Exhibit (e) under Form N-1A
Exhibit 1 under Item 601/Reg S-K
FEDERATED MDT SERIES
DISTRIBUTOR'S CONTRACT
AGREEMENT made this 31st day of July, 2006, by and between FEDERATED MDT
SERIES (the "Investment Company"), 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 DisinterestedTrustees 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
Trustees 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 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. This Agreement will become binding on the parties hereto upon the
execution of the attached exhibits to the Agreement.
13. FSC agrees to maintain the security and confidentiality of nonpublic
personal information ("NPI") of Fund customers and consumers, as those terms are
defined in ▇▇▇▇▇▇▇▇▇▇ ▇-▇, ▇▇ ▇▇▇ Part 248. FSC agrees to use and redisclose
such NPI for the limited purposes of processing and servicing transactions; for
specified law enforcement and miscellaneous purposes; and to service providers
or in connection with joint marketing arrangements directed by the Funds, in
each instance in furtherance of fulfilling FSC's obligations under this
contract, and consistent with the exceptions provided in 17 CFR Sections 248.14,
248.15 and 248.13, respectively.
Exhibit A
to the
Distributor's Contract
FEDERATED MDT SERIES
Federated MDT All Cap Core Fund
Federated MDT Tax Aware/All Cap Core Fund
Federated MDT Large Cap Growth Fund
Federated MDT Mid Cap Growth Fund
Federated MDT Small Cap Value Fund
Federated MDT Small Cap Core Fund
Federated MDT Small Cap Growth Fund
Federated MDT Balanced Fund
Institutional Shares
In consideration of the mutual covenants set forth in the Distributor's
Contract dated July 31, 2006, between the Trust and FSC, Trust executes and
delivers this Exhibit on behalf of the Trust
Witness the due execution hereof this 31st day of July, 2006.
FEDERATED MDT SERIES
By:
------------------------------------
Name: J. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
FEDERATED SECURITIES CORP.
By:
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
Exhibit B
to the
Distributor's Contract
FEDERATED MDT SERIES
Federated MDT All Cap Core Fund
Federated MDT Tax Aware/All Cap Core Fund
Federated MDT Large Cap Growth Fund
Federated MDT Mid Cap Growth Fund
Federated MDT Small Cap Value Fund
Federated MDT Small Cap Core Fund
Federated MDT Small Cap Growth Fund
Federated MDT Balanced Fund
Class A Shares
The following provisions are hereby incorporated and made part of the
Distributor's Contract dated July 31, 2006, between Federated MDT Series and
Federated Securities Corp. with respect to the Class A Shares of the Funds as
set forth above.
1. The Trust hereby appoints FSC to engage in activities principally intended to
result in the sale of shares of the above-listed Class ("Shares"). Pursuant
to this appointment, FSC is authorized to select a group of financial
institutions ("Financial Institutions") to sell Shares at the current
offering price thereof as described and set forth in the respective
prospectuses of the Trust.
2. During the term of this Agreement, the Trust will pay FSC for services
pursuant to this Agreement, a monthly fee computed as the annual rate of .25
of 1% of the average aggregate net asset value of the Class A Shares 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.
3. FSC may from time-to-time and for such periods as it deems 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.
4. FSC will enter into separate written agreements with various firms to provide
certain of the services set forth in Paragraph 1 herein. FSC, in its sole
discretion, may pay Financial Institutions 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.
5. FSC will prepare reports to the Board of Trustees of the Trust on a quarterly
basis showing amounts expended hereunder including amounts paid to Financial
Institutions and the purpose for such expenditures.
In consideration of the mutual covenants set forth in the Distributor's
Contract dated July 31, 2006, between Federated MDT Series and Federated
Securities Corp., Federated MDT Series executes and delivers this Exhibit on
behalf of the Funds, and with respect to the Class A Shares thereof, first set
forth in this Exhibit.
Witness the due execution hereof this 31st day of July, 2006.
FEDERATED MDT SERIES
By:
---------------------------
Name: J. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
FEDERATED SECURITIES CORP.
By:
---------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
Exhibit C
to the
Distributor's Contract
FEDERATED MDT SERIES
Federated MDT All Cap Core Fund
Federated MDT Tax Aware/All Cap Core Fund
Federated MDT Large Cap Growth Fund
Federated MDT Mid Cap Growth Fund
Federated MDT Small Cap Value Fund
Federated MDT Small Cap Core Fund
Federated MDT Small Cap Growth Fund
Federated MDT Balanced Fund
Class C Shares
The following provisions are hereby incorporated and made part of the
Distributor's Contract dated July 31, 2006, between Federated MDT Series and
Federated Securities Corp. with respect to the Class C Shares of the Funds as
set forth above.
1. The Trust hereby appoints FSC to engage in activities principally intended to
result in the sale of shares of the above-listed Class ("Shares"). Pursuant
to this appointment, FSC is authorized to select a group of financial
institutions ("Financial Institutions") to sell Shares at the current
offering price thereof as described and set forth in the respective
prospectuses of the Trust.
2. During the term of this Agreement, the Trust will pay FSC for services
pursuant to this Agreement, a monthly fee computed as the annual rate of .75
of 1% of the average aggregate net asset value of the Class C Shares 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.
3. FSC may from time-to-time and for such periods as it deems 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.
4. FSC will enter into separate written agreements with various firms to provide
certain of the services set forth in Paragraph 1 herein. FSC, in its sole
discretion, may pay Financial Institutions 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.
5. FSC will prepare reports to the Board of Trustees of the Trust on a quarterly
basis showing amounts expended hereunder including amounts paid to Financial
Institutions and the purpose for such expenditures.
In consideration of the mutual covenants set forth in the Distributor's
Contract dated July 31, 2006, between Federated MDT Series and Federated
Securities Corp., Federated MDT Series executes and delivers this Exhibit on
behalf of the Funds, and with respect to the Class C Shares thereof, first set
forth in this Exhibit.
Witness the due execution hereof this 31st day of July, 2006.
FEDERATED MDT SERIES
By:
---------------------------
Name: J. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
FEDERATED SECURITIES CORP.
By:
---------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President