Exhibit No. 5(i) under Form N-1A
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of December 1, 1995, by and between FEDERATED
INVESTMENT PORTFOLIOS, a Massachusetts business trust (the "Trust"),
registered as an open-end diversified management investment company under
the Investment Company Act of 1940, as amended (the "Investment Company
Act"), and FEDERATED MANAGEMENT, a Delaware business trust registered as an
investment adviser under the Investment Advisers Act of 1940 (the
"Adviser").
In consideration of the promises and the mutual covenants herein
contained, the Trust and the Adviser agree as follows:
1. Appointment. The Trust appoints the Adviser to act as
investment adviser to the Trust with respect to the series of the Trust
listed on Exhibit A hereto (the "Series") for the period and on the terms
set forth in this Agreement. The Adviser accepts such appointment and
agrees to provide an investment program for the compensation provided by
this Agreement. In providing the services and assuming the obligations set
forth herein, the Adviser, may, at its own expense, employ one or more
subadvisers; provided that the Adviser understands and agrees that it shall
remain fully responsible for the performance of all the duties set forth in
this Agreement and that it shall supervise the activities of each
subadviser. Any agreement between the Adviser and a subadviser shall be
subject to the renewal, termination and amendment provisions applicable to
this Agreement.
2. Duties of the Subadviser. Subject to the direction and
control of the Adviser and the Board of Trustees of the Trust, the
Subadviser shall:
(a) prepare (or otherwise obtain) and evaluate on both a
macroeconomic and microeconomic level any pertinent research; statistical,
financial and economic data; and other information necessary or appropriate
for the performance of its duties under this Agreement;
(b) formulate and continuously review, supervise, and
administer an investment program for each Series;
(c) determine the securities to be purchased by the Series,
and continuously monitor such securities and the issuers thereof to
determine whether and when to sell, exchange, or take any other action
concerning such securities;
(d) determine whether and how to exercise warrants, voting
rights, or other rights with respect to the Series' securities;
(e) provide valuations with respect to the securities held
by the Series if so requested by the Trustees of the Trust;
(f) render regular reports to the Trust's officers and the
Board of Trustees concerning the investment performance of the Trust, the
Adviser's discharge of its responsibilities under this Agreement, and any
other subject as the Trust's officers or Board of Trustees reasonably may
request; and
(g) assist the Trust's officers in connection with the
operation of the Trust and perform any further acts that may be necessary to
effectuate the purposes of this Agreement.
3. Supervision and Compliance. The activities of the Adviser
shall be subject at all times to the direction and control of the Board of
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Trustees of the Trust and shall comply with: (a) the Declaration of Trust
and By-Laws of the Trust; (b) the Registration Statement of the Trust, as it
may be amended from time to time, including the investment objectives and
policies set forth therein; (c) the Investment Company Act and the
regulations thereunder; (d) the Internal Revenue Code of 1986 and the
regulations thereunder applicable to regulated investment companies; (e) any
other applicable laws or regulations; and (f) such other limitations as the
Adviser or the Board of Trustees of the Trust may adopt.
4. Purchase and Sale of Securities. The Adviser shall, at its
own expense, place orders for the purchase, sale or loan of securities by
the Trust either directly with the issuer or with any broker and/or dealer
who deals in such securities.
(a) In placing orders with brokers and/or dealers, the
Adviser shall use its best efforts to obtain the best net price and the most
favorable execution of its orders, after taking into account all factors it
deems relevant, including the breadth of the market in the security, the
price of the security, the financial condition and execution capability of
the broker and/or dealer, and the reasonableness of the commission, if any,
both for the specific transaction and on a continuing basis.
Consistent with this obligation, the Adviser may, to the extent permitted by
law, purchase and sell portfolio securities to and from brokers who provide
brokerage and research services (within the meaning of Section 28(e) of the
Securities and Exchange Act of 1934) to or for the benefit of the Trust
and/or other accounts over which the Adviser exercises investment
discretion. The Adviser is authorized to pay a broker who provides such
brokerage and research services a commission for effecting a securities
transaction which is in excess of the amount of commission another broker
would have charged for effecting that transaction, if the Adviser determines
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in good faith that such commission was reasonable in relation to the value
of brokerage and research services provided by such broker. This
determination may be viewed in terms of either than particular transaction
or of the overall responsibilities of the Adviser with respect to the
accounts as to which it exercises investment discretion.
