Exhibit 6(a)
Money Market Obligations Trust II
DISTRIBUTOR'S CONTRACT
AGREEMENT made this 15th day of November, 1996, by and between Money
Market Obligations Trust II (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 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, Trustees, 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.
Exhibit A
to the
Distributor's Contract
MONEY MARKET OBLIGATIONS TRUST II
MUNICIPAL OBLIGATIONS FUND
INSTITUTIONAL CAPITAL SHARES
In consideration of the mutual covenants set forth in the
Distributor's Contract dated November 15, 1996 between Money Market
Obligations Trust II and Federated Securities Corp., Money Market
Obligations Trust II executes and delivers this Exhibit on behalf of
Municipal Obligations Fund, and with respect to the Institutional
Capital Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 15th day of November, 1996.
ATTEST: Money Market Obligations Trust II
/s/ Xxxx X. XxXxxxxxx By:/s/ J Xxxxxxxxxxx Xxxxxxx
Secretary President
ATTEST: FEDERATED SECURITIES CORP.
/s/ Xxxxxx X. Xxxxx By:/s/ Xxxxx X. Xxxxxx
Assistant Secretary Vice President
Exhibit B
to the
Distributor's Contract
MONEY MARKET OBLIGATIONS TRUST II
MUNICIPAL OBLIGATIONS FUND
INSTITUTIONAL SHARES
In consideration of the mutual covenants set forth in the
Distributor's Contract dated November 15, 1996 between Money Market
Obligations Trust II and Federated Securities Corp., Money Market
Obligations Trust II executes and delivers this Exhibit on behalf of
Municipal Obligations Fund, and with respect to the Institutional
Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 15th day of November, 1996.
ATTEST: Money Market Obligations Trust II
/s/ Xxxx X. XxXxxxxxx By:/s/ J Xxxxxxxxxxx Xxxxxxx
Secretary President
ATTEST: FEDERATED SECURITIES CORP.
/s/ Xxxxxx X. Xxxxx By:/s/ Xxxxx X. Xxxxxx
Assistant Secretary Vice President
Exhibit C
to the
Distributor's Contract
MONEY MARKET OBLIGATIONS TRUST II
MUNICIPAL OBLIGATIONS FUND
INSTITUTIONAL SERVICE SHARES
In consideration of the mutual covenants set forth in the
Distributor's Contract dated November 15, 1996 between Money Market
Obligations Trust II and Federated Securities Corp., Money Market
Obligations Trust II executes and delivers this Exhibit on behalf of
Municipal Obligations Fund, and with respect to the Institutional
Service Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 15th day of November, 1996.
ATTEST: Money Market Obligations Trust II
/s/ Xxxx X. XxXxxxxxx By:/s/ J Xxxxxxxxxxx Xxxxxxx
Secretary President
ATTEST: FEDERATED SECURITIES CORP.
/s/ Xxxxxx X. Xxxxx By:/s/ Xxxxx X. Xxxxxx
Assistant Secretary Vice President
Exhibit D
to the
Distributor's Contract
MONEY MARKET OBLIGATIONS TRUST II
PRIME CASH OBLIGATIONS FUND
INSTITUTIONAL CAPITAL SHARES
In consideration of the mutual covenants set forth in the
Distributor's Contract dated November 15, 1996 between Money Market
Obligations Trust II and Federated Securities Corp., Money Market
Obligations Trust II executes and delivers this Exhibit on behalf of
Municipal Obligations Fund, and with respect to the Institutional
Capital Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 15th day of November, 1996.
ATTEST: Money Market Obligations Trust II
/s/ Xxxx X. XxXxxxxxx By:/s/ J Xxxxxxxxxxx Xxxxxxx
Secretary President
ATTEST: FEDERATED SECURITIES CORP.
/s/ Xxxxxx X. Xxxxx By:/s/ Xxxxx X. Xxxxxx
Assistant Secretary Vice President
Exhibit E
to the
Distributor's Contract
MONEY MARKET OBLIGATIONS TRUST II
PRIME CASH OBLIGATIONS FUND
INSTITUTIONAL SHARES
In consideration of the mutual covenants set forth in the
Distributor's Contract dated November 15, 1996 between Money Market
Obligations Trust II and Federated Securities Corp., Money Market
Obligations Trust II executes and delivers this Exhibit on behalf of
Municipal Obligations Fund, and with respect to the Institutional
Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 15th day of November, 1996.
