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Exhibit 5 under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
FEDERATED INSTITUTIONAL TRUST
INVESTMENT ADVISORY CONTRACT
This Contract is made this 1st day of September, 1994,
between FEDERATED MANAGEMENT, a Delaware business trust,
having its principal place of business in Pittsburgh,
Pennsylvania (the "Adviser"), and FEDERATED INSTITUTIONAL
TRUST, a Massachuetts 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 of the Trust, 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, 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 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. 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.
13. 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.
14. The parties hereto acknowledge that Federated
Investors, has 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 Funds the use of the name "Federated". The name
"Federated" will continue to be used by the Trust and each
Fund so long as such use is mutually agreeable to Federated
Investors and the Trust.
15. This Contract shall be construed in accordance
with and governed by the laws of the Commonwealth of
Pennsylvania.
16. This Contract will become binding on the parties
hereto upon their execution of the attached exhibits to this
Contract.
EXHIBIT A
to the
Investment Advisory Contract
Federated Institutional Short-Term Government Fund
For all services rendered by Adviser hereunder, the
above-named Fund of 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 .40 of 1% of the average daily net assets of
the Fund.
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 .40 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 1st day of
September, 1994.
Attest: FEDERATED MANAGEMENT
/s/ J. Xxxxxxx Xxxxx By:/s/ J. Xxxxxx Xxxxxx
J. Xxxxxxx Xxxxx Secretary J. Xxxxxx Xxxxxx
Executive Vice President
Attest: FEDERATED INSTITUTIONAL TRUST
/s/ S. Xxxxxxx Xxxxx By:/s/ Xxxx X. XxXxxxxxx
S. Xxxxxxx Xxxxx Assist. Secretary Xxxx X.
XxXxxxxxx
Vice President
