Exhibit (e) (iii) under Form N-1A
Exhibit 1 under Item 601/Reg.S-K
Xxxxxx Xxxxx Money Market Fund
AMENDED DISTRIBUTOR'S CONTRACT
AGREEMENT made this 1st day of April, 2001, by and between XXXXXX XXXXX
MONEY MARKET FUND (the "Trust"), a Massachusetts business trust, and FEDERATED
SECURITIES CORP. ("FSC"), a Pennsylvania Corporation.
In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:
1. The Trust hereby appoints FSC as its agent to sell and distribute shares of
the Trust which may be offered in one or more series (the "Funds")
consisting of one or more classes (the "Classes") of shares (the "Shares"),
as described and set forth on one or more exhibits to this Agreement, at
the current offering price thereof as described and set forth in the
current Prospectuses of the Trust. FSC hereby accepts such appointment and
agrees to provide such other services for the Trust, if any, and accept
such compensation from the Trust, if any, as set forth in the applicable
exhibits to this Agreement.
2. The sale of any Shares may be suspended without prior notice whenever in
the judgment of the Trust it is in its best interest to do so.
3. Neither FSC nor any other person is authorized by the Trust to give any
information or to make any representation relative to any Shares other than
those contained in the Registration Statement, Prospectuses, or Statements
of Additional Information ("SAIs") filed with the Securities and Exchange
Commission, as the same may be amended from time to time, or in any
supplemental information to said Prospectuses or SAIs approved by the
Trust. FSC agrees that any other information or representations other than
those specified above which it or any dealer or other person who purchases
Shares through FSC may make in connection with the offer or sale of Shares,
shall be made entirely without liability on the part of the Trust. No
person or dealer, other than FSC, is authorized to act as agent for the
Trust for any purpose. FSC agrees that in offering or selling Shares as
agent of the Trust, it will, in all respects, duly conform to all
applicable state and federal laws and the rules and regulations of the
National Association of Securities Dealers, Inc., including its Rules of
Fair Practice. FSC will submit to the Trust copies of all sales literature
before using the same and will not use such sales literature if disapproved
by the Trust.
4. This Agreement is effective with respect to each Class as of the date of
execution of the applicable exhibit and shall continue in effect with
respect to each Class presently set forth on an exhibit and any subsequent
Classes added pursuant to an exhibit during the initial term of this
Agreement for one year from the date set forth above, and thereafter for
successive periods of one year if such continuance is approved at least
annually by the Trustees of the Trust including a majority of the members
of the Board of Trustees of the Trust who are not interested persons of the
Trust and have no direct or indirect financial interest in the operation of
any Distribution Plan relating to the Trust or in any related documents to
such Plan ("Disinterested Trustees") cast in person at a meeting called for
that purpose. If a Class is added after the first annual approval by the
Trustees as described above, this Agreement will be effective as to that
Class upon execution of the applicable exhibit and will continue in effect
until the next annual approval of this Agreement by the Trustees and
thereafter for successive periods of one year, subject to approval as
described above.
5. This Agreement may be terminated with regard to a particular Fund or Class
at any time, without the payment of any penalty, by the vote of a majority
of the DisinterestedTrustees or by a majority of the outstanding voting
securities of the particular Fund or Class on not more than sixty (60)
days' written notice to any other party to this Agreement. This Agreement
may be terminated with regard to a particular Fund or Class by FSC on sixty
(60) days' written notice to the Trust.
6. This Agreement may not be assigned by FSC and shall automatically terminate
in the event of an assignment by FSC as defined in the Investment Company
Act of 1940, as amended, provided, however, that FSC may employ such other
person, persons, corporation or corporations as it shall determine in order
to assist it in carrying out its duties under this Agreement.
7. FSC shall not be liable to the Trust for anything done or omitted by it,
except acts or omissions involving willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties imposed by this Agreement.
8. This Agreement may be amended at any time by mutual agreement in writing of
all the parties hereto, provided that such amendment is approved by the
Trustees of the Trust including a majority of the Disinterested Trustees of
the Trust cast in person at a meeting called for that purpose.
9. This Agreement shall be construed in accordance with and governed by the
laws of the Commonwealth of Pennsylvania.
10. (a) Subject to the conditions set forth below, the Trust agrees to
indemnify and hold harmless FSC and each person, if any, who controls FSC
within the meaning of Section 15 of the Securities Act of 1933 and Section
20 of the Securities Act of 1934, as amended, against any and all loss,
liability, claim, damage and expense whatsoever (including but not limited
to any and all expenses whatsoever reasonably incurred in investigating,
preparing or defending against any litigation, commenced or threatened, or
any claim whatsoever) arising out of or based upon any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement, any Prospectuses or SAIs (as from time to time amended and
supplemented) or the omission or alleged omission therefrom of a material
fact required to be stated therein or necessary to make the statements
therein not misleading, unless such statement or omission was made in
reliance upon and in conformity with written information furnished to the
Trust about FSC by or on behalf of FSC expressly for use in the
Registration Statement, any Prospectuses and SAIs or any amendment or
supplement thereof.
