Exhibit (d)(v) under Form N-1A
Exhibit (10) under Item 601/Reg. S-K
FEDERATED STOCK AND BOND FUND, INC.
INVESTMENT ADVISORY CONTRACT
This Contract is made this 17th day of August, 2007, between Federated
Global Investment Management Corp., a = "corporation" " " "" Delaware business
corporation having its principal place of business in New York, New York (the
"Adviser"), and Federated Stock and Bond Fund, Inc., a= "corporation" "" ""
Maryland corporation having its principal place of business in Pittsburgh,
Pennsylvania (the "Corporation ").
WHEREAS the Corporation is an open-end management investment company as
that term is defined in the Investment Company Act of 1940, as amended, and is
registered as such with the Securities and Exchange Commission; and
WHEREAS 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 Corporation hereby appoints Adviser as Investment Adviser for
each of the portfolios ("Funds") of the Corporation which executes an exhibit to
this Contract, and Adviser accepts the appointments. Subject to the direction of
the Directors, Adviser shall provide investment research and supervision of the
investments of the Funds and conduct a continuous program of investment
evaluation and of appropriate sale or other disposition and reinvestment of each
Fund's assets.
2. Adviser, in its supervision of the investments of each of the Funds
will be guided by each of the Fund's investment objective and policies and the
provisions and restrictions contained in the Articles of Incorporation and By-
Laws of the Corporation and as set forth in the Registration Statements and
exhibits as may be on file with the Securities and Exchange Commission.
3. Each Fund shall pay or cause to be paid all of its own expenses and
its allocable share of Corporation expenses, including, without limitation, the
expenses of organizing the Corporation and continuing its existence; fees and
expenses of Directors and officers of the Trust; fees for investment advisory
services and administrative personnel and services; expenses incurred in the
distribution of its shares ("Shares"), including expenses of administrative
support services; fees and expenses of preparing and printing its Registration
Statements under the Securities Act of 1933 and the Investment Company Act of
1940, as amended, and any amendments thereto; expenses of registering and
qualifying the Trust/Corporation, the Funds, and Shares of the Funds under
federal and state laws and regulations; expenses of preparing, printing, and
distributing prospectuses (and any amendments thereto) to shareholders; 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 Directors 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 Corporation and the Funds. Each
Fund will also pay its allocable share of such extraordinary expenses as may
arise including expenses incurred in connection with litigation, proceedings,
and claims and the legal obligations of the Corporation to indemnify its
officers and Directors and agents with respect thereto.
4. Each of the Funds shall pay to Adviser, for all services rendered
to each Fund by Adviser hereunder, the fees set forth in the exhibits attached
hereto.
5. The net asset value of each Fund's Shares as used herein will be
calculated to the nearest 1/10th of one cent.
6. The Adviser may from time to time and for such periods as it deems
appropriate reduce its compensation (and, if appropriate, assume expenses of one
or more of the Funds) to the extent that any Fund's expenses exceed such lower
expense limitation as the Adviser may, by notice to the Fund, voluntarily
declare to be effective.
7. This Contract shall begin for each Fund as of the date of execution
of the applicable exhibit and shall continue in effect with respect to each Fund
presently set forth on an exhibit (and any subsequent Funds added pursuant to an
exhibit during the initial term of this Contract) for two years from the date of
this Contract set forth above and thereafter for successive periods of one year,
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 the Directors of the Trust,
including a majority of the Directors who are not parties to this Contract or
interested persons of any such party cast in person at a meeting called for that
purpose; and (b) Adviser shall not have notified a 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 with respect to that Fund.
If a Fund is added after the first approval by the Directors as described above,
this Contract will be effective as to that Fund upon execution of the applicable
exhibit and will continue in effect until the next annual approval of this
Contract by the Directors and thereafter for successive periods of one year,
subject to approval as described above.
8. Notwithstanding any provision in this Contract, it may be
terminated at any time with respect to any Fund, without the payment of any
penalty, by the Directors of the Trust/Corporation or by a vote of the
shareholders of that Fund on sixty (60) days' written notice to Adviser.
