Exhibit No. 9(iii) under Form N-1A
Federated Investment Portfolios
Federated Investors Tower
0000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
December 1, 1995
Federated Securities Corp.
Federated Investors Tower
0000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
Ladies and Gentlemen:
Re: EXCLUSIVE PLACEMENT AGENT AGREEMENT
This is to confirm that, in consideration of the agreements hereinafter
contained, the undersigned, Federated Investment Portfolios (the "Trust"),
an open-end diversified management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), organized as a
business trust under the laws of the Commonwealth of Massachusetts, has
agreed that Federated Securities Corp., a Pennsylvania corporation ("FSC"),
shall be the exclusive placement agent (the "Exclusive Placement Agent") of
beneficial interests ("Trust Interests") of each series of the Trust.
1. Services as Exclusive Placement Agent.
1.1 FSC will act as Exclusive Placement Agent of the Trust
Interests. In acting as Exclusive Placement Agent under this Exclusive
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December 1, 1995
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Placement Agent Agreement, neither FSC nor its employees or any agents
thereof shall make any offer or sale of Trust Interests in a manner which
would require the Trust Interests to be registered under the Securities Act
of 1933, as amended (the "1933 Act").
1.2 All activities by FSC and its agents and employees as
Exclusive Placement Agent of Trust Interests shall comply with all
applicable laws, rules and regulations, including, without limitation, all
rules and regulations adopted pursuant to the 1940 Act by the Securities and
Exchange Commission (the "Commission").
1.3 Nothing herein shall be construed to require the Trust to
accept any offer to purchase any Trust Interests, all of which shall be
subject to approval by the Trust's Board of Trustees.
1.4 The Trust shall furnish from time to time for use in
connection with the sale of Trust Interests such information with respect to
the Trust and Trust Interests as FSC may reasonably request. The Trust
shall also furnish FSC upon request with: (a) unaudited semiannual
statements of the Trust's books and accounts prepared by the Trust, and (b)
from time to time such additional information regarding the Trust's
financial or regulatory condition as FSC may reasonably request.
1.5 The Trust represents to FSC that all registration statements
filed by the Trust with the Commission under the 1940 Act with respect to
Trust Interests have been prepared in conformity with the requirements of
such statute and the rules and regulations of the Commission thereunder. As
used in this Agreement the term "registration statement" shall mean any
registration statement filed with the Commission, as modified by any
amendments thereto that at any time shall have been filed with the
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December 1, 1995
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Commission by or on behalf of the Trust. The Trust represents and warrants
to FSC that any registration statement will contain all statements required
to be stated therein in conformity with both such statute and the rules and
regulations of the Commission; that all statements of fact contained in any
registration statement will be true and correct in all material respects at
the time of filing of such registration statement or amendment thereto; and
that no registration statement will include an untrue statement of a
material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading to a purchaser of
Trust Interests. The Trust may but shall not be obligated to propose from
time to time such amendment to any registration statement as in the light of
future developments may, in the opinion of the Trust's counsel, be necessary
or advisable. If the Trust shall not propose such amendment and/or
supplement within fifteen days after receipt by the Trust of a written
request from FSC to do so, FSC may, at its option, terminate this Agreement.
The Trust shall not file any amendment to any registration statement without
giving FSC reasonable notice thereof in advance; provided, however, that
nothing contained in this Agreement shall in any way limit the Trust's right
to file at any time such amendment to any registration statement as the
Trust may deem advisable, such right being in all respects absolute and
unconditional.
