Exhibit (h)v under N-1A
Exhibit (10) under Item 601/Reg.S-K
FEDERATED INDEX TRUST
SUPERVISORY AND ADMINISTRATIVE SERVICES CONTRACT
This Contract is made between FEDERATED INVESTMENT MANAGEMENT COMPANY,
a Delaware business trust having its principal place of business in
Pittsburgh, Pennsylvania ("FIMCo"), and Federated Index Trust, a
Massachusetts business trust having its principal place of business in
Pittsburgh, Pennsylvania (the "Trust").
The parties hereto, intending to be legally bound, hereby agree as
follows:
1. The Trust is an open-end management investment company as that term
is defined in the Investment Company Act of 1940 ("Act") and is registered as
such with the Securities and Exchange Commission; and
2. The Trust hereby appoints FIMCo as supervisor and administrator for
each of the portfolios ("Funds") of the Trust which executes an exhibit to
this Contract, and FIMCo accepts the appointments.
3. Subject to the supervision and control of the Trust's Board of
Trustees, FIMCo will provide (or cause to be provided) facilities, equipment
and personnel to carry out (a) supervisory or management services with
respect to the investments of the Funds, and (b) administrative services for
operation of the business and affairs of the Trust, as set forth on the
exhibits to this Contract. Notwithstanding the foregoing, the parties
acknowledge and agree that FIMCo will not provide any of the supervisory or
management services contemplated herein, and will not be entitled to payment
of fees therefor, to the extent that FIMCo is providing investment advisory
services under the Investment Advisory Contract dated February 20, 2002, and
receiving fees therefor.
4. Except as set forth on the applicable exhibit to this Contract,
each Fund shall pay all of its own expenses and its allocable share of Trust
expenses, including, without limitation, the expenses of organizing the Trust
and continuing it's existence; fees and expenses of Trustees and officers of
the Trust; fees for investment supervisory services and administrative
personnel and services; fees and expenses of preparing and printing its
Registration Statements under the Securities Act of 1933 and the Act and any
amendments thereto; expenses of registering and qualifying the Trust, the
Funds, and shares of the Funds ("Shares") 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 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 Trustees,
officers, employees, shareholders, distributors, and agents with respect
thereto.
5. Each of the Funds shall pay to FIMCo, for all services rendered to
each Fund by FIMCo hereunder, the fees set forth in the exhibits hereto.
6. FIMCo 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 FIMCo 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) FIMCo 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 FIMCo.
9. This Contract may not be assigned by FIMCo and shall automatically
terminate in the event of any assignment. FIMCo 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 FIMCo, FIMCo 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
parities, 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 parities to this Contract or interested persons, as defined in
Section 2(a)(19) of the Act, 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 on behalf of a Fund by the holders of a majority of the
outstanding voting securities of such Fund, as defined in Section 2(a)(42) of
the Act.
12. FIMCo 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 FIMCo 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.
13. The Trust is hereby expressly put on notice of the limitation of
liability as set forth in the Declaration of Trust of FIMCo and agrees that
the obligations assumed by FIMCo pursuant to this Contract shall be limited
in any case to FIMCo pursuant to this Contract shall be limited in any case
to FIMCo and its assets and, except to the extent permitted by the Investment
Company Act of 1940, the Trust shall not seek satisfaction of any such
obligation from the shareholders of the FIMCo, the Trustees, officers,
employees or agents of FIMCo, or any of them.
14. FIMCo 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. FIMCo 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 Funds, in each instance in furtherance of
fulfilling FIMCo'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 Index
Trust or any derivative thereof to any other investment company, investment
company portfolio, investment manager, 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.
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.
EXHIBIT A
Services Exhibit
Federated Large Cap Index Fund
Section 1. Supervisory Services
On behalf of the Trust and the Fund, FIMCo will provide (or will cause to be
provided) facilities, equipment and personnel to:
a. Supervise the Fund's investment in a master fund;
b. Verify that the master fund invests in accordance with the
limitations and restrictions set forth in its registration
statement;
c. Monitor tracking deviations between the master fund and the
benchmark index;
d. Report to the Board of Trustees regarding master fund and Fund
performance; and
e. Recommend that the Fund withdraw from the master fund, if
appropriate.
FIMCo will be guided by each of the Fund's investment objectives 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 Statement and
exhibits as may be on file with the Securities and Exchange Commission, all
as communicated by the Trust to FIMCo.
Section 2. Management Services
On behalf of the Trust and the Fund, FIMCo will provide (or will cause to be
provided) facilities, equipment and personnel to:
a. Select subadvisers based on the subadvisers' skills in managing
assets and indexing capabilities;
b. Verify that the subadviser invests in accordance with the
limitations and restrictions set forth in the Fund's registration
statement;
c. Monitor tracking deviations between the Fund and benchmark index;
d. Report to the Board of Trustees regarding Fund performance; and
e. Recommend that the services of a subadviser be terminated, if
appropriate.
FIMCo will be guided by each of the Fund's investment objectives 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, all
as communicated by the Trust to FIMCo.
Section 3. Administrative Services.
On behalf of the Trust and the Fund, FIMCo will provide (or will cause to be
provided) facilities, equipment and personnel to:
a. prepare, file, and maintain the Trust's governing documents,
including the Declaration of Trust (which has already been
prepared and filed), the By-laws, minutes of meetings of Trustees
and shareholders, and proxy statements for meeting of
shareholders;
b. prepare and file with the Securities and Exchange Commission and
the appropriate state securities authorities the registration
statements for the Trust and the Trust's shares and all
amendments thereto, reports to regulatory authorities and
shareholders, prospectuses, proxy statements, and such other
documents as may be necessary or convenient to enable the Trust
to make a continuous offering of its shares;
c. prepare, negotiate, and administer contracts on behalf of the
Trust with, among others, the Trust's distributor, custodian, and
transfer agent;
d. supervise the Trust's custodian in the maintenance of the Trust's
general ledger and in the preparation of the Trust's financial
statements, including oversight of expense accruals and payments,
of the determination of the net asset value of the Trust's assets
and of the Trust's shares, and of the declaration and payment of
dividends and other distributions to shareholders;
e. calculate performance data of the Trust for dissemination to
information services covering the investment company industry;
f. prepare and file the Trust's tax returns;
g. examine and review the operations of the Trust's custodian and
transfer agent;
h. coordinate the layout and printing of publicly disseminated
prospectuses and reports;
i. perform internal audit examinations in accordance with a charter
to be adopted by the Trust;
j. assist with the design, development, and operation of the Trust;
k. provide individuals reasonably acceptable to the Trust's Board of
Trustees for nomination, appointment or election as officers of
the Trust who will be responsible for the management of certain
of the Trust's affairs as determined by the Trust's Board of
Trustees; and
l. advise the Trust and its Board of Trustees on matters concerning
the Trust and its affairs.
EXHIBIT B
Fee Schedule
Federated Large Cap Index Fund
For all services rendered by FIMCo hereunder, the above-named Fund of
Federated Index Trust shall pay to FIMCo and FIMCO agrees to accept as full
compensation for all services rendered hereunder, an annual fee in an amount
equal to .15 of 1% of the average daily net assets of the Fund. Such fee
shall accrue and be paid daily.
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 0.15 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 20th day of February, 2002.
FEDERATED INVESTMENT
MANAGEMENT COMPANY
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: President/CEO
FEDERATED INDEX TRUST
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
