Exhibit d (iii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
INTERIM INVESTMENT ADVISORY CONTRACT
This Interim Investment Advisory Contract (this "Contract") is made this
__ day of ____, 2006, between MDTA LLC, having its principal place of business
in Massachusetts (the "Adviser"), and MDT Funds, a Delaware Business Trust (the
"Trust"), on behalf of each series of the Trust (each, a "Fund" and
collectively, the "Funds") listed in Appendix A hereto, as the same may be
amended from time to time.
WHEREAS the Trust is an open-end management investment company as that
term is defined in the Investment Company Act of 1940 (the "1940 Act"), as
amended, and is registered as such with the Securities and Exchange Commission;
WHEREAS Adviser is engaged in the business of rendering investment
advisory and management services;
WHEREAS, the Adviser, as of the date of this Interim Advisory Agreement,
has undergone a "change of control" constituting an "assignment" as those terms
are defined in the 1940 Act, which terminated the Investment Management
Agreements between the parties dated as of September 12, 2002 and August 24,
2005, respectively (collectively, the "Previous Agreements"), and the Adviser
will change its name to "Federated MDTA LLC" promptly after the date hereof; and
WHEREAS, it is the parties' intention that the Adviser continue to
furnish advisory services to the Trust on an interim basis pending shareholder
approval of a new Advisory Agreement between the parties as contemplated in Rule
15a-4 promulgated under the 1940 Act. Specifically, it is the intention of the
parties that: (1) this Contract constitutes an "interim contract" as that term
is defined in Rule 15a-4(a)(2); (2) the duration of this Contract be no greater
than 150 days following the date on which the Previous Agreements terminated;
(3) the compensation to be received under this Contract be no greater than the
compensation Adviser would have received under the Previous Agreements; (4) the
Board of Trustees of the Trust, including a majority of the trustees who are not
interested persons of the Trust, shall have voted in person to approve this
Contract before the Previous Agreements terminated; (5) the Board of Trustees of
the Trust, including a majority of the directors who are not interested persons
of the Trust, shall have determined that the scope and quality of services to be
provided to the Trust under this Contract will be at least equivalent to the
scope and quality of services provided under the Previous Agreements; (6) this
Contract provides that the Board of Trustees of the Trust, or a majority of the
outstanding voting securities, may terminate the contract at any time, without
the payment of any penalty, on not more than 10 calendar days' written notice to
the Adviser; (7) this Contract contains the same terms and conditions as the
Previous Agreements, with the exception of its effective and termination dates,
provisions governed by Rule 15a-4(b)(2)(i), (iv) and (vi), and any other
differences in terms and conditions that the Board of Trustees of the Trust,
including a majority of the directors who are not interested persons of the
Trust, shall have found to be immaterial; (8) this Contract provides that the
compensation earned under this Contract will be held in an interest-bearing
escrow account with the Trust's custodian or a bank; (9) this Contract provides
that, if a majority of outstanding voting securities approve a contract with
Adviser by the end of the 150-day duration of this Contract, the amount in
escrow (including interest earned) will be paid to the Adviser; (10) this
Contract provides that, if a majority of outstanding voting securities do not
approve a contract with Adviser by the end of the 150-day duration of this
Contract, the Adviser will be paid, out of the escrow account, the lesser of (a)
any costs incurred in performing this Contract (plus interest earned on that
amount while in escrow), or (b) the total amount in the escrow account (plus
interest earned); and (11) the Board of Trustees of the Trust satisfy the fund
governance standards defined in Rule 0-1(a)(7) promulgated under the 1940 Act.
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. The Trust hereby appoints Adviser as Investment Adviser for each of
the portfolios of the Trust which executes an exhibit to this Contract, and
Adviser accepts the appointments. Subject to the direction of the Trustees,
Adviser shall provide investment research and supervision of the investments of
the Funds and conduct a continuous program of investment evaluation and of
appropriate sale or other disposition and reinvestment of each Fund's assets.
2. Adviser, in its supervision of the investments of each of the Funds
will be guided by each of the Fund's investment objective and policies and the
provisions and restrictions contained in the Declaration of Trust and By-Laws of
the Trust and as set forth in the Registration Statement and exhibits as may be
on file with the Securities and Exchange Commission.