(b) The Adviser may execute transactions through itself and
its affiliates on a securities exchange provided that the commissions paid
by the Trust are "reasonable and fair" compared to commissions received by
other brokers having comparable execution capability and provided that the
transactions are effected pursuant to procedures established by the Board of
Trustees of the Trust. An affiliated broker may transmit, clear and settle
transactions for the Trust that are executed on a securities exchange
provided that the affiliated broker arranges for unaffiliated brokers to
execute the transactions.
(c) Notwithstanding the foregoing, the Board of Trustees
periodically shall review the commissions paid by the Trust and determine
whether those commissions were reasonable in relation to the brokerage and
research services received. In addition, the Board of Trustees of the
Trust, in its discretion, may instruct the Adviser to effect all or a
portion of its securities transactions with one or more brokers and/or
dealers selected by the Board of Trustees, if it determines that the use of
such brokers and/or dealers is in the best interest of the Trust.
(d) When the Adviser deems the purchase or sale of a
security to be in the best interest of the Trust as well as other customers,
the Adviser, to the extent permitted by applicable law, may aggregate the
securities to be so sold or purchased in order to obtain the best execution
or lower brokerage commissions. The Adviser also may purchase or sell a
particular security for one or more customers in different amounts.
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Allocations of the securities purchased or sold in either manner, as well as
the expenses incurred in the transactions, will be made by the Adviser in a
manner that is equitable and consistent with applicable law and regulations
and with its fiduciary obligations to the Trust and to such other customers.
5. Expenses.
(a) The Adviser shall furnish at its own expense all office
space, office facilities, equipment and personnel necessary or appropriate
to the performance of its duties under this Agreement. The Adviser also
shall pay the salaries of all personnel of the Trust or the Adviser
performing services related to the Adviser's duties under this Agreement.
(b) It is understood that the Trust will pay all of its
expenses and liabilities, including compensation of its independent
Trustees; taxes and governmental fees; interest charges; fees and expenses
of the Trust's independent auditors and legal counsel; trade association
membership dues; fees and expenses of any custodian (including safekeeping
of funds and securities, maintenance of books and accounts and calculation
of the net asset value of beneficial interests of the Series), transfer
agent and registrar and dividend disbursing agent of the Trust; expenses of
preparing and mailing reports to investors and regulatory agencies; any
expenses relating to the issuance, registration and qualification of shares
of each Series, and the preparation, printing and mailing of prospectuses
for such purposes; insurance premiums; brokerage and other expenses of
executing portfolio transactions; expenses of investors' and Trustees'
meetings; organization expenses; and extraordinary expenses.
6. Compensation of the Adviser. In consideration of the
services to be rendered by the Adviser under this Agreement, the Adviser
shall pay the Adviser a fee accrued daily and paid monthly from the Series
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at an annual rate equal to that specified in Exhibit A to this Agreement for
the Series' average daily net assets. The fee for any period in which the
Adviser serves as investment adviser pursuant to this Agreement for less
than one full month shall be paid for that portion of the month accrued.
For purposes of calculating fees, the value of the net assets of the Series
of the Trust shall be computed in the manner specified in its Registration
Statement on Form N-1A.
7. Services to Others. The services of the Adviser to the Trust
are not to be deemed exclusive, and the Adviser is free to render services
to others and to engage in other activities, provided, however, that those
services and activities do not adversely affect the Adviser's ability to
perform its obligations under this Agreement.
