Exhibit (d) under Form N-1A
Exhibit (10) under Item 601/Reg. S-K
FEDERATED INCOME TRUST
INVESTMENT ADVISORY CONTRACT
This Contract is made between FEDERATED MANAGEMENT, a Delaware business
trust having its principal place of business in Pittsburgh, Pennsylvania
(hereinafter referred to as "Adviser"), and FEDERATED INCOME TRUST, a
Massachusetts business trust, having its principal place of business in
Pittsburgh, Pennsylvania (hereinafter referred to as the "Fund") and is based on
the following premises:
(a) That the Fund is an open-end management investment company as that
term is defined in the Investment Company Act of 1940 and is
registered as such with the Securities and Exchange Commission;
(b) That Adviser is engaged in the business of rendering investment
advisory and management services.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. The Fund hereby appoints Adviser as investment adviser and
Adviser accepts the appointment. Subject to the direction of the
Trustees of the Fund, Adviser shall provide investment research
and supervision of the investments of the Fund and conduct a
continuous program of investment, evaluation and of appropriate
sale or other disposition and reinvestment of the Fund portfolio.
2. Adviser, in its supervision of the investments of the Fund will
be guided by the Fund's fundamental policies and the provisions
and restrictions contained in the Declaration of Trust and
By-Laws of the Fund and as set forth in the Registration
Statements and exhibits as may be on file with the Securities and
Exchange Commission.
3. The Fund shall pay all of its expenses, including, without
limitation, the expenses of continuing the Fund's existence; fees
and expenses of Trustees and officers of the Fund; fees for
investment advisory services and administrative personnel and
services; fees and expenses of preparing and printing its
Registration Statements under the Securities Act of 1933 and the
Investment Company Act of 1940 and any amendments thereto;
expenses of registering and qualifying the Fund and its shares
under Federal and State laws and regulations; expenses of
preparing, printing and distributing prospectuses (and any
amendments thereto) to shareholders; expenses of registering,
licensing or other authorization of the Fund as a broker-dealer
and of its officers as agents and salesmen under Federal and
State laws and regulations; interest expense, taxes, fees and
commissions of every kind; expenses of issue (including cost of
share certificates), purchase, repurchase and redemption of
shares, including expenses attributable to a program of periodic
issue; charges and expenses of custodians, transfer agents,
dividend disbursing agents, shareholder servicing agents and
registrars; printing and mailing costs; auditing, accounting, and
legal expenses; reports to shareholders and governmental officers
and commissions; expenses of meetings of Trustees and
shareholders and proxy solicitations therefor; insurance
expenses; association membership dues and such nonrecurring items
as may arise, including all losses and liabilities incurred in
administering the Fund. The Fund will also pay extraordinary
expenses as may arise including expenses incurred in connection
with litigation, proceedings, and claims and the legal
obligations of the Fund to indemnify its Trustees, officers,
employees, shareholders, distributors and agents with respect
thereto.
4. For all services rendered by Adviser hereunder, the Fund shall
pay to Adviser and Adviser agrees to accept as full compensation
for all services rendered hereunder, an annual gross investment
advisory fee equal to .40% of the average daily net assets of the
Fund. Such fee shall be accrued and paid daily at the rate of
1/365th of .40% of the daily net assets of the Fund.
5. The Adviser may from time to time and for such periods as it
deems appropriate reduce its compensation (and, if appropriate,
assume expenses of the Fund) to the extent that the Fund's
expenses exceed such lower expense limitation as the Adviser may,
by notice to the Fund, voluntarily declare to be effective.
6. The term of this Contract shall continue in effect for two years
from its execution and form year to year thereafter, subject to
the provisions for termination and all of the other terms and
conditions hereof if: (a) such continuation shall be specifically
approved at least annually by the vote of a majority of Trustees
of the Fund, including a majority of the Trustees who are not
parities to this Contract or interested persons of any such party
(other than as Trustees of the Fund) cast in person at a meeting
called for that purpose; and (b) Adviser shall not have notified
the Fund in writing at least sixty (60) days prior to the
anniversary date of this Contract in any year thereafter that it
does not desire such continuation.
7. Notwithstanding any provision in this Contract, it may be
terminated at any time, without the payment of any penalty, by
the Trustees of the Fund or by a vote of a majority of the
outstanding voting securities of the Fund on Sixty (60) days'
written to Adviser.
8. This Contract may not be assigned by Adviser and shall
automatically terminate in the event of any assignment. Adviser
may employ or contract with such other person, persons,
corporation or corporations as its own cost and expense as it
shall determine in order to assist it in carrying out this
Contract.
9. 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 Fund or 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
sale of any security.