1.6 The Trust agrees to indemnify, defend and hold FSC, its several
officers and directors, and any person who controls FSC within the meaning
of Section 15 of the 1933 Act or Section 20 of the Securities and Exchange
Act of 1934 (the "1934 Act") (for purposes of this paragraph 1.6,
collectively, the "Covered Persons") free and harmless from and against any
and all claims, demand, liabilities and expenses (including the cost of
investigating or defending such claims, demands or liabilities and any
counsel fees incurred in connection therewith) which any Covered Person may
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December 1, 1995
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incur under the 1933 Act, the 1934 Act, or otherwise, arising out of or
based on any untrue statement of a material fact contained in any
registration statement, private placement memorandum or other offering
material ("Offering Material") or arising out of or based on any omission to
state a material fact required to be stated in any Offering Material or
necessary to make the statements in any Offering Material not misleading;
provided, however, that the Trust's agreement to indemnify Covered Persons
shall not be deemed to cover any claims, demands, liabilities or expenses
arising out of any financial and other statements as are furnished in
writing to the Trust by FSC in its capacity as Exclusive Placement Agent for
use in the answers to any items of any registration statement or in any
statements made in any Offering Material, or arising out of or based on any
omission or alleged omission to state a material fact in connection with the
giving of such information required to be stated in such answers or
necessary to make the answers not misleading; and further provided that the
Trust's agreement to indemnify FSC and the Trust's representation and
warranties hereinbefore set forth in paragraph 1.5 shall not be deemed to
cover any liability to the Trust or its investors to which a Covered Person
would otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties, or by reason of a Covered
Person's reckless disregard of its obligations and duties under this
Agreement. The Trust should be notified of any action brought against a
Covered Person, such notification to be given by letter or by telegram
addressed to the Trust, Federated Investors Tower, 0000 Xxxxxxx Xxxxxx,
Xxxxxxxxxx, XX 00000-0000, Attention: Secretary, with a copy to Xxxxxxx X.
Xxxxxxx, Esq., Xxxxxxxxx, Xxxxxxx & Xxxxx, L.L.P., 0000 X Xxxxxx, X.X.,
Xxxxxxxxxx, XX 00000, promptly after the summons or other first legal
process shall have been duly and completely served upon such Covered Person.
The failure to so notify the Trust of any such action shall not relieve the
Trust from any liability except to the extent the Trust shall have been
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December 1, 1995
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prejudiced by such failure, or from any liability that the Trust may have to
the Covered Person against whom such action is brought by reason of any such
untrue statement or omission, otherwise than on account of the Trust's
indemnity agreement contained in this paragraph. The Trust will be entitled
to assume the defense of any suit brought to enforce any such claim, demand
or liability, but in such case such defense shall be conducted by counsel of
good standing chosen by the Trust and approved by FSC, which approval shall
not be unreasonably withheld. In the event the Trust elects to assume the
defense in any such suit and retain counsel of good standing approved by
FSC, the defendant or defendants in such suit shall bear the fees and
expenses of any additional counsel retained by any of them; but in case the
Trust does not elect to assume the defense of any such suit, or in case FSC
reasonably does not approve of counsel chosen by the Trust, the Trust will
reimburse the Covered Person named as defendant in such suit, for the fees
and expenses of any counsel retained by FSC or the Covered Persons. The
Trust's indemnification agreement contained in this paragraph and the
Trust's representations and warranties in this Agreement shall remain
operative and in full force and effect regardless of any investigation made
by or on behalf of Covered Persons, and shall survive the delivery of any
Trust Interests. This agreement of indemnity will inure exclusively to
Covered Persons and their successors. The Trust agrees to notify FSC
promptly of the commencement of any litigation or proceedings against the
Trust or any of its officers or Trustees in connection with the issue and
sale of any Trust Interests.
1.7 FSC agrees to indemnify, defend and hold the Trust, its
several officers and trustees, and any person who controls the Trust within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (for
purposes of this paragraph 1.7, collectively, the "Covered Persons") free
and harmless from and against any and all claims, demands, liabilities and
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December 1, 1995
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expenses (including the costs of investigating or defending such claims,
demands, liabilities and any counsel fees incurred in connection therewith)
that Covered Persons may incur under the 1933 Act, the 1934 Act, common law,
or otherwise, but only to the extent that such liability or expense incurred
by a Covered Person resulting from such claims or demands shall arise out of
or be based on (i) any untrue statement of a material fact contained in
information furnished in writing by FSC in its capacity as Exclusive
Placement Agent to the Trust for use in the answers to any of the items of
any registration statement or in any statements in any other Offering
Material, or (ii) any omission to state a material fact in connection with
such information furnished in writing by FSC to the Trust required to be
stated in such answers or necessary to make such information not misleading.
