exhibit (d)(d3) under form n-1a
Exhibit 10 under item 601/reg s-k
FEDERATED INSURANCE SERIES
SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made between Federated Investment Management Company,
a Delaware business trust (hereinafter referred to as "Adviser") and Federated
Global Investment Management Corp., a Delaware corporation having its principal
place of business in New York, New York (hereinafter referred to as the
"Sub-Adviser").
WITNESSETH:
That the parties hereto, intending to be legally bound hereby agree as
follows:
1. Sub-Adviser hereby agrees to furnish to Adviser in its capacity as
investment adviser to Federated Strategic Income Fund II (the "Fund"), a
portfolio of Federated Insurance Series ("Trust"), such investment advice,
statistical and other factual information, as may from time to time be
reasonably requested by Adviser for the Fund which may be offered in one or more
classes of shares ("Classes").
2. For its services under this Agreement, Sub-Adviser shall receive
from Adviser an annual fee ("the Sub-Advisory Fee"), as set forth in the
exhibits hereto. In the event that the fee due from the Trust to the Adviser on
behalf of the Fund is reduced in order to meet expense limitations imposed on
the Fund by state securities laws or regulations, the Sub-Advisory Fee shall be
reduced by one-half of said reduction in the fee due from the Trust to the
Adviser on behalf of the Fund.
Notwithstanding any other provision of this Agreement, the Sub-Adviser
may from time to time and for such periods as it deems appropriate, reduce its
compensation (and, if appropriate, assume expenses of the Fund or Class of the
Fund) to the extent that the Fund's expenses exceed such lower expense
limitation as the Sub-Adviser may, by notice to the Trust on behalf of the Fund,
voluntarily declare to be effective.
3. This Agreement shall begin for a Fund on the date that the parties
execute an exhibit to this Agreement relating to such Fund and shall continue in
effect for a 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
Agreement 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 the Trust in writing at least sixty (60) days prior to
the anniversary date of this Agreement in any year thereafter that it does not
desire such continuation with respect to the Fund.
4. Notwithstanding any provision in this Agreement, it may be
terminated at any time without the payment of any penalty: (a) by the Trustees
of the Trust or by a vote of a majority of the outstanding voting securities (as
defined in Section 2(a)(42) of the Act) of the Fund on sixty (60) days' written
notice to Sub-Adviser; or (b) by Sub-Adviser or Adviser upon 120 days' written
notice to the other party to the Agreement.
5. This Agreement shall automatically terminate:
(a) in the event of its assignment (as defined in the Investment
Company Act of 1940); or
(b) in the event of termination of the Investment Advisory
Contract for any reason whatsoever.
6. So long as both Adviser and Sub-Adviser shall be legally qualified
to act as an investment adviser to the Fund, neither Adviser nor Sub-Adviser
shall act as an investment adviser (as such term is defined in the Investment
Company Act of 1940) to the Fund except as provided herein and in the Investment
Advisory Contract or in such other manner as may be expressly agreed between
Adviser and Sub-Adviser.
Provided, however, that if the Adviser or Sub-Adviser shall resign
prior to the end of any term of this Agreement or for any reason be unable or
unwilling to serve for a successive term which has been approved by the Trustees
of the Trust pursuant to the provisions of Paragraph 3 of this Agreement or
Paragraph 6 of the Investment Advisory Contract, the remaining party,
Sub-Adviser or Adviser as the case may be, shall not be prohibited from serving
as an investment adviser to such Fund by reason of the provisions of this
Paragraph 6.
7. This Agreement may be amended from time to time by agreement of the
parties hereto provided that such amendment shall be approved both by the vote
of a majority of Trustees of the Trust, including a majority of Trustees who are
not parties to this Agreement or interested persons, as defined in Section
2(a)(19) of the Investment Company Act of 1940, of any such party at a meeting
called for that purpose, and, where required by Section 15(a)(2) of the Act, by
the holders of a majority of the outstanding voting securities (as defined in
Section 2(a)(42) of the Investment Company Act of 1940) of the Fund.
Exhibit A
Federated Insurance Series
Federated Strategic Income Fund II
Sub-Advisory Contract
For all services rendered by Sub-Adviser hereunder, Sub-Adviser shall
receive from the Adviser an allocable portion of each Fund's investment advisory
fee. Such allocation shall be based on the amount of foreign securities which
Sub-Adviser is managing for each Fund. The Sub-Advisory Fee shall be accrued
daily, and paid daily as set forth in the Primary Advisory Contract dated
December 1, 1993.
This Exhibit duly incorporates by reference the Sub-Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their duly authorized officers this 1st day of June,
1999.