3. The Adviser shall act as investment manager to each of the Funds
and shall supervise investments of each Fund on behalf of the Fund in accordance
with the investment objectives, policies and restrictions of the Fund as set
forth in the Fund's and Trust's governing documents, including, without
limitation, the Trust's Agreement and Declaration of Trust and By-Laws; the
Trust's prospectus, statement of additional information and undertakings; and
such other limitations, policies and procedures as the Trustee: may impose from
time to time in writing to the Adviser. Without limiting the generality of the
foregoing, the Adviser shall: (i) furnish each Fund with advice and
recommendations with respect to the investment of the Fund's assets and the
purchase and sale of portfolio securities for the Fund, including the taking of
such steps as may be necessary to implement such advice and recommendations
(i.e., placing the orders); (ii) manage and oversee the investments of the Fund,
subject to the ultimate supervision and direction of the Board; (iii) vote
proxies for the Fund, file ownership reports under Section 13 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), for the Fund, and take
other related actions on behalf of the Fund; (iv) furnish reports, statements
and other data on securities, economic conditions and other matters related to
the investment of the Fund's assets which the officers or Trustees of the Trust
may reasonably request; and (v) render to the Trust's Board of Trustees such
periodic and special reports with respect to the Fund's investment activities as
the Board may reasonably request.
The Adviser shall place orders for the purchase and sale of
securities either directly with the issuer or with a broker or dealer selected
by the Adviser. In placing each Fund's securities trades, it is recognized that
the Adviser will give primary consideration to securing the most favorable price
and efficient execution, so that each Fund's total cost or proceeds in each
transaction will be the most favorable under all the circumstances. Within the
framework of this policy, the Adviser may consider the financial responsibility,
research and investment information, and other services provided by brokers or
dealers who may effect or be a party to any such transaction or other
transactions to which other clients of the Adviser may be a party.
It is also understood that it is desirable for the Funds that the
Adviser have access to investment and market research and securities and
economic analyses provided by brokers and others. It is also understood that
brokers providing such services may execute brokerage transactions at a higher
cost to the Funds than might result from the allocation of brokerage to other
brokers on the basis of seeking the most favorable price and efficient
execution. Therefore, the purchase and sale of securities for the Funds may be
made with brokers who provide such research and analysis, subject to review by
the Board from time to time with respect to the extent and continuation of this
practice to determine whether each Fund benefits, directly or indirectly, from
such practice. It is understood by both parties that the Adviser may select
broker-dealers for the execution of the Funds' portfolio transactions who
provide research and analysis as the Adviser may lawfully and appropriately use
in its investment management and advisory capacities, whether or not such
research and analysis may also be useful to the Adviser in connection with its
services to other clients.
On occasions when the Adviser deems the purchase or sale of a
security to be in the best interest of one or more of the Funds as well as of
other clients, the Adviser, to the extent permitted by applicable laws and
regulations, may aggregate the securities to be so purchased or sold in order to
obtain the most favorable price or lower brokerage commissions and the most
efficient execution. In such event, allocation of the securities so purchased
or sold, as well as the expenses incurred in the transaction, will be made by
the Adviser in the manner it considers to be the most equitable and consistent
with its fiduciary obligations to the Funds and to such other clients.
4. The Adviser shall use its best judgment and efforts in rendering
the advice and services to the Funds as contemplated by this Agreement.
5. Each Fund will from time to time furnish to the Adviser detailed
statements of its investments and assets, and information as to its investment
objective and needs, and will make available to the Adviser such financial
reports, proxy statements, legal and other information relating to each Fund's
investments as may be in its possession or available to it, together with such
other information as the Adviser may reasonably request.
6. With respect to the operation of each Fund, and to the extent not
paid or reimbursed through a plan adopted by the Fund pursuant to Rule 12b-1
under the 1940 Act, the Adviser is responsible for (i) the compensation of any
of the Trust's trustees, officers, and employees who are affiliates of the
Adviser (but not the compensation of employees performing services in connection
with expenses which are the Fund's responsibility under Subparagraph 7(b)
below), (ii) the expenses of printing and distributing the Funds' prospectuses,
statements of additional information, and sales and advertising materials (but
not the legal, auditing or accounting fees attendant thereto) to prospective
investors (but not to existing shareholders), and (iii) providing office space
and equipment reasonably necessary for the operation of the Funds.
