FEDERATED STOCK AND BOND FUND INVESTMENT ADVISORY CONTRACT
Exhibit
d(viii) under Form N-1A
Exhibit
10 under Item 601/Reg. S-K
FEDERATED
STOCK AND BOND FUND
This Contract is made this 1st day of
June, 2008, between
Federated Global Investment
Management Corp., a Delaware business Trust having its principal
place of business in Pittsburgh, Pennsylvania (the
"Adviser"), and Federated Stock
and Bond Fund, 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 for each of the portfolios ("Funds") of the Trust which executes an
exhibit to this Contract, and Adviser accepts the appointments. Subject to the
direction of the Trustees, 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 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. Each
Fund shall pay or cause to be paid all of its own expenses and its allocable
share of Trust 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, 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 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 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 Trust to indemnify its
officers and Trustees
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 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 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 Trustees 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 Trustees
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 Trustees of the Trust 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, Trust, or Trusts 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, 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 Trust (or any Fund) or for
itself or its affiliates which mentions the Trust (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 Trust (or any Fund). 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 a particular Fund and of the Trust with respect to that
particular Fund be limited solely to the assets of that particular Fund, and
Adviser shall not seek satisfaction of any such obligation from any other Fund,
the shareholders of any Fund, the Trustees, officers, employees
or agents of the Trust, or any of them.
14. The
Trust and the Funds are
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
and the Funds 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 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.
16. 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”
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 and Bond
Fund”. The name “Federated Stock and Bond Fund”
will continue to be used by the Trust and each Fund 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.
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– FSBF-ADV-0608
EXHIBIT
A
to
the
Federated
Stock and Bond Fund
For all services rendered by Adviser
hereunder, the Trust 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 Trust, plus 4.5% of
the gross income of theTrust. 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 Trust shall be accrued daily at the rate of
1/365th of
0.55% applied to the daily net assets of the Trust.
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
Trust.
The advisory fee so accrued shall be
paid to Adviser daily
Witness the due execution hereof this
1st
day of June, 2008.
Federated
Stock and Bond Fund
By:
Name: J.
Xxxxxxxxxxx Xxxxxxx
Title: President
Federated
Global Investment Management Corp.
By:
Name: Xxxx
X. Xxxxxx
Title: President
and CEO
LIMITED POWER OF
ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, dated
as of June 1, 2008 that Federated Stock and Bond Fund, a Trust duly organized
under the laws of the Commonwealth of Massachusetts (the “Trust”), does hereby
nominate, constitute and appoint Federated Global Investment Management Corp., 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, 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 Trust
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 June 1, 2008 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 any of the Funds.
The Trust 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 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. 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 Trust
acting on behalf of any other Fund hereunder.
Any person, partnership, Trust 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, Trust or other legal entity must look solely to the Trust in
question 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, Trust or
other legal entity which deals with a Fund of the Trust 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 Trust must look
solely to the assets of the Fund of the Trust 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 Trust and the other Funds of the Trust
assume no personal liability whatsoever for obligations entered into on behalf
of such Fund of the Trust, and (ii) that the rights, liabilities and obligations
of any one Fund are separate and distinct from those of any other Fund of the
Trust.
The execution of this Limited Power of
Attorney by the Trust 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 Trust on whose behalf the Adviser was acting
pursuant to the authority granted hereunder.
The Trust hereby agrees that no person,
partnership, Trust 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, Trust or other legal entity shall be fully protected in relying on
such power or authority unless such person, partnership, Trust 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
Stock and Bond Fund
By:
Name: J.
Xxxxxxxxxxx Xxxxxxx
Title: President
Accepted
and agreed to this
1st day of
June, 2008
Federated
Global Investment Management Corp.
By:
Name: Xxxx
X. Xxxxxx
Title: President
and CEO