Exhibit 6 under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
BAYFUNDS
DISTRIBUTOR'S CONTRACT
AGREEMENT made this 6th day of June, 1991, by and between BAYFUNDS (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 exhibit 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, 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 SAI's (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 SAI's.
(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 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 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 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. 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.
DISTRIBUTOR'S CONTRACT
EXHIBIT A
BAYFUNDS
BayFunds Money Market Portfolio
Trust Shares
In consideration of the mutual covenants set forth in the Distributor's
Contract dated June 6, 1991 between BayFunds and Federated Securities Corp.,
BayFunds executes and delivers this Exhibit on behalf of the Fund, and with
respect to the separate Class of Shares thereof, first set forth in this
Exhibit.
Witness the due execution hereof this 6th day of June, 1991.
ATTEST: BAYFUNDS
/s/ Xxxx X. XxXxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
Secretary President
(SEAL)
ATTEST: FEDERATED SECURITIES CORP.
/s/ S. Xxxxxxx Xxxxx By: /s/ Xxxxxxx X. Xxxxxx
Secretary President
(SEAL)
DISTRIBUTOR'S CONTRACT
EXHIBIT B
BayFunds Bond Portfolio
BayFunds Equity Portfolio
BayFunds Money Market Portfolio - Investment Shares
BayFunds Short Term Yield Portfolio
BayFunds U.S. Treasury Money Market Portfolio - Institutional Shares
BayFunds U.S. Treasury Money Market Portfolio - Investment Shares
In consideration of the mutual covenants set forth in the Distributor's
Contract dated June 6, 1991 between BayFunds and Federated Securities Corp.,
BayFunds executes and delivers this Exhibit on behalf of the Funds, and with
respect to the separate Classes of Shares thereof, first set forth in this
Exhibit.
Witness the due execution hereof this 1ST DAY OF DECEMBER, 1992.
ATTEST: BAYFUNDS
/s/ S. Xxxxxxx Xxxxx By:/a/ Xxxxxx X. Xxxxxxxx
Assistant Secretary President
(SEAL)
ATTEST: FEDERATED SECURITIES CORP.
/s/ S. Xxxxxxx Xxxxx By:/s/ Xxxxxxx X. Xxxxxx
Assistant Secretary President
(SEAL)
DISTRIBUTOR'S CONTRACT
EXHIBIT C
BayFunds Bond Portfolio - Investment Shares
BayFunds Bond Portfolio - Institutional Shares
BayFunds Equity Portfolio - Investment Shares
BayFunds Equity Portfolio - Institutional Shares
BayFunds Money Market Portfolio - Trust Shares
BayFunds Money Market Portfolio - Investment Shares
BayFunds Short Term Yield Portfolio - Investment Shares
BayFunds Short Term Yield Portfolio - Institutional Shares
BayFunds U.S. Treasury Money Market Portfolio - Investment Shares
BayFunds U.S. Treasury Money Market Portfolio - Institutional Shares
In consideration of the mutual covenants set forth in the Distributor's
Contract dated June 6, 1991 between BayFunds and Federated Securities Corp.,
BayFunds executes and delivers this Exhibit on behalf of the Funds, and with
respect to the separate Classes of Shares thereof, first set forth in this
Exhibit.
Witness the due execution hereof this 1ST DAY OF SEPTEMBER, 1993.
ATTEST: BAYFUNDS
/s/Xxxxx X. Xxxxxxx By:/s/Xxxx X. Xxxxxxx
Secretary President
(SEAL)
ATTEST: FEDERATED SECURITIES CORP.
/s/S. Xxxxxxx Xxxxx By:/s/X. X. Xxxxxxxx
Secretary Executive Vice President