Each Fund is responsible for and has assumed the obligation for
payment of all of its expenses, other than as stated in Subparagraph 7(a) above,
including but not limited to: fees and expenses incurred in connection with the
issuance, registration and transfer of its shares; brokerage and commission
expenses; all expenses of transfer, receipt, safekeeping, servicing and
accounting for the cash, securities and other property of the Trust for the
benefit of the Fund including the Fund's portion of all fees and expenses of the
Trust's custodian, shareholder services agent and accounting services agent;
interest charges on any borrowings; costs and expenses of pricing and
calculating the Fund's daily net asset value and of maintaining its books of
account required under the 1940 Act; taxes, if any; expenditures in connection
with meetings of each Fund's shareholders and the Board that are payable by the
Fund; the Fund's portion of salaries and expenses of officers of the Trust,
including without limitation the Trust's Chief Compliance Officer (as agreed by
the Board) and fees and expenses of members of the Board or members of any
advisory board or committee who are not members of, affiliated with or
interested persons of the Adviser; insurance premiums on property or personnel
of each Fund which inure to its benefit, including liability and fidelity bond
insurance; the cost of preparing and printing reports, proxy statements,
prospectuses and statements of additional information of the Fund or other
communications for distribution to existing shareholders; legal, auditing and
accounting fees; trade association dues or educational program expenses
determined appropriate by the Board; fees and expenses (including legal fees) of
registering and maintaining registration of its shares for sale under federal
and applicable state and foreign securities laws; all expenses of maintaining
and servicing shareholder accounts, including all charges for transfer,
shareholder recordkeeping, dividend disbursing, redemption, and other agents for
the benefit of the Funds, if any; and all other charges and costs of its
operation plus any extraordinary and non-recurring expenses, except as herein
otherwise prescribed.
The Adviser may voluntarily absorb certain Fund expenses or waive
all or a portion of the Adviser's own advisory fee
To the extent the Adviser incurs any costs by assuming expenses
which are an obligation of a Fund as set forth herein, such Fund shall promptly
reimburse the Adviser for such costs and expenses, except to the extent the
Adviser has otherwise agreed to bear such expenses. To the extent the services
for which a Fund is obligated to pay are performed by the Adviser, the Adviser
shall be entitled to recover from such Fund to the extent of the Adviser's
actual costs for providing such services. In determining the Adviser's actual
costs, the Adviser may take into account an allocated portion of the salaries
and overhead of personnel performing such services.
7. Each Fund shall pay to the Adviser, and the Adviser agrees to
accept, as full compensation for all investment management and advisory services
furnished or provided to such Fund pursuant to this Agreement, a management fee
at the annual rate set forth in the Fee Schedule attached hereto as Appendix A,
as may be amended in writing from time to time by the Trust and the Adviser.
The management fee shall be accrued daily by each Fund and paid to
the Adviser on the first business day of the succeeding month.
The initial fee under this Agreement shall be payable on the first
business day of the first month following the effective date of this Agreement
and shall be prorated as set forth below. If this Agreement is terminated prior
to the end of any month, the fee to the Adviser shall be prorated for the
portion of any month in which this Agreement is in effect which is not a
complete month according to the proportion which the number of calendar days in
the month during which the Agreement is in effect bears to the number of
calendar days in the month, and shall be payable within ten (10) days after the
date of termination.
The Adviser may, but is not required to, waive all or a portion of
its fees and/or reimburse the Funds for other expenses in order to reduce the
operating expenses of the Funds. Any such reduction, reimbursement, waiver, or
payment (collectively "subsidies") shall be applicable only to such specific
subsidy and shall not constitute an agreement to continue such subsidy in the
future. Any such subsidy will be agreed to prior to accrual of the related
expense or fee and will be estimated daily and reconciled and paid on a monthly
basis. The Adviser may also agree contractually to limit a Fund's operating
expenses. To the extent such a voluntary or contractual expense limitation has
been agreed to by the Adviser and such limit has been disclosed to shareholders
of such Fund in a prospectus, the limit cannot be changed without first
disclosing the change in an updated prospectus.
The Adviser may seek reimbursement in a subsequent fiscal year of
any subsidies made by the Adviser either voluntarily or pursuant to contract.
The reimbursement of any subsidy must be approved by the Board and must be
sought no later than the end of the third fiscal year following the year to
which the subsidy relates. The Adviser may not request and receive
reimbursement for any subsidies before payment of a Fund's ordinary operating
expenses for the current year and cannot cause a Fund to exceed any agreed upon
expense limitation for that year in making such reimbursement.
