FEDERATED STOCK AND BOND FUND INVESTMENT ADVISORY CONTRACT
Exhibit
d(8) 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.
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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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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 the Trust. 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.
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Federated
Stock and Bond Fund
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By:
/s/ J. Xxxxxxxxxxx Xxxxxxx
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Name:
J. Xxxxxxxxxxx Xxxxxxx
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Title:
President
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Federated
Global Investment Management Corp.
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By:
/s/ Xxxx X. Xxxxxx
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Name:
Xxxx X. Xxxxxx
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Title:
President and CEO
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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.
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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.
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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.
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Federated
Stock and Bond Fund
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By:
/s/ J. Xxxxxxxxxxx Xxxxxxx
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Name:
J. Xxxxxxxxxxx Xxxxxxx
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Title:
President
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Accepted
and agreed to this
1st
day of June, 2008
Federated
Global Investment Management Corp.
By:
/s/ Xxxx X. Xxxxxx
Name:
Xxxx X. Xxxxxx
Title:
President and CEO
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