10. 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 Fund, 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 Fund), cast in person at a meeting called for
that purpose, and by the holders of a majority of the outstanding
voting securities of the Fund.
11. Adviser 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 Fund pursuant to
this Contract be limited in any case to the Fund and its assets
and Adviser shall not seek satisfaction of any such obligation
from the shareholders of the Fund, the Trustees, officers,
employees or agents of the Fund, or any of them.
12. This Contract shall be construed in accordance with and governed
by the laws of the Commonwealth of Pennsylvania.
13. The parties hereto acknowledge that Federated Investors has
received the right to grant the non-exclusive use of the name
"Federated" or any derivative thereof to any other investment
company, investment adviser, distributor, or other business
enterprise, and to withdraw from the Fund the use of the name
"Federated." The name "Federated" will continue to be used by the
Fund so long as such use is mutually agreeable to Federated
Investors and the Fund.
14. The Fund is hereby expressly put on notice of the limitation of
liability as set forth in the Declaration of Trust of the Adviser
and agrees 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
Investment Company Act of 1940, the Fund shall not seek
satisfaction of any such obligation from the shareholders of the
Adviser, the Trustees, officers, employees or agent of the
Adviser, or any of them.
IN WITNESS WHEREOF, the parties have caused this Contract to be executed in
their behalf by their duly authorized officers and their seals to be affixed
hereto this 1st day of August 1989.
ATTEST: FEDERATED MANAGEMENT
/S/ XXXX X. XXXXXXXXX By:/S/ XXXXXX X. XXXXXXXX
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SECRETARY VICE PRESIDENT
ATTEST: FEDERATED INCOME TRUST
/S/ XXXX X. XXXXXXXXX By:/S/ XXXX X. XXXXXXX
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SECRETARY CHAIRMAN
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, dated as of March 31, 1999, that Federated
Income Trust, a business trust duly organized under the laws of the Commonwealth
of Massachusetts (the "Trust"), does hereby nominate, constitute and appoint
Federated Investment Management Company, a business trust duly organized under
the laws of the state of Delaware (the "Adviser"), to act hereunder as the true
and lawful agent and attorney-in-fact of the Trust, for the specific purpose of
executing and delivering all such agreements, instruments, contracts,
assignments, bond powers, stock powers, transfer instructions, receipts,
waivers, consents and other documents, and performing all such acts, as the
Adviser may deem necessary or reasonably desirable, related to the acquisition,
disposition and/or reinvestment of the funds and assets of the Trust in
accordance with Adviser's supervision of the investment, sale and reinvestment
of the funds and assets of the Trust pursuant to the authority granted to the
Adviser as investment adviser of the Trust that certain investment advisory
contract dated August 1, 1989 by and between the Adviser and the Trust (such
investment advisory contract, as may be amended, supplemented or otherwise
modified from time to time is hereinafter referred to as the "Investment
Advisory Contract").
The Adviser shall exercise or omit to exercise the powers and authorities
granted herein in each case as the Adviser in its sole and absolute discretion
deems desirable or appropriate under existing circumstances. The Trust hereby
ratifies and confirms as good and effectual, at law or in equity, all that the
Adviser, and its officers and employees, may do by virtue hereof. However,
despite the above provisions, nothing herein shall be construed as imposing a
duty on the Adviser to act or assume responsibility for any matters referred to
above or other matters even though the Adviser may have power or authority
hereunder to do so. Nothing in this Limited Power of Attorney shall be construed
(i) to be an amendment or modifications of, or supplement to, the Investment
Advisory Contract, (ii) to amend, modify, limit or denigrate any duties,
obligations or liabilities of the Adviser under the terms of the Investment
Advisory Contract or (iii) exonerate, relieve or release the Adviser any losses,
obligations, penalties, actions, judgments and suits and other costs, expenses
and disbursements of any kind or nature whatsoever which may be imposed on,
incurred by or asserted against the Adviser (x) under the terms of the
Investment Advisory Contract or (y) at law, or in equity, for the performance of
its duties as the investment adviser of the Trust.