ATTEST: Money Market Obligations Trust II
/s/ Xxxx X. XxXxxxxxx By:/s/ J Xxxxxxxxxxx Xxxxxxx
Secretary President
ATTEST: FEDERATED SECURITIES CORP.
/s/ Xxxxxx X. Xxxxx By:/s/ Xxxxx X. Xxxxxx
Assistant Secretary Vice President
Exhibit F
to the
Distributor's Contract
MONEY MARKET OBLIGATIONS TRUST II
PRIME CASH OBLIGATIONS FUND
INSTITUTIONAL SERVICE SHARES
In consideration of the mutual covenants set forth in the
Distributor's Contract dated November 15, 1996 between Money Market
Obligations Trust II and Federated Securities Corp., Money Market
Obligations Trust II executes and delivers this Exhibit on behalf of
Municipal Obligations Fund, and with respect to the Institutional
Service Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 15th day of November, 1996.
ATTEST: Money Market Obligations Trust II
/s/ Xxxx X. XxXxxxxxx By:/s/ J Xxxxxxxxxxx Xxxxxxx
Secretary President
ATTEST: FEDERATED SECURITIES CORP.
/s/ Xxxxxx X. Xxxxx By:/s/ Xxxxx X. Xxxxxx
Assistant Secretary Vice President
Exhibit G
to the
Distributor's Contract
MONEY MARKET OBLIGATIONS TRUST II
PRIME VALUE OBLIGATIONS FUND
INSTITUTIONAL CAPITAL SHARES
In consideration of the mutual covenants set forth in the
Distributor's Contract dated November 15, 1996 between Money Market
Obligations Trust II and Federated Securities Corp., Money Market
Obligations Trust II executes and delivers this Exhibit on behalf of
Municipal Obligations Fund, and with respect to the Institutional
Capital Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 15th day of November, 1996.
ATTEST: Money Market Obligations Trust II
/s/ Xxxx X. XxXxxxxxx By:/s/ J Xxxxxxxxxxx Xxxxxxx
Secretary President
ATTEST: FEDERATED SECURITIES CORP.
/s/ Xxxxxx X. Xxxxx By:/s/ Xxxxx X. Xxxxxx
Assistant Secretary Vice President
Exhibit H
to the
Distributor's Contract
MONEY MARKET OBLIGATIONS TRUST II
PRIME VALUE OBLIGATIONS FUND
INSTITUTIONAL SHARES
In consideration of the mutual covenants set forth in the
Distributor's Contract dated November 15, 1996 between Money Market
Obligations Trust II and Federated Securities Corp., Money Market
Obligations Trust II executes and delivers this Exhibit on behalf of
Municipal Obligations Fund, and with respect to the Institutional
Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 15th day of November, 1996.
ATTEST: Money Market Obligations Trust II
/s/ Xxxx X. XxXxxxxxx By:/s/ J Xxxxxxxxxxx Xxxxxxx
Secretary President
ATTEST: FEDERATED SECURITIES CORP.
/s/ Xxxxxx X. Xxxxx By:/s/ Xxxxx X. Xxxxxx
Assistant Secretary Vice President
Exhibit I
to the
Distributor's Contract
MONEY MARKET OBLIGATIONS TRUST II
PRIME VALUE OBLIGATIONS FUND
INSTITUTIONAL SERVICE SHARES
In consideration of the mutual covenants set forth in the
Distributor's Contract dated November 15, 1996 between Money Market
Obligations Trust II and Federated Securities Corp., Money Market
Obligations Trust II executes and delivers this Exhibit on behalf of
Municipal Obligations Fund, and with respect to the Institutional
Service Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 15th day of November, 1996.
ATTEST: Money Market Obligations Trust II
/s/ Xxxx X. XxXxxxxxx By:/s/ J Xxxxxxxxxxx Xxxxxxx
Secretary President
ATTEST: FEDERATED SECURITIES CORP.
/s/ Xxxxxx X. Xxxxx By:/s/ Xxxxx X. Xxxxxx
Assistant Secretary Vice President
