
Short Term Bond Fund
|
|
|
MDT
Small Cap Core Fund
|
|
|
MDT
Small Cap Growth Fund
|
|
|
MDT
Small Cap Value Fund
|
|
|
MDT
Tax Aware / All Cap Core Fund
|
_______________________________
1
In Year One only
the ____% Service (Rule 12b-l) Fee will be paid to the
Financial Institutions on these shares. In Year Two and thereafter, both
the
____% Service (Rule 12b-l) and the ____%
Distribution (Rule 12b-l) Fee will be paid to the Financial Institutions.
ALTERNATIVELY if the Financial Institution waives the ____%
advance payment, both the ____% Service (Rule 12b-l) Fee and
the ____% Distribution (Rule 12b-l) Fee will be paid in Year
One and thereafter to the Financial Institutions on these shares.
|
Schedule
1 to Dealer Agreement
|
15
|
As/of
August 1, 2006
|