FSC shall be notified of any action brought against a Covered Person, such
notification to be given by letter or telegram addressed to FSC at Federated
Investors Tower, 0000 Xxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000-0000, Attention:
Secretary, promptly after the summons or other first legal process shall
have been duly and completely served upon such Covered Person. FSC shall
have the right of first control of the defense of the action with counsel of
its own choosing satisfactory to the Trust if such action is based solely on
such alleged misstatement or omission on FSC's part, and in any other event
each Covered Person shall have the right to participate in the defense or
preparation of the defense of any such action. The failure to so notify FSC
of any such action shall not relieve FSC (i) from any liability except to
the extent the Trust shall have been prejudiced by such failure, or (ii)
from any liability that FSC may have to Covered Persons by reason of any
such untrue or alleged untrue statement, or omission or alleged omission,
otherwise than on account of FSC's indemnity agreement contained in this
paragraph.
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December 1, 1995
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1.8 No Trust Interests shall be offered by either FSC or the
Trust under any of the provisions of this Agreement and no orders for the
purchase or sale of Trust Interests hereunder shall be accepted by the Trust
if and so long as the effectiveness of the registration statement or any
necessary amendments thereto shall be suspended under any of the provisions
of the 1940 Act; provided, however, that nothing contained in this paragraph
shall in any way restrict or have an application to or bearing on the
Trust's obligation to redeem Trust Interests from any investor in accordance
with the provisions of the Trust's registration statement or Declaration of
Trust, as amended from time to time. The Trust shall notify FSC promptly of
the suspension of the registration statement or any necessary amendments
thereto, such notification to be given by letter or telegram addressed to
FSC at Federated Investors Tower, 0000 Xxxxxxx Xxxxxx, Xxxxxxxxxx, XX
00000-0000, Attention: Secretary.
1.9 The Trust agrees to advise FSC as soon as reasonably
practical by a notice in writing delivered to FSC or its counsel:
(a) of any request by the Commission for amendments to the
registration statement then in effect or for additional information;
(b) in the event of the issuance by the Commission of any stop
order suspending the effectiveness of the registration statement then in
effect or the initiation by service of process on the Trust of any
proceeding for that purpose;
(c) of the happening of any event that makes untrue any
statements of a material fact made in the registration statement then in
effect or that requires the making of a change in such registration
statement in order to make the statements therein not misleading; and
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December 1, 1995
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(d) of all action of the Commission with respect to any amendment
to any registration statement that may from time to time be filed with the
Commission.
For purposes of this paragraph 1.9, informal requests by or acts
of the Staff of the Commission shall not be deemed actions of or requests by
the Commission.
1.10 FSC agrees on behalf of itself and its employees to treat
confidentially and as proprietary information of the Trust all records and
other information not otherwise publicly available relative to the Trust and
its prior, present or potential investors and not to use such records and
information for any purpose other than performance of its responsibilities
and duties hereunder, except after prior notification to and approval in
writing by the Trust, which approval shall not be unreasonably withheld and
may not be withheld where FSC may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities, or when so requested by the
Trust.
1.11 In addition to FSC's duties as Exclusive Placement Agent, the
Trust understands that FSC may, in its discretion, perform additional
functions in connection with transactions in Trust Interests.
The processing of Trust Interest transactions may include, but is
not limited to, compilation of all transactions from FSC's various offices;
creation of a transaction tape and timely delivery of it to the Trust's
transfer agent for processing; reconciliation of all transactions delivered
to the Trust's transfer agent; and the recording and reporting of these
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December 1, 1995
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transactions executed by the Trust's transfer agent in customer statements;
rendering of periodic customer statements; and the reporting of IRS Form
1099 information at year end if required.
