Exhibit 6 under Form N1-A
Exhibit 1 under Item 601/Reg. S-K
FEDERATED STOCK TRUST
DISTRIBUTOR'S CONTRACT
This Agreement is entered into this 1st day of August, 1989, between
Federated Stock Trust (the "Fund"), a Massachusetts business trust, and
FEDERATED SECURITIES CORP. ("FSC"), a Pennsylvania corporation.
In consideration of the mutual convenants hereinafter contained, it is
hereby agreed by and among the parties hereto as follows:
1. The Fund hereby appoints FSC its agent to sell and distribute
shares of the Fund ("Shares") at the current offering price thereof as described
and set forth in the current prospectus of the Fund.
2. The sale of Shares may be suspended with or without prior notice
whenever in the judgment of the Fund it is in its best interest to do so.
3. Neither FSC nor any other person is authorized by the Fund to
give any information or to make any representation relative to the Shares other
than those contained in the Registration Statement or Prospectus and Statement
of Additional Information filed with the Securities and Exchange Commission as
the same may be amended from time to time or in any supplemental information to
said Prospectus or Statement of Additional Information approved by the Fund.
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 Fund. FSC agrees that in
offering or selling Shares as agent of the Fund, 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., all sales literature
before using the same and will not use such sales literature if disapproved by
the Fund.
4. This Agreement shall continue in effect for two years from the
date of its execution and thereafter for successive periods of one year if such
continuance is approved at least annually by the Trustees of the Fund including
a majority of the Trustees of the Fund who are not parties to this Agreement or
interested persons of any such party (other than as Trustees of the Fund) cast
in person at a meeting called for that purpose. This Agreement may be
terminated at any time by mutual consent of the Fund and FSC.
5. This Agreement may not be assigned by FSC and shall automatically
terminate in the event of any assignment as defined in the Investment Company
Act of 1940, provided, however, that FSC may employ such other person, persons,
corporation or corporations as it shall determine in order to assist in it
carrying out its duties under this Agreement.
6. FSC shall not be liable to the Fund or any shareholder of the
Fund 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.
7. 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 Fund including a majority of the Trustees of the Fund who
are not parties to this Agreement or interested persons of any such party (other
than as Trustees of the Fund) cast in person at a meeting called for that
purpose.
8. This Agreement shall be construed in accordance with and governed
by the laws of the Commonwealth of Pennsylvania.
9. (a) Subject to the conditions set forth below, the Fund 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 and Exchange 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 of the
Prospectus and Statement of Additional Information (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 Fund with respect to FSC
by or on behalf of FSC expressly for use in the Registration Statement or
Prospectus and Statement of Additional Information, or any amendment or
supplement thereof.
(b) If any action is brought against FSC or any controlling
person thereof in respect of which indemnity may be sought against the Fund
pursuant to subsection (a), FSC shall promptly notify the Fund in writing of the
institution of such action and the Fund shall assume the defense of such action,
including the employment of counsel selected by the Fund 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 Fund in
connection with the defense of such action or the Fund 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 Fund. Anything in this paragraph
to the contrary notwithstanding, the Fund shall not be liable for any settlement
of any such claim or action effected without its written consent. The Fund
agrees promptly to notify FSC of the commencement of any litigation or
proceedings against the Fund or any of its officers or Trustees or controlling
persons in connection with the issue and sale of Shares or in connection with
such Registration Statement or Prospectus and Statement of Additional
Information.
(c) FSC agrees to indemnify and hold harmless the Fund, each of
its Trustees, each of its officers who have signed the Registration Statement
and each other person, if any, who controls the Fund 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 Prospectus and reliance
upon, and in conformity with, information furnished to the Fund with respect to
FSC by or on behalf of FSC expressly for use in the Registration Statement or
Prospectus and Statement of Additional Information or any amendment or
supplement thereof. In case any action shall be brought against the Fund or any
other person so indemnified based on the Registration Statement or Prospectus
and Statement of Additional Information, or any amendment or supplement thereof,
and in respect of which indemnity may be sought against FSC, FSC shall have the
rights and duties given to the Fund, and the Fund and each other person so
indemnified shall have the rights and duties given to FSC by the provisions of
subsection (b) above.
(d) Nothing herein contained shall be deemed to protect any
person against liability to the Fund or its shareholders to which such person
would otherwise be subject to 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.
(e) Insofar as indemnification for liabilities may be permitted
pursuant to Section 17 of the Investment Company Act of 1940 for FSC or
Trustees, officers and controlling persons of the Fund by the Fund pursuant to
this Agreement, the Fund 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 Fund 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 Trustees who are not interested
persons of the Fund 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 Fund 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 FSC or an officer, Trustee or
controlling person of the Fund 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 Fund is insured against losses arising by reason of
any lawful advances; or
(iii) a majority of a quorum of disinterested non-party 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.
10. FSC is hereby expressly put on notice of the limitation of
liability as set forth in Article XI of the Declaration of Trust of the Fund and
agrees that the obligations assumed by the Fund pursuant to this Agreement shall
be limited in any case to the Fund and its assets and FSC shall not seek
satisfaction of any such obligation from the shareholders of the Fund, the
Trustees, officers, advisers, employees or agents of the Fund, or any of them.
IN WITNESS WHEREOF, this Agreement has been duly executed on the day
and year first above written.
ATTEST: FEDERATED SECURITIES CORP.
By: /s/ S. Xxxxxxx Xxxxx By: /s/ Xxxxxxx X. Xxxxxx
Secretary President
(SEAL)
ATTEST: FEDERATED STOCK TRUST
By: /s/ Xxxx X. XxXxxxxxx By: /s/ Xxxx X. Xxxxxxx
Secretary Vice President