The Trust hereby agrees to indemnify and save harmless the Adviser and its
Trustees, officers and employees (each of the foregoing an "Indemnified Party"
and collectively the "Indemnified Parties") against and from any and all losses,
obligations, penalties, actions, judgments and suits and other costs, expenses
and disbursements of any kind or nature whatsoever which may be imposed on,
incurred by or asserted against an Indemnified Party, other than as a
consequence of gross negligence or willful misconduct on the part of an
Indemnified Party, arising out of or in connection with this Limited Power of
Attorney or any other agreement, instrument or document executed in connection
with the exercise of the authority granted to the Adviser herein to act on
behalf of the Trust, including without limitation the reasonable costs, expenses
and disbursements in connection with defending such Indemnified Party against
any claim or liability related to the exercise or performance of any of the
Adviser's powers or duties under this Limited Power of Attorney or any of the
other agreements, instruments or documents executed in connection with the
exercise of the authority granted to the Adviser herein to act on behalf of the
Trust, or the taking of any action under or in connection with any of the
foregoing. The obligations of the Trust under this paragraph shall survive the
termination of this Limited Power of Attorney with respect to actions taken by
the Adviser on behalf of the Trust during the term of this Limited Power of
Attorney.
Any person, partnership, corporation or other legal entity dealing with the
Adviser in its capacity as attorney-in-fact hereunder for the Trust is hereby
expressly put on notice that the Adviser is acting solely in the capacity as an
agent of the Trust and that any such person, partnership, corporation or other
legal entity must look solely to the Trust for enforcement of any claim against
the Trust, as the Adviser assumes no personal liability whatsoever for
obligations of the Trust entered into by the Adviser in its capacity as
attorney-in-fact for the Trust.
Each person, partnership, corporation or other legal entity which deals
with the Trust through the Adviser in its capacity as agent and attorney-in-fact
of the Trust, is hereby expressly put on notice that all persons or entities
dealing with the Trust must look solely to the Trust on whose behalf the Adviser
is acting pursuant to its powers hereunder for enforcement of any claim against
the Trust, as the Trustees, officers and/or agents of such Trust and the
shareholders of the Trust assume no personal liability whatsoever for
obligations entered into on behalf of the Trust.
The Trust hereby agrees that no person, partnership, corporation or other
legal entity dealing with the Adviser shall be bound to inquire into the
Adviser's power and authority hereunder and any such person, partnership,
corporation or other legal entity shall be fully protected in relying on such
power or authority unless such person, partnership, corporation or other legal
entity has received prior written notice from the Trust that this Limited Power
of Attorney has been revoked. This Limited Power of Attorney shall be revoked
and terminated automatically upon the cancellation or termination of the
Investment Advisory Contract between the Trust and the Adviser. Except as
provided in the immediately preceding sentence, the powers and authorities
herein granted may be revoked or terminated by the Trust at any time provided
that no such revocation or termination shall be effective until the Adviser has
received actual notice of such revocation or termination in writing from the
Trust.
This Limited Power of Attorney constitutes the entire agreement between the
Trust and the Adviser, may be changed only by a writing signed by both of them,
and shall bind and benefit their respective successors and assigns; provided,
however, the Adviser shall have no power or authority hereunder to appoint a
successor or substitute attorney in fact for the Trust.
This Limited Power of Attorney shall be governed and construed in
accordance with the laws of the Commonwealth of Pennsylvania without reference
to principles of conflicts of laws. If any provision hereof, or any power or
authority conferred upon the Adviser herein, would be invalid or unexercisable
under applicable law, then such provision, power or authority shall be deemed
modified to the extent necessary to render it valid or exercisable while most
nearly preserving its original intent, and no provision hereof, or power or
authority conferred upon the Adviser herein, shall be affected by the invalidity
or the non-exercisability of another provision hereof, or of another power or
authority conferred herein.
This Limited Power of Attorney may be executed in as many identical
counterparts as may be convenient and by the different parties hereto on
separate counterparts. This Limited Power of Attorney shall become binding on
the Trust when the Trust shall have executed at least one counterpart and the
Adviser shall have accepted its appointment by executing this Limited Power of
Attorney. Immediately after the execution of a counterpart original of this
Limited Power of Attorney and solely for the convenience of the parties hereto,
the Trust and the Adviser will execute sufficient counterparts so that the
Adviser shall have a counterpart executed by it and the Trust, and the Trust
shall have a counterpart executed by the Trust and the Adviser. Each counterpart
shall be deemed an original and all such taken together shall constitute but one
and the same instrument, and it shall not be necessary in making proof of this
Limited Power of Attorney to produce or account for more than one such
counterpart.
IN WITNESS WHEREOF, the Trust has caused this Limited Power of Attorney to
be executed by its duly authorized officer as of the date first written above.
FEDERATED INCOME TRUST
By: /S/ XXXXXXXX X. XXXXX-MALUS
---------------------------
Name: Xxxxxxxx X. Xxxxx-Xxxxx
Title: Vice President
Accepted and agreed to this
31st day of March, 1999
FEDERATED INVESTMENT MANAGEMENT COMPANY
By: /S/ X. XXXXXX XXXXXXXXX
Name: X. Xxxxxx Xxxxxxxxx
Title: Vice President