FSC may also provide other investor services, such as
communicating with Trust investors and other functions in administering
customer accounts for Trust investors.
FSC understands that these services may result in cost savings to
the Trust or to the Trust's investment manager and neither the Trust nor the
Trust's investment manager will compensate FSC for all or a portion of the
costs incurred in performing functions in connection with transactions in
Trust Interests. Nothing herein is intended, nor shall be construed, as
requiring FSC to perform any of the foregoing functions.
1.12 Except as set forth in paragraph 1.6 of this Agreement, the
Trust shall not be liable to FSC or any Covered Persons as defined in
paragraph 1.6 for any error of judgment or mistake of law or for any loss
suffered by FSC in connection with the matters to which this Agreement
relates, except a loss resulting from the willful misfeasance, bad faith or
gross negligence on the part of the Trust in the performance of its duties
or from reckless disregard by the Trust of its obligations and duties under
this Agreement.
1.13 Except as set forth in paragraph 1.7 of this Agreement, FSC
shall not be liable to the Trust or any Covered Persons as defined in
paragraph 1.7 for any error of judgment or mistake of law or for any loss
suffered by the Trust in connection with the matters to which this Agreement
relates, except a loss resulting from the willful misfeasance, bad faith or
gross negligence on the part of FSC in the performance of its duties or from
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December 1, 1995
Page 10
reckless disregard by FSC of its obligations and duties under this
Agreement.
2. Term.
This Agreement shall become effective on the date first above
written and, unless sooner terminated as provided herein, shall continue
until December 1, 1997 and thereafter shall continue automatically for
successive annual periods, provided such continuance is specifically
approved at least annually by (i) the Trust's Board of Trustees or (ii) by a
vote of a majority (as defined in the 1940 Act) of the Trust's outstanding
voting securities, provided that in either event the continuance is also
approved by the majority of the Trust's Trustees who are not interested
persons (as defined in the 1940 Act) of the Trust and who have no direct or
indirect financial interest in this Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval. This Agreement
is terminable without penalty, on not less than 60 days' notice, by the
Board, by a vote of a majority (as defined in the 1940 Act) of the Trust's
outstanding voting securities, or by FSC. This Agreement will also
terminate automatically in the event of its assignment (as defined in the
1940 Act and the rules thereunder).
3. Representations and Warranties.
FSC and the Trust each hereby represents and warrants to the other
that it has all requisite authority to enter into, execute, deliver and
perform its obligations under this Agreement and that, with respect to it,
this Agreement is legal, valid and binding, and enforceable in accordance
with its terms.
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December 1, 1995
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4. Concerning Applicable Provisions of Law, etc.
This Agreement shall be subject to all applicable provisions of
law, including the applicable provisions of the 1940 Act and to the extent
that any provisions herein contained conflict with any such applicable
provisions of law, the latter shall control.
The laws of the Commonwealth of Pennsylvania shall, except to the
extent that any applicable provisions of Federal law shall be controlling,
govern the construction, validity and effect of this Agreement, without
reference to principles of conflicts of law.
The undersigned officer of the Trust has executed this Agreement
not individually, but as President under the Trust's Declaration of Trust,
dated as of September 29, 1995. Pursuant to the Declaration of Trust the
obligations of this Agreement are not binding upon any of the Trustees or
investors of the Trust individually, but bind only the trust estate.
If the contract set forth herein is acceptable to you, please so
indicate by executing the enclosed copy of this Agreement and returning the
same to the undersigned, whereupon this Agreement shall constitute a binding
contract between the parties hereto effective at the closing of business on
the date hereof.
Yours very truly,
FEDERATED INVESTMENT PORTFOLIOS
By:
Federated Securities Corp.
December 1, 1995
Page 12
President
Accepted:
FEDERATED SECURITIES CORP.
