-1-
Exhibit (h)(v) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SHAREHOLDER SERVICES AGREEMENT
AGREEMENT made as of the 27th day of May, 1997, by and between Federated
Municipal Trust, a Massachusetts business trust having its principal office and
place of business at Federated Investors Tower, Pittsburgh, PA 15222-3779 (the
"Trust"), on behalf of the portfolios (individually referred to herein as a
"Fund" and collectively as "Funds") of the Trust set forth in Schedule A hereto
(as may be amended from time to time), and BankBoston, N.A., a subsidiary of
BankBoston Corp., a bank holding company organized under the laws of the
Commonwealth of Massachusetts, having its principal office and place of business
at 000 Xxxxxxx Xxxxxx, Xxxxxx, XX 00000 ("BankBoston").
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act")
with authorized and issued Shares of beneficial interest ("Shares"); and
WHEREAS, the Trust has adopted a shareholder services plan (the "Plan") to
allow the Trust to make payments to obtain certain personal services for
shareholders and/or maintenance of shareholder accounts;
WHEREAS, the Trust wishes to retain BankBoston to provide certain
shareholder services of the Investment Shares class of certain of the Funds, any
other Funds and any other classes of the Funds as in the future may be added to
Schedule A to this Agreement ("Classes"), on whose behalf the Trust executes the
aforesaid Schedule A to this Agreement, and BankBoston is willing to furnish
such services;
NOW THEREFORE, in consideration of the promises and mutual covenants
herein contained, the parties hereto agree as follows:
Article 1. Appointment.
The Trust hereby appoints BankBoston to provide certain shareholder
services to the Funds for the period and on the terms set forth in this
Agreement. BankBoston accepts such appointment and agrees to furnish the
services herein set forth in return for the compensation as provided in Article
3.
Article 2. Services and Duties.
Subject to the supervision and control of the Trust's Board of Trustees,
BankBoston will assist the Trust, the Funds, and/or the Classes with regard to
shareholder services and in connection therewith undertakes to do the following
specific services:
A. Reviewing and processing information related to the activity in
applicable accounts;
B. Maintaining and distributing current copies of the Trust's
disclosure documents and reports of financial information to
current shareholders;
C. Providing an information link among departments of BankBoston
and its affiliates, Transfer Agent(s), Portfolio Accounting
Service Providers and Legal Counsel in connection with
shareholder matters;
D. Updating shareholder information relating to opening and
closing accounts with the Trust, purchase, redemption and
exchange transactions, account designations or addresses;
E. Providing an information link to customers regarding the Funds
and Classes;
F. Engaging in other ministerial tasks related to the provision
of an information link, such as maintaining required files of
certain shareholder inquiries;
G. Processing information related to the proper form of
instructions in conjunction with redemptions or changes in
account classifications;
H. Providing Portfolio Accounting Service Providers and Transfer
Agent with periodic and final daily share activity and total
outstanding share information; and
I. Reconciling shares outstanding, dividends and capital gains
distributions on the Transfer Agent and Sub-Transfer Agent
systems to the BankBoston recordkeeping system.
Nothing contained herein shall be construed to authorize BankBoston to act
as Transfer Agent of the Funds and/or Classes (it being understood that
Federated Services Company and Boston Financial Data Services, Inc., or such
other transfer agent as may be selected to serve as transfer agent or
sub-transfer agent by the Trust's Board of Trustees, provide such services) or
to perform any services hereunder primarily intended to result in the sale of
shares of the Trust, the Funds or the Classes.
Article 3. Compensation and Allocation of Expenses.
A. The Funds will compensate BankBoston for its services rendered
pursuant to Section One of this Agreement in accordance with the
fees set forth on Fee Schedule B, annexed hereto and incorporated
herein. The Funds will pay no out-of-pocket expenses to
BankBoston.
B. The fee for the period from the effective date of application of
this Agreement with respect to a Fund or a Class to the end of the
initial month shall be prorated according to the proportion that
such period bears to the full month period. Upon any termination
of this Agreement before the end of any month, the fee for such
period shall be prorated according to the proportion which such
period bears to the full month period. For purposes of determining
fees payable to BankBoston, the value of the Fund's net assets
shall be computer at the time and in the manner specified in the
Fund's Prospectus.
