FEDERATED STOCK AND BOND FUND DISTRIBUTOR'S CONTRACT
Exhibit
e(9) under Form N-1A
Exhibit
1
under Item 601/Reg. S-K
FEDERATED
STOCK AND BOND FUND
DISTRIBUTOR'S
CONTRACT
AGREEMENT
made this 1st day of June, 2008, by and between Federated
Stock and Bond Fund
(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
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 (indicate pertinent article) 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 Xxxxxxxxxx X-X, 00 XXX 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
STOCK AND BOND FUND
Class
A Shares
In
consideration of the mutual covenants set forth in the Distributor's Contract
dated June 1, 2008 between the Trust and FSC, Trust executes and delivers this
Exhibit on behalf of the Trust.
Witness
the due execution hereof this 1st day of June, 2008.
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FEDERATED
STOCK AND BOND FUND
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By:/s/
J. Xxxxxxxxxxx Xxxxxxx
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Name:
J. Xxxxxxxxxxx Xxxxxxx
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Title:
President
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FEDERATED
SECURITIES CORP.
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By:/s/
Xxxxxx X. Xxxxxx
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Name:
Xxxxxx X. Xxxxxx
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Title:
President
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Exhibit
B
to
the
Distributor’s
Contract
FEDERATED
STOCK AND BOND FUND
Class
C Shares
The
following provisions are hereby incorporated and made part of the Distributor’s
Contract dated June
1, 2008,
between
Federated Stock and Bond Fund and Federated Securities Corp. with respect to
the
Class of shares 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 0.75 of 1% of the
average aggregate net asset value of the 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 June 1, 2008, between Federated Stock and Bond Fund and Federated
Securities Corp., Federated Stock and Bond Fund executes and delivers this
Exhibit on behalf of the Class C Shares, first set forth in this
Exhibit.
Witness
the due execution hereof this 1st day of June, 2008.
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FEDERATED
STOCK AND BOND FUND
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By:/s/
J. Xxxxxxxxxxx Xxxxxxx
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Name:
J. Xxxxxxxxxxx Xxxxxxx
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Title:
President
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FEDERATED
SECURITIES CORP.
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By:/s/
Xxxxxx X. Xxxxxx
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Name:
Xxxxxx X. Xxxxxx
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Title:
President
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Exhibit
C
to
the
Distributor’s
Contract
FEDERATED
STOCK AND BOND FUND
Class
K Shares
The
following provisions are hereby incorporated and made part of the Distributor’s
Contract dated June
1, 2008,
between
Federated Stock and Bond Fund and Federated Securities Corp. with respect to
the
Class of shares set forth above.
6. 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.
7. 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 0.50 of 1% of the
average aggregate net asset value of the 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.
8. 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.
9. 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.
10. 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 June 1, 2008, between Federated Stock and Bond Fund and Federated
Securities Corp., Federated Stock and Bond Fund executes and delivers this
Exhibit on behalf of the Class K Shares, first set forth in this
Exhibit.
Witness
the due execution hereof this 1st day of June, 2008.
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FEDERATED
STOCK AND BOND FUND
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By:/s/
J. Xxxxxxxxxxx Xxxxxxx
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Name:
J. Xxxxxxxxxxx Xxxxxxx
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Title:
President
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FEDERATED
SECURITIES CORP.
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By:/s/
Xxxxxx X. Xxxxxx
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Name:
Xxxxxx X. Xxxxxx
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Title:
President
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