Exhibit d (vi) under Form N-1A
Exhibit 10 under Item 601/Reg.S-K
INVESTMENT ADVISORY CONTRACT
This Contract is made this 22nd day of February, 2002, between
Federated Investment Management Company, a Delaware business
trust having its principal place of business in Pittsburgh, Pennsylvania
(the "Adviser"), and Federated Index Trust, aNULL 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 the Adviser is engaged in the business of rendering investment
advisory services.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. The Trust hereby appoints the Adviser as Investment Adviser for
each of the portfolios of the Trust which executes an exhibit to this
Contract (individually, "Fund" and collectively, "Funds"), and the Adviser
accepts the appointments. Notwithstanding the foregoing, the parties
acknowledge and agree that the Adviser will not perform any of the investment
advisory services contemplated herein, and will not be entitled to any
payment of fees, for that period of time during which a Fund has invested all
of its assets in another registered investment company. If the Trustees
determine that it is in the best interest of Fund shareholders for the
Adviser to directly manage, or to engage a subadviser to manage, the assets
of a Fund, the Trustees may direct (a) the Adviser to perform (and/or
delegate to a sub-adviser to perform) the investment advisory services
contemplated herein; and (b) the Fund to pay the fees set forth in the
exhibits hereto.
2. The Adviser, in its supervision of the investments of each of the
Funds shall 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 shall 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 the Adviser and shall
automatically terminate in the event of any assignment. The 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 the Adviser, the 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. The 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 the 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. The 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 Federated Investors, Inc., has
reserved the right to grant the non-exclusive use of the name Federated Index
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 Index Trust. The name Federated Index Trust 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.
EXHIBIT A
to the
Investment Advisory Contract
Large Cap Index Fund
For all services rendered by Adviser hereunder, the above-named Fund of
the Federated Index 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 0.20% of the average daily net assets of the
Fund.
The portion of the fee based upon the average daily net assets of the
Fund shall be accrued daily at the rate of 1/365th of 0.20 of 1% applied to
the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this 22nd day of February, 2002.
Federated Index Trust
By:
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Name: /s/ J. Xxxxxxxxxxx Xxxxxxx
J. Xxxxxxxxxxx Xxxxxxx
Title: President
Federated Investment Management Company
By:
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Name: /s/Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
Title: President/CEO