C. BankBoston in its sole discretion may from time to time employ or
associate with itself such person or persons as BankBoston may
believe to be particularly suited to assist it in performing
services under this Agreement, including its affiliates. Such
person or persons may be officers and employees who are employed
by both BankBoston and the Trust. The compensation of such person
or persons shall be paid by BankBoston and no obligation shall be
incurred on behalf of the Trust, the Funds, or the Classes in such
respect.
D. Any compensation payable to BankBoston in connection with the
investment of its customer's assets in the Trust: (a) will be
disclosed by BankBoston to its customers; (b) will be authorized
by BayBank System's Customers; and (c) will not result in an
excessive fee to BankBoston.
Article 4. Representations and Warranties.
A. Representations and Warranties of BankBoston
BankBoston represents and warrants to the Trust that:
(1) It is a Massachusetts corporation duly organized and existing
and in good standing under applicable law.
(2) It is empowered under applicable laws and by its charter and
by-laws to enter into and perform this Agreement.
(3) All requisite corporate proceedings shall be taken to authorize
it to enter into and perform this Agreement.
(4) It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
(5) It will comply with all applicable federal banking and
securities law in connection with the services provided
hereunder.
B. Representations and Warranties of the Trust
The Trust represents and warrants to BankBoston that:
(1) It is a Massachusetts business trust duly organized and
existing and in good standing under the laws of the
Commonwealth of Massachusetts.
(2) It is empowered under applicable laws and by its Declaration
of Trust and By-Laws to enter into and perform this Agreement.
(3) All corporate proceedings required by said Declaration of
Trust and By-Laws have been taken to authorize it to enter
into and perform this Agreement.
(4) It is an open-end investment company registered under the
Investment Company Act of 1940, as amended.
(5) A registration statement under the Securities Act of 1933
shall be effective with respect to the Funds and Classes as
set forth on Schedule A, and appropriate state securities law
filings shall be made and will continue to be made, with
respect to all Shares of each Fund being offered for sale, in
each case as of the time any share of any such Fund and Class
is sold.
Article 5. Standard of Care/Indemnification.
A. Standard of Care.
BankBoston shall be held to a standard of reasonable care in
carrying out the provisions of this Agreement; provided,
however that BankBoston shall be held to any higher standard
of care which would be imposed upon BankBoston by any
applicable law or regulation even though such stated standard
of care was not part of this Agreement. BankBoston shall not
be liable for losses or damages resulting from events beyond
its reasonable control.
B. Indemnification by Trust.
BankBoston shall not be responsible for and the Trust shall
indemnify and hold BankBoston harmless against any and all
losses, damages, costs, charges, counsel fees, payments,
expenses and liability arising out of or attributable to the
Trust's refusal or failure to comply with the terms of this
Agreement, or which arise out of the Trust's lack of good
faith, negligence, or willful misconduct, or which arise out
of the breach of any representation or warranty of the Trust
hereunder.
Provided, however, that BankBoston shall not be protected by
this Article 5.B. from liability for any act or omission
resulting from BankBoston' lack of good faith, negligence,
willful misconduct, or failure to meet the standard of care
set forth in Article 5.A., above.
C. Indemnification by BankBoston.
BankBoston shall indemnify and hold the Trust harmless against
any and all losses, damages, costs, charges, reasonable
counsel fees, payments, expenses and liability arising out of
any action or failure or omission to act by BankBoston as a
result of BankBoston' lack of good faith, negligence, willful
misconduct, or failure to meet the standard of care set forth
in Article 5.A above.
D. Notification.
In order that the indemnification provisions contained in this
Article 5 shall apply, upon the assertion of a claim for which
either party may be required to indemnify the other, the party
seeking indemnification shall promptly notify the other party
of such assertion, and shall keep the other party advised with
respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to
participate with the party seeking indemnification in the
defense of such claim. The party seeking indemnification shall
in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it
except with the other party's prior written consent.
Article 6. Term.
