Exhibit 6(a)(x) under Form N-
1A
Exhibit 1 under Item 601/Reg. S-
K
XXXXXXXXX FUNDS
DISTRIBUTOR'S CONTRACT
AGREEMENT made this 12th day of July, 1995, by and between Xxxxxxxxx
Funds (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 Disinterested Trustees 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 Trust 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
2
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,
Trustee, 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 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. If at any time the Shares of any Fund are offered in two or more
Classes, FSC agrees to adopt compliance standards as to when a class of shares
may be sold to particular investors.
13. This Agreement will become binding on the parties hereto upon the
execution of the attached exhibits to the Agreement.
3
EXHIBIT A
to the
Distributor's Contract
XXXXXXXXX FUNDS
XXXXXXXXX 100% TREASURY MONEY MARKET FUND
In consideration of the mutual covenants set forth in the Distributor's
contract dated of even date herewith, between Xxxxxxxxx Funds and Federated
Securities Corp., Xxxxxxxxx Funds executes and delivers this Exhibit on behalf
of Xxxxxxxxx 100% Treasury Money Market Fund, and with respect to the separate
classes of shares thereof, first set forth in this Exhibit.
Witness the due execution thereof this 12th day of July, 1995.
Attest: Xxxxxxxxx Funds
By:/s/ Xxxx X. XxXxxxxxx By: /s/Xxxxxx X. Xxxxx
Secretary Vice President
(SEAL)
Attest: FEDERATED SECURITIES
CORP.
By: S. Xxxxxxx Xxxxx By: /s/ Xxxx X. XxXxxxxxx
Secretary Executive Vice President
(SEAL)
Exhibit B
to the
Distributor's Contract
XXXXXXXXX FUNDS
Xxxxxxxxx Global Growth Fund
Xxxxxxxxx Short-Term Global Income Fund
Xxxxxxxxx American Equity Fund
Xxxxxxxxx Flexible Income Fund
Xxxxxxxxx Short-Term Bond Fund
Xxxxxxxxx Flexible Tax-Free Bond Fund
Xxxxxxxxx Worldwide Emerging Markets Fund
Xxxxxxxxx Growth & Income Fund
Xxxxxxxxx Capital Growth Fund
The following provisions are hereby incorporated and made part of the
Distributor's Contract dated of even date herewith, between Xxxxxxxxx Funds and
Federated Securities Corp. with respect to the Class of the Fund set forth
above:
1. The Trust hereby appoints FSC to select a group of financial institutions
("Financial Institutions") to sell shares of the above-listed series and Class
("Shares"), at the current offering price thereof as described and set forth in
the prospectuses of the Trust.
2. FSC will enter into separate written agreements with various firms to
provide the services set forth in Paragraph 1 herein. During the term of this
Agreement, the Trust will reimburse FSC for payments made by FSC to obtain
services pursuant to this Agreement, a monthly fee computed at the annual rate
of up to .25 of 1% of the average aggregate net asset value of the Shares of the
of Xxxxxxxxx Short-Term Global Income Fund, Xxxxxxxxx Flexible Income Fund,
Xxxxxxxxx Short-Term Bond Fund and Xxxxxxxxx Flexible Tax-Free Bond Fund, .50 of
1% of the average aggregate net asset value of the shares of Xxxxxxxxx American
Equity Fund, Xxxxxxxxx Worldwide Emerging Markets Fund, Xxxxxxxxx Growth &
Income Fund and Xxxxxxxxx Capital Growth Fund, and .75 of 1% of the average
aggregate net asset value of the shares of Xxxxxxxxx Global Growth Fund, held
during the month. For the month in which this Agreement becomes effective or
terminates, there shall be an appropriate proration of any fee payable on the
basis of the number of days that the Agreement is in effect during the month.
The fees paid hereunder shall be in an amount equal to the aggregate amount of
periodic fees paid by FSC to Financial Institutions pursuant to Paragraph 3
herein.
3. FSC, in its sole discretion, may pay Financial Institutions a periodic
fee in respect of Shares owned from time to time by their clients or customers.
The schedules of such fees and the basis upon which such fees will be paid shall
be determined from time to time by the Trust's Board of Trustees.
4. FSC will prepare reports to the Board of Trustees of the Trust on a
quarterly basis showing amounts paid to the various firms and the purpose for
such payments.
5. In the event any amendment to this Agreement materially increases the
fees set forth in Paragraph 2, such amendment must be approved by a vote of a
majority of the outstanding voting securities of the appropriate Fund or Class.
In consideration of the mutual covenants set forth in the Distributor's
Contract dated 1995 between Xxxxxxxxx Funds and Federated Securities Corp.,
Xxxxxxxxx Funds executes and delivers this Exhibit on behalf of the Xxxxxxxxx
Global Growth Fund, Xxxxxxxxx Short-Term Global Income Fund, Xxxxxxxxx American
Equity Fund, Xxxxxxxxx Flexible Income Fund, Xxxxxxxxx Short-Term Bond Fund,
Xxxxxxxxx Flexible Tax-Free Bond Fund, Xxxxxxxxx Worldwide Emerging Markets
Fund, Xxxxxxxxx Growth & Income Fund, Xxxxxxxxx Capital Growth Fund and with
respect to the classes first set forth in this Exhibit.
Witness the due execution hereof this 12th day of July, 1995.
Attest: Xxxxxxxxx Funds
By:/s/ Xxxx X. XxXxxxxxx By: /s/Xxxxxx X. Xxxxx
Secretary Vice President
(SEAL)
Attest: FEDERATED SECURITIES
CORP.
By: S. Xxxxxxx Xxxxx By: /s/ Xxxx X. XxXxxxxxx
Secretary Executive Vice President
