EXHIBIT 5 UNDER FORM N-1A
EXHIBIT 10 UNDER ITEM 601/REG. S-K
FEDERATED MUNICIPAL INCOME TRUST
INVESTMENT ADVISORY CONTRACT
This Contract is made between FEDERATED ADVISERS, a Delaware
business trust having it principal place of business in Pittsburgh,
Pennsylvania (the "Adviser"), and FEDERATED MUNICIPAL INCOME, 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
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 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 commission 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 on the date that
it executes an exhibit to this Contract. This Contract shall remain in
effect for each Fund for two years from the date of its execution and
from year to year thereafter, 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, (other than as Trustees of the
Trust) 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.
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 on
behalf of a Fund by a majority of the outstanding voting securities of
such Fund.
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 agrees 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, the Trust and the Funds shall
not seek satisfaction of any such employees, or agents of the Adviser,
or any of them.
14. This Contract shall be construed in accordance with and
governed by the laws of the Commonwealth of Pennsylvania.
15. This Contract will become binding on the parties hereto
upon their execution of the attached exhibits to this Contract.
EXHIBIT A
MICHIGAN MUNICIPAL INCOME 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.
The right of the adviser as set forth in Paragraph six of
this Contract to assume expenses of one or more of the Funds shall
also apply as to any classes of the above-named Fund.
Witness the due execution hereof this 9th day of September,
1991.
Attest: FEDERATED ADVISERS
/S/ XXXX X. XXXXXXXXX By: /S/ XXXX XXXXXX
Secretary Executive Vice President
Attest: FEDERATED MUNICIPAL INCOME TRUST
/S/ C. XXXXX XXXXXXXX By: J. XXXXXXXXXXX XXXXXXX
Assistant Secretary Vice President
EXHIBIT B
PENNSYLVANIA MUNICIPAL INCOME 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.
The right of the adviser as set forth in Paragraph six of
this Contract to assume expenses of one or more of the Funds shall
also apply as to any classes of the above-named Fund.
Witness the due execution hereof this 27th day of December,
1991.
Attest: FEDERATED ADVISERS
/S/ XXXX X. XXXXXXXXX By: /S/ XXXX XXXXXX
Secretary Executive Vice President
Attest: FEDERATED MUNICIPAL INCOME TRUST
/S/ C. XXXXX XXXXXXXX By: /S/ XXXXXX X. XXXXXXXX
Assistant Secretary Vice President
EXHIBIT C
OHIO MUNICIPAL INCOME FUND
For all services rendered by Adviser hereunder, the
above-named Fund of the Trust shall pay to Adviser and Adviser agrees
to accept so 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 accrued shall be paid to Adviser daily.
The right of the adviser as set forth in Paragraph six of
this Contract to assume expenses of one or more of the Funds shall
also apply as to any classes of the above-named Fund.
Witness the due execution hereof this 29th day of January,
1992.
Attest: FEDERATED ADVISERS
/S/ XXXX X. XXXXXXXXX By: /S/ XXXX XXXXXX
Secretary Executive Vice President
Attest: FEDERATED MUNICIPAL INCOME TRUST
/S/ S. XXXXXXX XXXXX By: /S/ XXXXXX X. XXXXXXXX
Assistant Secretary Vice President
EXHIBIT D
CALIFORNIA MUNICIPAL INCOME 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.
The right of the adviser as set forth in Paragraph six of
this Contract to assume expenses of one or more of the Funds shall
also apply as to any classes of the above-named Fund.
Witness the due execution hereof this 24th day of November,
1992.
Attest: FEDERATED ADVISERS
/S/ XXXX X. XXXXXXXXX By: /S/ XXXX XXXXXX
Secretary Executive Vice President
Attest: MUNICIPAL SECURITIES INCOME TRUST
/S/ J. XXXXXXX XXXXX By: /S/ J. XXXXXXXXXXX XXXXXXX
Assistant Secretary Vice President
EXHIBIT E
NEW YORK MUNICIPAL INCOME 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.