FEDERATED INVESTMENT
MANAGEMENT COMPANY
By: /s/ G. Xxxxxx Xxxxxxxxx
Name: G. Xxxxxx Xxxxxxxxx
Title: Vice President
FEDERATED GLOBAL INVESTMENT
MANAGEMENT CORP.
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, dated as of June 1, 1999, that
Federated Insurance Series, a Trust duly organized under the laws of the
Commonwealth of Massachusetts (the "Trust"), does hereby nominate, constitute
and appoint Federated Global Investment Management Corp., a corporation duly
organized under the laws of the Delaware (the "Subadviser"), to act hereunder as
the true and lawful agent and attorney-in-fact of the Trust, acting on behalf of
each of the series portfolios for which the Subadviser acts as investment
adviser shown on Schedule 1 attached hereto and incorporated by reference herein
(each such series portfolio being hereinafter referred to as a "Fund" and
collectively as the "Funds"), for the specific purpose of executing and
delivering all such agreements, instruments, contracts, assignments, bond
powers, stock powers, transfer instructions, receipts, waivers, consents and
other documents, and performing all such acts, as the Subadviser may deem
necessary or reasonably desirable, related to the acquisition, disposition
and/or reinvestment of the funds and assets of a Fund of the Trust in accordance
with Subadviser's supervision of the investment, sale and reinvestment of the
funds and assets of each Fund pursuant to the authority granted to the
Subadviser as investment adviser of each Fund under that certain subadvisory
contract dated June 1, 1999 by and between the Subadviser and the Trust (such
subadvisory contract, as may be amended, supplemented or otherwise modified from
time to time is hereinafter referred to as the "Subadvisory Contract").
The Subadviser shall exercise or omit to exercise the powers and
authorities granted herein in each case as the Subadviser in its sole and
absolute discretion deems desirable or appropriate under existing circumstances.
The Trust hereby ratifies and confirms as good and effectual, at law or in
equity, all that the Subadviser, and its officers and employees, may do by
virtue hereof. However, despite the above provisions, nothing herein shall be
construed as imposing a duty on the Subadviser to act or assume responsibility
for any matters referred to above or other matters even though the Subadviser
may have power or authority hereunder to do so. Nothing in this Limited Power of
Attorney shall be construed (i) to be an amendment or modifications of, or
supplement to, the Subadvisory Contract, (ii) to amend, modify, limit or
denigrate any duties, obligations or liabilities of the Subadviser under the
terms of the Subadvisory Contract or (iii) exonerate, relieve or release the
Subadviser any losses, obligations, penalties, actions, judgments and suits and
other costs, expenses and disbursements of any kind or nature whatsoever which
may be imposed on, incurred by or asserted against the Subadviser (x) under the
terms of the Subadvisory Contract or (y) at law, or in equity, for the
performance of its duties as the investment adviser of any of the Funds.
The Trust hereby agrees to indemnify and save harmless the Subadviser
and its trustees, officers and employees (each of the foregoing an "Indemnified
Party" and collectively the "Indemnified Parties") against and from any and all
losses, obligations, penalties, actions, judgments and suits and other costs,
expenses and disbursements of any kind or nature whatsoever which may be imposed
on, incurred by or asserted against an Indemnified Party, other than as a
consequence of gross negligence or willful misconduct on the part of an
Indemnified Party, arising out of or in connection with this Limited Power of
Attorney or any other agreement, instrument or document executed in connection
with the exercise of the authority granted to the Subadviser herein to act on
behalf of the Trust, including without limitation the reasonable costs, expenses
and disbursements in connection with defending such Indemnified Party against
any claim or liability related to the exercise or performance of any of the
Subadviser's powers or duties under this Limited Power of Attorney or any of the
other agreements, instruments or documents executed in connection with the
exercise of the authority granted to the Subadviser herein to act on behalf of
the Trust, or the taking of any action under or in connection with any of the
foregoing. The obligations of the Trust under this paragraph shall survive the
termination of this Limited Power of Attorney with respect to actions taken by
the Subadviser on behalf of the Trust during the term of this Limited Power of
Attorney. No Fund shall have any joint or several obligation with any other Fund
to reimburse or indemnify an Indemnified Party for any action, event, matter or
occurrence performed or omitted by or on behalf of the Subadviser in its
capacity as agent or attorney-in-fact of Trust acting on behalf of any other
Fund hereunder.
Any person, partnership, Trust or other legal entity dealing with the
Subadviser in its capacity as attorney-in-fact hereunder for the Trust is hereby
expressly put on notice that the Subadviser is acting solely in the capacity as
an agent of the Trust and that any such person, partnership, Trust or other
legal entity must look solely to the Trust in question for enforcement of any
claim against the Trust, as the Subadviser assumes no personal liability
whatsoever for obligations of the Trust entered into by the Subadviser in its
capacity as attorney-in-fact for the Trust.