The Adviser may agree not to require payment of any portion of the
compensation or reimbursement of expenses otherwise due to it pursuant to this
Agreement prior to the time such compensation or reimbursement has accrued as a
liability of the Fund. Any such agreement shall be applicable only with respect
to the specific items covered thereby and shall not constitute an agreement not
to require payment of any future compensation or reimbursement due to the
Adviser hereunder.
During the period from and including __________, 2006 (the "Escrow
Beginning Date") until the date of approval by shareholders of the Trust in
conformity with the provisions of the 1940 Act, including, but not limited to,
Section 15(c) thereof and Rule 15a-4 promulgated thereunder (the "Escrow
Termination Date"), any and all advisory fees or other compensation (the
"Advisory Fees") earned under this Agreement shall be paid in accordance with
this Section 7. From and including the Escrow Beginning Date to, but not
including, the Escrow Termination Date, any and all Advisory Fees earned under
the Agreement shall be paid into an interest bearing escrow account (the "Escrow
Account") maintained by an unaffiliated financial institution (the "Escrow
Agent") selected by the Adviser, subject to the approval of the Fund's Board.
Pursuant to an agreement with the Escrow Agent, the Advisory Fees (including
interest earned on such Advisory Fees) will be paid to the Adviser only if
shareholders of the Trust approve the Advisory Agreement as revised by Rule 15a-
4 under the 1940 Act. Further pursuant to the agreement, on the Escrow
Termination Date, the Advisory Fees will be released by the Escrow Agent from
the Escrow Account to the Adviser, only upon receipt by the Escrow Agent of a
certificate from a duly authorized officer of the Trust stating that the
Advisory Agreement has received the requisite shareholder vote. In the event
that the requisite shareholder vote is not obtained and the Escrow Termination
Date does not therefore occur, a duly authorized officer of the Trust shall
execute and deliver to the Escrow Agent, not later than ___________, a
certificate stating that the requisite shareholder vote has not been obtained
and that the Advisory Fees (and interest) in the Escrow Account should be paid
over to the Adviser; provided, however, that the Adviser shall not receive
Advisory Fees (and interest) in an amount greater than the lesser of: (i) the
compensation the Adviser would have received under the previous contract; and
(ii) the board of directors, including a majority of the directors who are not
interested persons of the Fund, has voted in person to approve the interim
contract before the previous contract is terminated.
8. The net asset value of each Fund's Shares as used herein will be
calculated to the nearest 1/10th of one cent.
9. The Adviser agrees that neither it nor any of its officers or
employees shall take any short position in the shares of the Funds. This
prohibition shall not prevent the purchase of such shares by any of the officers
or bona fide employees of the Adviser or any trust, pension, profit-sharing or
other benefit plan for such persons or affiliates thereof, at a price not less
than the net asset value thereof at the time of purchase, as allowed pursuant to
rules promulgated under the 1940 Act.
10. Nothing herein contained shall be deemed to require the Trust or
the Funds to take any action contrary to the Trust's Agreement and Declaration
of Trust, By-Laws, or any applicable statute or regulation, or to relieve or
deprive the Board of its responsibility for and control of the conduct of the
affairs of the Trust and Funds.
11. This Agreement shall be terminated upon the earlier of: (i) 150
days from the date of its execution or (ii) the execution of a new Advisory
Agreement between the parties. In addition, this Agreement may be terminated
with respect to the Trust (i) at any time, without the payment of any penalty,
by vote of a majority of all the Board of the Investment Company or by "vote of
a majority of the outstanding voting securities" of the Trust on 10 days written
notice to the Adviser, or (ii) by the Adviser at any time, without the payment
of any penalty, on 60 days written notice to the Trust or (iii) immediately, if,
in the reasonable judgment of the Trust, that the Adviser becomes unable to
discharge its duties and obligations under this Agreement, including
circumstances such as financial insolvency of the Adviser or other circumstances
that could adversely affect the Trust. This Agreement will automatically and
immediately terminate in the event of its "assignment" or delegation by the
Adviser of any of its responsibilities hereunder.
Each Fund may use the names "Optimum Q" or any name derived from or
using the name "Optimum Q" only for so long as this Agreement or any extension,
renewal or amendment hereof remains in effect. Within sixty (60) days from such
time as this Agreement shall no longer be in effect in respect of a Fund, the
Fund shall cease to use such a name or any other name connected with the Adviser
without the prior written consent of the Adviser.
