Exhibit 9(iii) on 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 Commission
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December 1, 1995
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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 incur under the 1933 Act,
the 1934 Act, or otherwise, arising out of or based on any untrue statement of
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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 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
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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
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,
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December 1, 1995
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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.
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
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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
(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.
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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
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.
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December 1, 1995
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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
reckless disregard by FSC of its obligations and duties under this Agreement.
2. Term.
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December 1, 1995
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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.
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.
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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:/s/ X. Xxxxxxxxxxx Xxxxxxx
President
Accepted:
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December 1, 1995
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FEDERATED SECURITIES CORP.