Exhibit 6(i) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
FEDERATED GNMA TRUST
DISTRIBUTOR'S CONTRACT
AGREEMENT is made this 29th day of May, 1992, by and between FEDERATED
GNMA TRUST (the `Trust''), a Massachusetts business trust, and FEDERATED
SECURITIES CORP. (`FSC''), a Pennsylvania Corporation.
In considerationof 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 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 member 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 Trusteesof 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 Prospectus 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 connectionwith
the issue and sale of Shares or in connection withthe 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 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 payments 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 any 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 entitlted 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 upon the parties hereto upon
the execution of the attached exhibits to the Agreement.
Exhibit A
FEDERATED GNMA TRUST
Institutional Shares
In consideration of the mutual covenants set forth in the
Distributor's Contract dated May 29, 1992, between Federated GNMA Trust and
Federated Securities Corp., Federated GNMA Trust 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 29th day of May, 1992.
Attest: FEDERATED GNMA TRUST
/s/ Xxxx X. XxXxxxxxx By: /s/Xxxx X. Xxxxxxx
Secretary President
(SEAL)
Attest: FEDERATED SECURITIES CORP.
/s/ S. Xxxxxxx Xxxxx By: /s/ Xxxxxxx X. Xxxxxx
Secretary President
(SEAL)
Exhibit B
to the Distributor's Contract
FEDERATED GNMA TRUST
Institutional Service Shares
The following provisions are hereby incorporated and made part of the
Distributor's Contract dated the 29th day of May, 1992, between Federated
GNMA Trust and Federated Securities Corp. with respect to the Classes of
the Funds set forth above.
1. The Trust hereby appoints FSC to engage in activities principally
intended to result in the sale of shares of the Classes. Pursuant to this
appointment FSC is authorized to select a group of brokers (`Brokers') to
sell the above-listed Classes (`Shares''), the the current offering price
thereof as described and set forth in the respective prospectuses of the
Trust, and to render administrative support services to the Trust and its
shareholders. In addition, FSC is authorized to select a group of
Administrators (`Administrators'') to render administrative support
services to the Trust and its shareholders.
2. Administrative support services may include, but are not limited
to, the following eleven functions: (1) account openings: the Broker or
Administrator communicates account openings via computer terminals located
on the Broker or Administrator's premises; (2) account closings: the
Broker or Administrator communicates account closings via computer
terminals; (3) enter purchase transactions: purchase transactions are
entered through the Broker or Administrator's own personal computer or
through the use of a toll-free telephone number; (4) enter redemption
transactions: Broker or Administrator enters redemption transactions in
the same manner as purchases; (5) account maintenance: Broker or
Administrator provides or arranges to provide accounting support all
transactions. Broker or Administrator also wires and reconciles all
transactions, reviews the activity in the Trust's accounts, and provides
training and supervision of its personnel; (6) interest posting: Broker or
Administrator posts and reinvests dividends to the Trust's accounts; (7)
prospectus and shareholder reports: Broker or Administrator maintains and
distributes current copies of prospectuses and shareholder reports; (8)
advertisements: the Broker or Administrator continuously advertises the
availability of its services and products; (9) customer lists: The Broker
or Administrator continuously provides name of potential customers; (10)
design services: the Broker or Administrator continuously designs material
to send to customers and develops methods of making such materials
accessible to customers; and (11) consultation services: the Broker or
Administrator continuously provides information about the product needs of
customers.
3. During the term of this Agreement, the Trust will pay FSC for
services pursuant to this Agreement, a monthly fee computed at the annual
rate of .25% of the average aggregate net asset value of the Institutional
Service Shares of the Trust 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.
4. FSC may from time-to-time and for such periods as it deemed
appropriate reduce its compensation to the extent any Class expenses exceed
such lower expense limitation as FSC may, by notice to the Trust,
voluntarily declare to be effective.
5. FSC will enter into separate written agreements with various
firms to provide certain of the services set forth in Paragaph 1 herein.
FSC, in its sole discretion, may pay Brokers and Administrators 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 FSC in its sole
discretion.
6. FSC will prepare reports to the Board of Trustees of the Trust on
a quarterly basis showing amounts expended hereunder including amounts paid
to Brokers and Administrators and the purpose for such payments.
In consideration of the mutual covenants set forth in the
Distributor's Contract dated May 29, 1992 between Federated GNMA Trust and
Federated Securities Corp., Federated GNMA Trust 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 29th day of May, 1992.
ATTEST: FEDERATED GNMA TRUST
/s/ Xxxx X. XxXxxxxxx By: /s/ Xxxx X. Xxxxxxx
Secretary President
(SEAL)
ATTEST: FEDERATED SECURITIES CORP.
/s/ S. Xxxxxxx Xxxxx By: /s/ Xxxxxxx X. Xxxxxx
Secretary President
(SEAL)