If any action is brought against FSC or any controlling person thereof with
respect to which indemnity may be sought against the Trust pursuant to the
foregoing paragraph, FSC shall promptly notify the Trust in writing of the
institution of such action and the Trust shall assume the defense of such
action, including the employment of counsel selected by the Trust and payment of
expenses. FSC or any such controlling person thereof shall have the right to
employ separate counsel in any such case, but the fees and expenses of such
counsel shall be at the expense of FSC or such controlling person unless the
employment of such counsel shall have been authorized in writing by the Trust in
connection with the defense of such action or the Trust shall not have employed
counsel to have charge of the defense of such action, in any of which events
such fees and expenses shall be borne by the Trust. Anything in this paragraph
to the contrary notwithstanding, the Trust shall not be liable for any
settlement of any such claim of action effected without its written consent. The
Trust agrees promptly to notify FSC of the commencement of any litigation or
proceedings against the Trust or any of its officers or Trustees or controlling
persons in connection with the issue and sale of Shares or in connection with
the Registration Statement, Prospectuses, or SAIs.
(b) FSC agrees to indemnify and hold harmless the Trust, each of its
Trustees, each of its officers who have signed the Registration Statement and
each other person, if any, who controls the Trust within the meaning of Section
15 of the Securities Act of 1933, but only with respect to statements or
omissions, if any, made in the Registration Statement or any Prospectus, SAI, or
any amendment or supplement thereof in reliance upon, and in conformity with,
information furnished to the Trust about FSC by or on behalf of FSC expressly
for use in the Registration Statement or any Prospectus, SAI, or any amendment
or supplement thereof. In case any action shall be brought against the Trust or
any other person so indemnified based on the Registration Statement or any
Prospectus, SAI, or any amendment or supplement thereof, and with respect to
which indemnity may be sought against FSC, FSC shall have the rights and duties
given to the Trust, and the Trust and each other person so indemnified shall
have the rights and duties given to FSC by the provisions of subsection (a)
above.
(c) Nothing herein contained shall be deemed to protect any person against
liability to the Trust or its shareholders to which such person would otherwise
be subject by reason of willful misfeasance, bad faith or gross negligence in
the performance of the duties of such person or by reason of the reckless
disregard by such person of the obligations and duties of such person under this
Agreement.
(d) Insofar as indemnification for liabilities may be permitted pursuant to
Section 17 of the Investment Company Act of 1940, as amended, for Trustees,
officers, FSC and controlling persons of the Trust by the Trustees pursuant to
this Agreement, the Trust is aware of the position of the Securities and
Exchange Commission as set forth in the Investment Company Act Release No.
IC-11330. Therefore, the Trust undertakes that in addition to complying with the
applicable provisions of this Agreement, in the absence of a final decision on
the merits by a court or other body before which the proceeding was brought,
that an indemnification payment will not be made unless in the absence of such a
decision, a reasonable determination based upon factual review has been made (i)
by a majority vote of a quorum of non-party Disinterested Trustees, or (ii) by
independent legal counsel in a written opinion that the indemnitee was not
liable for an act of willful misfeasance, bad faith, gross negligence or
reckless disregard of duties. The Trust further undertakes that advancement of
expenses incurred in the defense of a proceeding (upon undertaking for repayment
unless it is ultimately determined that indemnification is appropriate) against
an officer, Trustees, FSC or controlling person of the Trust will not be made
absent the fulfillment of at least one of the following conditions: (i) the
indemnitee provides security for his undertaking; (ii) the Trust is insured
against losses arising by reason of any lawful advances; or (iii) a majority of
a quorum of non-party Disinterested Trustees or independent legal counsel in a
written opinion makes a factual determination that there is reason to believe
the indemnitee will be entitled to indemnification.
11. FSC is hereby expressly put on notice of the limitation of liability as set
forth in Article XI of the Declaration of Trust and agrees that the
obligations assumed by the Trust pursuant to this agreement shall be
limited in any case to the Trust and its assets and FSC shall not seek
satisfaction of any such obligation from the shareholders of the Trust, the
Trustees, officers, employees or agents of the Trust, or any of them.
12. This Agreement will become binding on the parties hereto upon the execution
of the attached exhibits to the Agreement.