The right of the adviser as set forth in Paragraph six of
this Contract to assume expenses of one or more of the Funds shall
also apply as to any classes of the above-named Fund.
Witness the due execution hereof this 24th day of November,
1992.
Attest: FEDERATED ADVISERS
/S/ XXXX X. XXXXXXXXX By: /S/ XXXX XXXXXX
Secretary Executive Vice President
Attest: MUNICIPAL SECURITIES INCOME TRUST
/S/ J. XXXXXXX XXXXX By: /S/ J. XXXXXXXXXXX XXXXXXX
Assistant Secretary Vice President
EXHIBIT F
NEW JERSEY MUNICIPAL INCOME 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.
The right of the adviser as set forth in Paragraph six of
this Contract to assume expenses of one or more of the Funds shall
also apply as to any classes of the above-named Fund.
Witness the due execution hereof this 1st day of March, 1993
Attest: FEDERATED ADVISERS
/S/ XXXX X. XXXXXXXXX By: /S/ XXXX XXXXXX
Secretary Executive Vice President
Attest: MUNICIPAL SECURITIES INCOME TRUST
/S/ S. XXXXXXX XXXXX By: /S/ J. XXXXXXXXXXX XXXXXXX
Assistant Secretary Vice President
EXHIBIT G
TEXAS MUNICIPAL INCOME 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.
The right of the adviser as set forth in Paragraph six of
this Contract to assume expenses of one or more of the Funds shall
also apply as to any classes of the above-named Fund.
Witness the due execution hereof this 1st day of March, 1993
Attest: FEDERATED ADVISERS
/S/ XXXX X. XXXXXXXXX By: /S/ XXXX XXXXXX
Secretary Executive Vice President
Attest: MUNICIPAL SECURITIES INCOME TRUST
/S/ S. XXXXXXX XXXXX By: /S/ J. XXXXXXXXXXX XXXXXXX
Assistant Secretary Vice President
EXHIBIT H
FLORIDA MUNICIPAL INCOME 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.
The right of the adviser as set forth in Paragraph six of
this Contract to assume expenses of one or more of the Funds shall
also apply as to any classes of the above-named Fund.
Witness the due execution hereof this 1st day of March, 1993
Attest: FEDERATED ADVISERS
/S/ XXXX X. XXXXXXXXX By: /S/ XXXX XXXXXX
Secretary Executive Vice President
Attest: MUNICIPAL SECURITIES INCOME TRUST
/S/ S. XXXXXXX XXXXX By: /S/ J. XXXXXXXXXXX XXXXXXX
Assistant Secretary Vice President
EXHIBIT F
VIRGINIA MUNICIPAL INCOME 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.
The right of the adviser as set forth in Paragraph six of
this Contract to assume expenses of one or more of the Funds shall
also apply as to any classes of the above-named Fund.
Witness the due execution hereof this 1st day of June, 1993
Attest: FEDERATED ADVISERS
/S/ XXXX X. XXXXXXXXX By: /S/ XXXX XXXXXX
Secretary Executive Vice President
Attest: MUNICIPAL SECURITIES INCOME TRUST
/S/ J. XXXXXXX XXXXX By: /S/ J. XXXXXXXXXXX XXXXXXX
Assistant Secretary Vice President
EXHIBIT F
MARYLAND MUNICIPAL INCOME 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.
The right of the adviser as set forth in Paragraph six of
this Contract to assume expenses of one or more of the Funds shall
also apply as to any classes of the above-named Fund.
Witness the due execution hereof this 1st day of June, 1993
Attest: FEDERATED ADVISERS
/S/ XXXX X. XXXXXXXXX By: /S/ XXXX XXXXXX
Secretary Executive Vice President
Attest: MUNICIPAL SECURITIES INCOME TRUST
/S/ J. XXXXXXX XXXXX By: /S/ J. XXXXXXXXXXX XXXXXXX
Assistant Secretary Vice President
