FEDERATED STOCK TRUST INVESTMENT ADVISORY CONTRACT
Exhibit
10 under Item 601/RegsS-K
This Contract is made this 1st day
of April, 2009, between Federated MDTA, LLC, a Delaware limited liability
company having its principal place of business in Pittsburgh, Pennsylvania (the
"Adviser"), and Federated Stock Trust, a Massachusetts business trust having its
principal place of business in Pittsburgh, Pennsylvania (the
“Trust”).
WHEREAS the Trust 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
Trust hereby appoints Adviser as Investment Adviser, and Adviser accepts the
appointment. Subject to the direction of the Trustees, Adviser shall provide
investment research and supervision of the investments of theTrust and conduct a
continuous program of investment evaluation and of appropriate sale or other
disposition and reinvestment of Trust assets.
2. Adviser,
in its supervision of the investments of the Trust will be guided by the Trust’s
investment objective and policies and the provisions and restrictions contained
in the Declaration of Trust and By-Laws of the Trust and as set forth
in the Registration Statements and exhibits as may be on file with the
Securities and Exchange Commission.
3. The
Trust shall pay or cause to be paid all of its own expenses, including, without
limitation, the expenses of organizing the Trust and continuing its
existence; fees and expenses of Trustees 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, and Shares of the Trust 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 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 Trust. The Trust shall pay such extraordinary expenses as
may arise including expenses incurred in connection with litigation,
proceedings, and claims and the legal obligations of the Trust to
indemnify its officers and Trustees and agents with respect
thereto.
4. The
Trust shall pay to Adviser, for all services rendered by Adviser hereunder, the
fees set forth in the exhibits attached hereto.
5. The
net asset value of the Trust'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 to the extent that Trust expenses exceed such lower
expense limitation as the Adviser may voluntarily declare to be
effective.
7. This
Contract shall begin for the Trust as of the date of execution of the applicable
exhibit and shall continue in effect with respect 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 Trustees of the Trust, including
a majority of the Trustees 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 the Trust 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.
8. Notwithstanding
any provision in this Contract, it may be terminated at any time, without the
payment of any penalty, by the Trustees of the Trust or by a vote of the
shareholders of the Trust 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 Trust 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 Trustees
of the Trust 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 Trust) cast in person at a meeting called for that purpose, and,
where required by Section 15(a)(2) 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 Trust or for itself or its
affiliates which mentions the Trust 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 Trust. The Trust 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. 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 pursuant
to this Contract of the Trust be limited solely to the assets of the Trust, the
shareholders of the Trust, the Trustees, officers, employees or agents of the
Trust, or any of them.
14. The
Trust is hereby expressly put on notice of the limitation of liability as set
forth in the Declaration of Trust 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 Trust shall not seek
satisfaction of any such obligation from the shareholders of the Adviser, the
Trustees, officers, employees, or agents of the Adviser, or any of
them.
15. Adviser
agrees to maintain the security and confidentiality of nonpublic personal
information (NPI”) of Trust 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 Trust, 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.
16. The
parties hereto acknowledge that Federated Investors, Inc., has reserved the
right to grant the non-exclusive use of the name “Federated Stock Trust” or any
derivative thereof to any other investment company, investment company
portfolio, investment adviser, distributor or other business enterprise, and to
withdraw from the Trust and one or more of the Funds the use of the name
“Federated Stock Trust”. The name “Federated Stock Trust” will
continue to be used by the Trust so long as such use is mutually
agreeable to Federated Investors, Inc. and the Trust.
17. This
Contract shall be construed in accordance with and governed by the laws of the
Commonwealth of Pennsylvania.
18. This
Contract will become binding on the parties hereto upon their execution of the
attached exhibits to this Contract.
EXHIBIT
A
to
the
Adviser agrees to accept as full
compensation for all services rendered hereunder an investment advisory fee at
an annual rate ranging from 0.75 of 1% on the first $500 million of average
daily net assets of the Fund to 0.40 of 1% on average daily net assets in excess
of $2 billion as specified below:
|
Maximum
Investment
Advisory Fee
|
Average Daily Net Assets of the
Fund
|
|
.75%
|
on
the first $500 million
|
|
.675%
|
on
the next $500 million
|
|
.600%
|
on
the next $500 million
|
|
.525%
|
on
the next $500 million
|
|
.40%
|
on
amounts in excess of $2,000,000,000
|
Adviser
shall reimburse the Trust (limited to the amount of the gross investment
advisory fee computed in accordance with the provisions of subparagraph (a) of
this paragraph 4) in any fiscal year or portion thereof, the amount, if any, by
which the aggregate normal operating expenses of the Trust, including the gross
investment advisory fees, expenses of withholding taxes and extraordinary
expenses for such fiscal year or portion thereof exceed 1% of the average daily
net assets of the Trust for such period. This obligation does not
include any expenses incurred by shareholders who choose to avail themselves of
the Transfer Agent’s sub-accounting facilities. Such reimbursement
will be accounted for and adjusted annual in accordance with generally accepted
accounting principles and any Rules and regulations of the Securities and
Exchange Commission applicable thereto.
Such fee
shall be accrued daily at a rate of 1/365th of the investment advisory fee as
set forth in the schedule above applied to the daily net assets of the
Trust. The advisory fee so accrued shall be paid to Adviser
daily.
Witness the due execution hereof this
1st day
of April, 2009.
By: /s/ J.
Xxxxxxxxxxx Xxxxxxx
Name: J.
Xxxxxxxxxxx Xxxxxxx
Title: President
FEDERATED
MDTA, LLC
By: /s/ Xxxx X.
Xxxxxx
Name: Xxxx
X. Xxxxxx
Title: President
and CEO
LIMITED POWER OF
ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, dated
as of April 1, 2009, that Federated Stock Trust, a business trust duly organized
under the laws of the Commonwealth of Massachusetts (the “Trust”), does hereby
nominate, constitute and appoint Federated MDTA, LLC, a limited liability
company 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.
By: /s/ J.
Xxxxxxxxxxx Xxxxxxx
Name: J.
Xxxxxxxxxxx Xxxxxxx
Title: President
Accepted
and agreed to this
April 1,
2009
Federated
MDTA, LLC
By: /s/ Xxxx X.
Xxxxxx
Name: Xxxx
X. Xxxxxx
Title: President
and CEO