Exhibit A
to the
Distributor's Contract
Xxxxxx Xxxxx Money Market Fund
Investment Shares
Retirement Shares
In consideration of the mutual covenants set forth in the Distributor's
Contract dated June 1, 2001 between the Trust and FSC, Trust executes and
delivers this Exhibit on behalf of the Class of Shares first set forth in this
Exhibit.
Witness the due execution hereof this 1st day of April, 2001.
XXXXXX XXXXX MONEY MARKET FUND
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
FEDERATED SECURITIES CORP.
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
Amendment to
Distributor's Contract
between
Xxxxxx Xxxxx Money Market Fund
and
Federated Securities Corp.
This Amendment to the Distributor's Contract ("Agreement") dated April 1,
2001, between Xxxxxx Xxxxx Money Market Fund ("Fund") and Federated Securities
Corp. ("Service Provider") is made and entered into as of the 1st day of June,
2001.
WHEREAS, the Fund has entered into the Agreement with the Service Provider;
WHEREAS, the Securities and Exchange Commission 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;
WHEREAS, Regulation S-P permits financial institutions, such as the Fund,
to disclose "nonpublic personal information" ("NPI") of its "customers" and
"consumers" (as those terms are therein defined in Regulation S-P) to affiliated
and nonaffiliated third parties of the Fund, 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 ss. 248.14) ("Section 248.14
NPI"); for specified law enforcement and miscellaneous purposes (17 CFR ss.
248.15) ("Section 248.15 NPI") ; and to service providers or in connection with
joint marketing arrangements (17 CFR ss. 248.13) ("Section 248.13 NPI");
WHEREAS, 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 ss. 248.7 and
17 CFR ss. 248.10 does not apply when the NPI is disclosed to service providers
or in connection with joint marketing arrangements, provided the Fund 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 Fund disclosed the information (17 CFR ss. 248.13);
NOW, THEREFORE, the parties intending to be legally bound agree as follows:
The Fund and the Service Provider hereby acknowledge that the Fund may
disclose shareholder NPI to the Service Provider as agent of the Fund and solely
in furtherance of fulfilling the Service Provider's contractual obligations
under the Agreement in the ordinary course of business to support the Fund and
its shareholders.
The Service Provider hereby agrees to be bound to use and redisclose such
NPI only for the limited purpose of fulfilling its duties and obligations under
the Agreement, for law enforcement and miscellaneous purposes as permitted in 17
CFR xx.xx. 248.15, or in connection with joint marketing arrangements that the
Funds may establish with the Service Provider in accordance with the limited
exception set forth in 17 CFR ss. 248.13.
The Service Provider further represents and warrants that, in accordance
with 17 CFR ss. 248.30, it has implemented, and will continue to carry out for
the term of the Agreement, policies and procedures reasonably designed to:
o insure the security and confidentiality of records and NPI of Fund
customers,
o protect against any anticipated threats or hazards to the security or
integrity of Fund customer records and NPI, and
o protect against unauthorized access to or use of such Fund customer records
or NPI that could result in substantial harm or inconvenience to any Fund
customer.
4. The Service Provider may redisclose Section 248.13 NPI only to: (a) the
Funds and affiliated persons of the Funds ("Fund Affiliates"); (b)
affiliated persons of the Service Provider ("Service Provider Affiliates")
(which in turn may disclose or use the information only to the extent
permitted under the original receipt); (c) a third party not affiliated
with the Service Provider of the Funds ("Nonaffiliated Third Party") under
the service and processing (ss.248.14) or miscellaneous (ss.248.15)
exceptions, but only in the ordinary course of business to carry out the
activity covered by the exception under which the Service Provider received
the information in the first instance; and (d) a Nonaffiliated Third Party
under the service provider and joint marketing exception (ss.248.13),
provided the Service Provider enters into a written contract with the
Nonaffiliated Third Party that prohibits the Nonaffiliated Third Party from
disclosing or using the information other than to carry out the purposes
for which the Funds disclosed the information in the first instance.
5. The Service Provider may redisclose Section 248.14 NPI and Section 248.15
NPI to: (a) the Funds and Fund Affiliates; (b) Service Provider Affiliates
(which in turn may disclose the information to the same extent permitted
under the original receipt); and (c) a Nonaffiliated Third Party to whom
the Funds might lawfully have disclosed NPI directly.
6. The Service Provider is obligated to maintain beyond the termination date
of the Agreement the confidentiality of any NPI it receives from the Fund
in connection with the Agreement or any joint marketing arrangement, and
hereby agrees that this Amendment shall survive such termination.
WITNESS the due execution hereof this 1st day of June, 2001.
Xxxxxx Xxxxx Money Market Fund
By:/s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
Federated Securities Corp.
By:/s/ Xxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