8. Books, Records, and Information. The Adviser shall provide
the Trust with all records concerning the Adviser's activities that the
Trust is required by law to maintain. Any records required to be maintained
and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 under
the Investment Company Act which are prepared or maintained by the
Subadviser on behalf of the Trust are the property of the Trust and will be
surrendered promptly to the Trust on request. The Trust also shall comply
with all reasonable requests for information by the Trust's officers or
Board of Trustees, including information required for the Trust's filings
with the Securities and Exchange Commission and state securities
commissions.
9. Limitations on Liability.
(a) The Adviser hereby is notified expressly of the
limitation of shareholder liability as set forth in the Declaration of Trust
and agrees that any obligation of the Trust or the Series arising in
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connection with this Agreement shall be limited in all cases to the Series
and their assets, and the Adviser shall not seek satisfaction of any such
obligation from any Trustee or shareholder of the Series.
(b) The Adviser shall give the Trust the benefit of its best
judgment and efforts in rendering services under this Agreement. In the
absence of willful malfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Adviser, the
Adviser shall not be liable to the Trust, to any shareholder of the Series
or to the Adviser for any act or omission in the course of, or connected
with, rendering services under this Agreement or for any losses that may be
sustained in the purchase, holding or sale of any security.
10. Effective Date; Termination; Amendments.
(a) This Agreement shall be effective as to the Series on
the date the Series commences investment operations, and, unless terminated
sooner as provided herein, shall continue until the second anniversary of
the execution of this Agreement. Thereafter, unless terminated sooner as
provided herein, this Agreement shall continue in effect as to each Series
for successive annual periods, provided that such continuance is
specifically approved at least annually by the vote of a majority of the
Board of Trustees of the Trust who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting called for
the purpose of voting on such continuance, and either: (i) the vote of a
majority of the outstanding voting securities of such Series; or (ii) the
vote of a majority of the full Board of Trustees.
(b) This Agreement may be terminated at any time and as to
any one or more Series, without the payment of any penalty, either by: (i)
the Trust, by action of the Board of Trustees or by vote of a majority of
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the outstanding voting securities of the Series, on 60 days' written notice
to the Adviser; or (ii) the Adviser, on 90 days' written notice to the
Adviser and the Trust. This Agreement shall terminate immediately in the
event of its assignment.
(c) This Agreement may be amended only if such amendment is
approved by the vote of a majority of the outstanding voting securities of
the Series or Trust or by vote of a majority of the Board of Trustees of the
Trust who are not parties to this Agreement or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on
such amendment.
(d) As used in this Agreement, the terms "specifically
approved at least annually," "majority of the outstanding voting
securities," "interested persons" and "assignment" shall have the same
meanings as such terms have in the Investment Company Act and the regulation
thereunder.
11. Governing Law. This Agreement shall be construed in
accordance with the laws of the Commonwealth of Pennsylvania without giving
effect to the choice of law provisions thereof, to the extent that such laws
are consistent with provisions of the Investment Company Act and the
regulations thereunder.
12. Miscellaneous. The captions in this Agreement are included
for the convenience of reference only and in no way define or delimit any of
the provisions hereof or otherwise affect their construction or effect.
Should any part of this Agreement be held or made invalid by a court
decision, statute, regulation, or otherwise, the remainder of this Agreement
shall not be affected thereby. This Agreement shall be binding and shall
inure to the benefit of the parties hereto and their respective successors,
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to the extent permitted by law. The parties hereto acknowledge that
Federated Investors and its subsidiary, Federated Management, have reserved
the right to grant the non-exclusive use of the name "Federated" 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 Series the use of the name
"Federated."
IN WITNESS WHEREOF, the Trust and the Adviser have caused this
Agreement to be executed and delivered in their names and on their behalf by
the undersigned, duly authorized officers, all as of the day and year first
above written.
Attest: FEDERATED INVESTMENT PORTFOLIOS
By:
Name:
Title:
Attest: FEDERATED MANAGEMENT
By:
Name:
Title:
Exhibit A
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SCHEDULE OF SERIES AND FEES UNDER
INVESTMENT SUBADVISORY AGREEMENT
Annual Fee (as a percentage of
Series Names the average daily net assets of a series)
Bond Index Portfolio 0.25%