12. This Agreement shall terminate automatically in the event of any
transfer or assignment thereof, as defined in the 1940 Act. Adviser may employ
or contract with such other person, persons, corporation, or corporations at its
own cost and expense as it shall determine in order to assist it in carrying out
this Contract.
13. This Agreement may not be transferred, assigned, sold or in any
manner hypothecated or pledged without the affirmative vote or written consent
of the holders of a majority of the outstanding voting securities of each Fund.
14. In the absence of willful misfeasance, bad faith, gross negligence,
or reckless disregard of the obligations or duties under this Contract on the
part of Adviser, Adviser shall not be liable to the Trust or to any of the Funds
or to any shareholder for any act or omission in the course of or connected in
any way with rendering services or for any losses that may be sustained in the
purchase, holding, or sale of any security. Notwithstanding the foregoing,
federal securities laws and certain state laws impose liabilities under certain
circumstances on persons who have acted in good faith, and therefore nothing
herein shall in any way constitute a waiver or limitation of any rights which
the Trust, a Fund or any shareholder of a Fund may have under any federal
securities law or state law.
The Funds shall indemnify and hold harmless the Adviser and the
directors, members, shareholders, officers and employees of the Adviser (any
such person, an "Indemnified Party") against any loss, liability, claim, damage
or expense (including the reasonable cost of investigating and defending any
alleged loss, liability, claim, damage or expenses and reasonable counsel fees
incurred in connection therewith) arising out of the Indemnified Party's
performance or non-performance of any duties under this Agreement provided,
however, that nothing herein shall be deemed to protect any Indemnified Party
against any liability to which such Indemnified Party would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence in the
performance of duties hereunder or by reason of reckless disregard of
obligations and duties under this Agreement.
No provision of this Agreement shall be construed to protect any
Trustee or officer of the Trust, or director, member or officer of the Adviser,
from liability in violation of Sections 17(h) and (i) of the 1940 Act.
15. The Trust's employment of the Adviser is not an exclusive
arrangement, and the Trust may from time to time employ other individuals or
entities to furnish it with the services provided for herein. If this Agreement
is terminated with respect to any Fund, this Agreement shall remain in full
force and effect with respect to all other Funds listed on Appendix A hereto, as
the same may be amended. Likewise, the Adviser may act as investment adviser
for any other person, and shall not in any way be limited or restricted from
buying, selling or trading any securities for its or their own accounts or the
accounts of others for whom it or they may be acting, provided, however, that
the Adviser expressly represents that it will undertake no activities which will
adversely affect the performance of its obligations to the Fund under this
Agreement; and provided further that the Adviser will adhere to a code of ethics
governing employee trading and trading for proprietary accounts that conforms to
the requirements of the 1940 Act and the Advisers Act and has been approved by
the Board.
16. This Contract may be amended at any time by agreement of the
parties provided that the amendment shall be approved both by the vote of a
majority of the Trustees of the Trust including a majority of the Trustees who
are not parties to this Contract or interested persons of any such party to this
Contract (other than as Trustees of the Trust) cast in person at a meeting
called for that purpose, and, where required by Section 15(a)(2) of the Act, on
behalf of a Fund by a majority of the outstanding voting securities of such Fund
as defined in Section 2(a)(42) of the Act.
17. The Adviser acknowledges that all sales literature for investment
companies (such as the Trust) are subject to strict regulatory oversight. The
Adviser agrees to submit any proposed sales literature for the Trust (or any
Fund) or for itself or its affiliates which mentions the Trust (or any Fund) to
the Trust's distributor for review and filing with the appropriate regulatory
authorities prior to the public release of any such sales literature, provided,
however, that nothing herein shall be construed so as to create any obligation
or duty on the part of the Adviser to produce sales literature for the Trust (or
any Fund). The Trust agrees to cause its distributor to promptly review all such
sales literature to ensure compliance with relevant requirements, to promptly
advise Adviser of any deficiencies contained in such sales literature, to
promptly file complying sales literature with the relevant authorities, and to
cause such sales literature to be distributed to prospective investors in the
Trust.
18. The Manager agrees that the Trust's obligations under this
Agreement shall be limited to the Funds and to their assets, and that the
Manager shall not seek satisfaction of any such obligation from the shareholders
of the Funds nor from any trustee, officer, employee or agent of the Trust or
the Funds.