9. 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 at its
own cost and expense as it shall determine in order to assist it in carrying out
this Contract.
10. 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 Corporation or to any of the
Funds or to 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, or sale of any security.
11. 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 Directors of the Trust/Corporation including a majority of the
Directors who are not parties to this Contract or interested persons of any such
party to this Contract (other than as Directors of the Trust) cast in person at
a meeting called for that purpose, and, where required by Section 15(a)(2) of
the Act, on behalf of a Fund by a majority of the outstanding voting securities
of such Fund as defined in Section 2(a)(42) of the Act.
12. The Adviser acknowledges that all sales literature for investment
companies (such as the Trust) are subject to strict regulatory oversight. The
Adviser agrees to submit any proposed sales literature for the Corporation (or
any Fund) or for itself or its affiliates which mentions the Corporation (or any
Fund) to the Trust's distributor for review and filing with the appropriate
regulatory authorities prior to the public release of any such sales literature,
provided, however, that nothing herein shall be construed so as to create any
obligation or duty on the part of the Adviser to produce sales literature for
the Corporation (or any Fund). The Corporation agrees to cause its distributor
to promptly review all such sales literature to ensure compliance with relevant
requirements, to promptly advise Adviser of any deficiencies contained in such
sales literature, to promptly file complying sales literature with the relevant
authorities, and to cause such sales literature to be distributed to prospective
investors in the Trust.
13. The Corporation and the Funds are hereby expressly put on notice of
the limitation of liability as set forth in the Declaration of Corporation of
the Adviser and agree 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,
as amended, the Corporation and the Funds shall not seek satisfaction of any
such obligation from the shareholders of the Adviser, the Directors, officers,
employees, or agents of the Adviser, or any of them.
14. Adviser 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. Adviser agrees to use and
redisclose such NPI for the limited purposes of processing and servicing
transactions; for specific law enforcement and miscellaneous purposes; and to
service providers or in connection with joint marketing arrangements directed by
the Fund(s), in each instance in furtherance of fulfilling Adviser's obligations
under this Contract and consistent with the exceptions provided in 17 CFR
Sections 248.14, 248.15 and 248.13, respectively.
15. The parties hereto acknowledge that Federated Investors, Inc., has
reserved the right to grant the non-exclusive use of the name "Federated Stock
and Bond Fund, Inc." or any derivative thereof to any other investment company,
investment company portfolio, investment adviser, distributor or other business
enterprise, and to withdraw from the Corporation and one or more of the Funds
the use of the name "Federated Stock and Bond Fund, Inc.". The name "Federated
Stock and Bond Fund, Inc." will continue to be used by the Corporation and each
Fund so long as such use is mutually agreeable to Federated Investors, Inc. and
the Trust.
16. This Contract shall be construed in accordance with and governed by
the laws of the Commonwealth of Pennsylvania.
17. This Contract will become binding on the parties hereto upon their
execution of the attached exhibits to this Contract.
Page 1
EXHIBIT A
to the
Investment Advisory Contract
FEDERATED STOCK AND BOND FUND, INC.
For all services rendered by Adviser hereunder, the Corporation shall pay
to Adviser and Adviser agrees to accept as full compensation for all services
rendered hereunder, an annual investment advisory fee equal to 0.55% of the
average daily net assets of the Corporation, plus 4.5% of the gross income of
the Corporation. Gross income includes, in general, discount earned on U.S.
Treasury bills and agency discount notes, interest received on all interest-
bearing obligations and dividend income recorded on the ex-dividend date, but
does not include capital gains or losses or a reduction from expenses.
The portion of the fee based upon the average daily net assets of the
Corporation shall be accrued daily at the rate of 1/365th of 0.55% applied to
the daily net assets of the Corporation.
The portion of the fee based upon gross income shall be accrued daily at
the rate of 4.5% of the gross income of the Corporation.
The advisory fee so accrued shall be paid to Adviser daily
Witness the due execution hereof this 17th day of August, 2007.