This Agreement shall continue in effect for one year from the date of its
execution, and thereafter for successive periods of one year if the form of this
Agreement 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 the Trust's Plan or in any related documents to the
Plan ("Disinterested Trustees") cast in person at a meeting called for that
purpose.
Article 7. Termination of Agreement.
Notwithstanding Article 6, this Agreement may be terminated as follows:
(a) at any time, without the payment of any penalty, by the vote
of a majority of the Disinterested Trustees of the Trust or by
a vote of a majority of the outstanding voting securities of
the Trust as defined in the Investment Company Act of 1940 on
not more than sixty (60) days' written notice to BankBoston;
(b) automatically in the event of the Agreement's assignment as
defined in the Investment Company Act of 1940; and
(c) by either party without cause upon sixty (60) days' written
notice to the other.
Article 8. Amendments to the Agreement.
This Agreement may be amended or modified by a written agreement executed
by both parties and authorized or approved by a resolution of the Trustees of
the Trust.
Article 9. Amendments to the Plan.
In the event an issue pertaining to the Plan is submitted to the
shareholders of the Trust for their approval, BankBoston will vote any shares
held for its own account in the same proportion as the vote of those shares held
for its customers' accounts.
Article 10. Interpretive and Additional Provisions.
In connection with the operation of this Agreement, BankBoston and the
Trust may from time to time agree on such provisions interpretive of or in
addition to the provisions of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement. Any such interpretive or
additional provisions shall be in a writing signed by both parties and shall be
annexed hereto, provided that no such interpretive or additional provisions
shall contravene any applicable federal or state regulations or any provision of
the Declaration of Trust. No interpretive or additional provisions made as
provided in the preceding sentence shall be deemed to be an amendment of this
Agreement.
Article 11. Miscellaneous.
Massachusetts Law to Apply.
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the Commonwealth of Massachusetts.
Article 12. Notices.
Except as otherwise specifically provided herein, Notices and other
writings delivered or mailed postage prepaid to the Trust at Federated Investors
Tower, Pittsburgh, Pennsylvania 15222-3779, or to BankBoston at 000 Xxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, or to such other address as the Trust or
BankBoston may hereafter specify, shall be deemed to have been properly
delivered or given hereunder to the respective address.
Article 13. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original.
Article 14. Limitations of Liability of Trustees and Shareholders of the Trust.
The execution and delivery of this Agreement have been authorized by the
Trustees of the Trust and signed by an authorized officer of the Trust, acting
as such, and neither such authorization by such Trustees nor such execution and
delivery by such officer shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally and the
obligations of this Agreement are not binding upon any of the Trustees or
shareholders of the Trust, but bind only the trust property of the Trust as
provided in the Declaration of Trust.
Article 15. Merger of Agreement.
This Agreement constitutes the entire agreement between the parties hereto
and supersedes any prior agreement with respect to the subject hereto whether
oral or written.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their seals by and through
their duly authorized officers, as of the day and year first above written.
ATTEST: FEDERATED MUNICIPAL TRUST
/s/ Xxxxxxx X. Xxxxx By: /s/ Xxxx X. Xxxxxxx
Title: Assistant Secretary Title: President
ATTEST: BANKBOSTON, N.A.
/s/ Xxxxxxx Xxxxxxxxx By: illegible signature
Title: Title: Managing Director
SCHEDULE A
Shareholder Services Agreement
between
FEDERATED MUNICIPAL TRUST
and
BANKBOSTON, N.A.
Federated Municipal Trust (the "Trust") on behalf of the
following classes:
Name
Massachusetts Municipal Cash Trust
Boston 1784 Fund Shares
SCHEDULE B
Shareholder Services Agreement
between
FEDERATED MUNICIPAL TRUST
and
BANKBOSTON, N.A.
COMPENSATION FOR SHAREHOLDER SERVICES
For the services described in this Agreement, the Trust agrees to pay
BankBoston, N.A. monthly computed at an annual fee of 25 basis points of average
daily net assets held during the month of the Funds or Classes thereof listed on
Schedule A hereto. BankBoston, N.A. may voluntarily waive all or a portion of
its fee at any time without notice.