19. The Trust and the Funds are hereby expressly put on notice of the
limitation of liability as set forth in the Declaration of Trust of the Adviser
and agree that the obligations assumed by the Adviser pursuant to this Contract
shall be limited in any case to the Adviser and its assets and, except to the
extent expressly permitted by the 1940 Act, as amended, the Trust and the Funds
shall not seek satisfaction of any such obligation from the shareholders of the
Adviser, the Trustees, officers, employees, or agents of the Adviser, or any of
them.
20. Adviser agrees to maintain the security and confidentiality of
nonpublic personal information ("NPI") of Fund customers and consumers, as those
terms are defined in Regulation S-P, 17 C.F.R. Part 248. Adviser agrees to use
and redisclose such NPI for the limited purposes of processing and servicing
transactions; for specific law enforcement and miscellaneous purposes; and to
service providers or in connection with joint marketing arrangements directed by
the Fund(s), in each instance in furtherance of fulfilling Adviser's obligations
under this Contract and consistent with the exceptions provided in 17 C.F.R.
Sections 248.14, 248.15 and 248.13, respectively.
21. Each party represents, warrants and agrees as follows: (a) this
Contract constitutes an "interim contract" as that term is defined in Rule 15a-
4(a)(2); (b) as contemplated in Section 11 above, the duration of this Contract
be no greater than 150 days following the date on which the Previous Agreements
terminated; (c) the compensation to be received under this Contract shall be no
greater than the compensation Adviser would have received under the Previous
Agreements; (d) as contemplated in Section 11 above, the Board of Trustees of
the Trust, or a majority of the outstanding voting securities, may terminate the
contract at any time, without the payment of any penalty, on not more than 10
calendar days' written notice to the Adviser; (e) as contemplated in Section 7
above, the compensation earned under this Contract will be held in an interest-
bearing escrow account with the Trust's custodian or a bank; (f) as contemplated
in Section 7 above, if a majority of outstanding voting securities approve a
contract with Adviser by the end of the 150-day duration of this Contract, the
amount in escrow (including interest earned) will be paid to the Adviser; (g) as
contemplated in Section 7 above, if a majority of outstanding voting securities
do not approve a contract with Adviser by the end of the 150-day duration of
this Contract, the Adviser will be paid, out of the escrow account, the lessor
of (i) any costs incurred in performing this Contract (plus interest earned on
that amount while in escrow), or (ii) the total amount in the escrow account
(plus interest earned).
The Trust also represents, warrants and agrees that (a) the Board of
Trustees of the Trust, including a majority of the trustees who are not
interested persons of the Trust, have voted in person to approve this Contract
before the Previous Agreements terminated; (b) the Board of Trustees of the
Trust, including a majority of the directors who are not interested persons of
the Trust, have determined that the scope and quality of services to be provided
to the Trust under this Contract will be at least equivalent to the scope and
quality of services provided under the Previous Agreements; (c) this Contract
contains the same terms and conditions as the Previous Agreements, with the
exception of its effective and termination dates, provisions governed by Rule
15a-4(b)(2)(i), (iv) and (vi), and any other differences in terms and conditions
that the Board of Trustees of the Trust, including a majority of the directors
who are not interested persons of the Trust, have found to be immaterial; and
(d) the Board of Trustees of the Trust satisfies the fund governance standards
defined in Rule 0-1(a)(7) promulgated under the 1940 Act.
22. This Contract shall be construed in accordance with and governed by
the laws of the Commonwealth of Massachusetts.
23. This Contract will become binding on the parties hereto upon their
execution of the attached exhibits to this Contract.
MDT Funds Page 1
EXHIBIT A
TO THE
INTERIM INVESTMENT ADVISORY CONTRACT
FEE SCHEDULE
Name of Fund Applicable Fee Effective Date
MDT Balanced Fund 0.75%
MDT Small Cap Value Fund 1.25%
MDT Small Cap Growth Fund 1.25%
MDT Small Cap Core Fund 1.25%
MDT Mid Cap Growth Fund 0.90%
MDT Large Cap Growth Fund 0.75%
MDT Tax-Aware All Cap Core Fund 1.00%
MDT All Cap Core Fund 0.75%
MDT Capital Conservation Fund 0.40%
Witness the due execution hereof this ___ day of ___________, 2006.
MDT FUNDS,
ON BEHALF OF EACH OF ITS SERIES
IDENTIFIED ABOVE
By:
Name:
Title:
MDTA LLC
By:
Name:
Title:
MDT Funds Page 1