FEDERATED STOCK AND BOND FUND, INC.
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
FEDERATED GLOBAL INVESTMENT MANAGEMENT
CORP.
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: President and CEO
Page 2
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, dated as of August 17, 2007 that
Federated Stock and Bond Fund, Inc., a corporation duly organized under the laws
of the State of Maryland (the "Corporation"), does hereby nominate, constitute
and appoint Federated Global Investment Management Corp., a business corporation
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/Corporation, acting on behalf of each of the series portfolios for which
the Adviser acts as investment adviser shown on Schedule 1 attached hereto and
incorporated by reference herein (each such series portfolio being hereinafter
referred to as a "Fund" and collectively as the "Funds"), 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 a Fund of the
Corporation in accordance with Adviser's supervision of the investment, sale and
reinvestment of the funds and assets of each Fund pursuant to the authority
granted to the Adviser as investment adviser of each Fund under that certain
investment advisory contract dated September 1, 2007 by and between the Adviser
and the Corporation (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
Corporation 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 any of the Funds.
The Corporation hereby agrees to indemnify and save harmless the
Adviser and its Directors, 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 Corporation, 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 Corporation 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 Corporation during the term of
this Limited Power of Attorney. No Fund shall have any joint or several
obligations with any other Fund to reimburse or indemnify an Indemnified Party
for any action, event, matter or occurrence performed or omitted by or on behalf
of the Adviser in its capacity as agent or attorney-in-fact of Corporation
acting on behalf of any other Fund hereunder.
Any person, partnership, corporation or other legal entity dealing
with the Adviser in its capacity as attorney-in-fact hereunder for the
Corporation is hereby expressly put on notice that the Adviser is acting solely
in the capacity as an agent of the Corporation and that any such person,
partnership, corporation or other legal entity must look solely to the
Corporation in question for enforcement of any claim against the Trust, as the
Adviser assumes no personal liability whatsoever for obligations of the
Corporation 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 a Fund of the Corporation through the Adviser in its capacity as
agent and attorney-in-fact of the Trust, is hereby expressly put on notice (i)
that all persons or entities dealing with the Corporation must look solely to
the assets of the Fund of the Corporation on whose behalf the Adviser is acting
pursuant to its powers hereunder for enforcement of any claim against the Trust,
as the Directors, officers and/or agents of such Trust, the shareholders of the
various classes of shares of the Corporation and the other Funds of the
Corporation assume no personal liability whatsoever for obligations entered into
on behalf of such Fund of the Corporation, and (ii) that the rights, liabilities
and obligations of any one Fund are separate and distinct from those of any
other Fund of the Corporation.
The execution of this Limited Power of Attorney by the Corporation
acting on behalf of the several Funds shall not be deemed to evidence the
existence of any express or implied joint undertaking or appointment by and
among any or all of the Funds. Liability for or recourse under or upon any
undertaking of the Adviser pursuant to the power or authority granted to the
Adviser under this Limited Power of Attorney under any rule of law, statute or
constitution or by the enforcement of any assessment or penalty or by legal or
equitable proceedings or otherwise shall be limited only to the assets of the
Fund of the Corporation on whose behalf the Adviser was acting pursuant to the
authority granted hereunder.
The Corporation 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 Corporation
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 Corporation and the
Adviser. Except as provided in the immediately preceding sentence, the powers
and authorities herein granted may be revoked or terminated by the Corporation
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 Corporation.
This Limited Power of Attorney constitutes the entire agreement
between the Corporation 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
Corporation.
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 Corporation when the Corporation 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 Corporation and the Adviser will execute
sufficient counterparts so that the Adviser shall have a counterpart executed by
it and the Trust, and the Corporation shall have a counterpart executed by the
Corporation 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 Corporation has caused this Limited Power
of Attorney to be executed by its duly authorized officer as of the date first
written above.
Federated Stock and Bond Fund, Inc.
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
Accepted and agreed to this
17th day of August, 2007
Federated Global Investment Management Corp.
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: President and CEO
Page 3