Each person, partnership, Trust or other legal entity which deals with
a Fund of the Trust through the Subadviser in its capacity as agent and
attorney-in-fact of the Trust, is hereby expressly put on notice (i) that all
persons or entities dealing with the Trust must look solely to the assets of the
Fund of the Trust on whose behalf the Subadviser is acting pursuant to its
powers hereunder for enforcement of any claim against the Trust, as the
Directors, officers and/or agents of such Trust, the shareholders of the various
classes of shares of the Trust and the other Funds of the Trust assume no
personal liability whatsoever for obligations entered into on behalf of such
Fund of the Trust, and (ii) that the rights, liabilities and obligations of any
one Fund are separate and distinct from those of any other Fund of the Trust.
The execution of this Limited Power of Attorney by the Trust acting on
behalf of the several Funds shall not be deemed to evidence the existence of any
express or implied joint undertaking or appointment by and among any or all of
the Funds. Liability for or recourse under or upon any undertaking of the
Subadviser pursuant to the power or authority granted to the Subadviser under
this Limited Power of Attorney under any rule of law, statute or constitution or
by the enforcement of any assessment or penalty or by legal or equitable
proceedings or otherwise shall be limited only to the assets of the Fund of the
Trust on whose behalf the Subadviser was acting pursuant to the authority
granted hereunder.
The Trust hereby agrees that no person, partnership, Trust or other
legal entity dealing with the Subadviser shall be bound to inquire into the
Subadviser's power and authority hereunder and any such person, partnership,
Trust or other legal entity shall be fully protected in relying on such power or
authority unless such person, partnership, Trust or other legal entity has
received prior written notice from the Trust that this Limited Power of Attorney
has been revoked. This Limited Power of Attorney shall be revoked and terminated
automatically upon the cancellation or termination of the Subadvisory Contract
between the Trust and the Subadviser. Except as provided in the immediately
preceding sentence, the powers and authorities herein granted may be revoked or
terminated by the Trust at any time provided that no such revocation or
termination shall be effective until the Subadviser has received actual notice
of such revocation or termination in writing from the Trust.
This Limited Power of Attorney constitutes the entire agreement between
the Trust and the Subadviser, may be changed only by a writing signed by both of
them, and shall bind and benefit their respective successors and assigns;
provided, however, the Subadviser shall have no power or authority hereunder to
appoint a successor or substitute attorney in fact for the Trust.
This Limited Power of Attorney shall be governed and construed in
accordance with the laws of the Commonwealth of Pennsylvania without reference
to principles of conflicts of laws. If any provision hereof, or any power or
authority conferred upon the Subadviser herein, would be invalid or
unexercisable under applicable law, then such provision, power or authority
shall be deemed modified to the extent necessary to render it valid or
exercisable while most nearly preserving its original intent, and no provision
hereof, or power or authority conferred upon the Subadviser herein, shall be
affected by the invalidity or the non-exercisability of another provision
hereof, or of another power or authority conferred herein.
This Limited Power of Attorney may be executed in as many identical
counterparts as may be convenient and by the different parties hereto on
separate counterparts. This Limited Power of Attorney shall become binding on
the Trust when the Trust shall have executed at least one counterpart and the
Subadviser shall have accepted its appointment by executing this Limited Power
of Attorney. Immediately after the execution of a counterpart original of this
Limited Power of Attorney and solely for the convenience of the parties hereto,
the Trust and the Subadviser will execute sufficient counterparts so that the
Subadviser shall have a counterpart executed by it and the Trust, and the Trust
shall have a counterpart executed by the Trust and the Subadviser. Each
counterpart shall be deemed an original and all such taken together shall
constitute but one and the same instrument, and it shall not be necessary in
making proof of this Limited Power of Attorney to produce or account for more
than one such counterpart.
IN WITNESS WHEREOF, the Trust has caused this Limited Power of Attorney
to be executed by its duly authorized officer as of the date first written
above.
FEDERATED INSURANCE SERIES
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Accepted and agreed to June 1, 1999
FEDERATED GLOBAL INVESTMENT
MANAGEMENT CORP.
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
Schedule 1
to Limited Power of Attorney
dated as of June 1, 1999
by Federated Insurance
(the Trust "), acting on
behalf of each of the series portfolios
listed below, and appointing
Federated Global Investment Management Corp.
the attorney-in-fact of the
Trust
List of Series Portfolios
Federated Strategic Income Fund II
