Exhibit (d) (v) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SUBADVISORY AGREEMENT
This Subadvisory Agreement (this "Agreement") is entered into as of the
27th day of March, 2003, among Federated Index Trust, a Massachusetts business
trust (the "Trust"), on behalf of each series portfolio of the Trust set forth
on Appendix A to this Agreement (each a "Portfolio," and collectively, the
"Portfolios"), Federated Investment Management Company, a Delaware Business
Trust ("Manager"), and Fund Asset Management, L.P. ("Subadviser"), a Delaware
limited partnership.
WHEREAS, the Trust, on behalf of the Portfolios, has entered into a
Management Contract, dated July 2, 1990, with Manager (as amended and
supplemented from time to time, the "Management Contract"), pursuant to which
Manager has agreed to provide certain management and administrative services to
the Portfolios; and
WHEREAS, Manager desires to appoint Subadviser as investment subadviser to
provide the investment advisory and administrative services to the Portfolios
specified herein, and Subadviser is willing to serve the Portfolios in such
capacity; and
WHEREAS, the trustees of the Trust (the "Trustees"), including a majority
of the Trustees who are not "interested persons" (as such term is defined below)
of any party to this Agreement, have each consented to such an arrangement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties agree as follows:
I. APPOINTMENT OF SUBADVISER; COMPENSATION
A. Appointment as Subadviser.
Subject to and in accordance with the provisions hereof, Manager hereby
appoints Subadviser as investment subadviser to perform the various
investment advisory and other services to the Portfolios set forth herein
and, subject to the restrictions set forth herein, hereby delegates to
Subadviser the authority vested in Manager pursuant to the Management
Contract to the extent necessary to enable Subadviser to perform its
obligations under this Agreement.
B. Scope of Investment Authority
1. The Subadviser is hereby authorized, on a discretionary basis, to
manage the investments and determine the composition of the assets of
each Portfolio, subject at all times to (i) the supervision and control
of the Trustees, (ii) the requirements of the Investment Company Act of
1940, as amended (the "1940 Act") and the rules thereunder, (iii) the
investment objective, policies and limitations, as provided in the
Portfolio's Prospectus and other governing documents, and (iv) such
instructions, policies and limitations relating to the Portfolio as the
Trustees or Manager may from time to time adopt and communicate in
writing to Subadviser. Notwithstanding anything herein to the contrary,
Subadviser is not authorized to take any action, including the purchase
and sale of portfolio securities, in contravention of any restriction,
limitation, objective, policy or instruction described in the previous
sentence.
(b) The Subadviser shall manage each Portfolio in a manner consistent
with such Portfolio's investment objective, strategies and policies
that are described in such Portfolio's then currently effective
registration statement. With respect to a portion equal to
approximately twenty percent (20%) of the Federatred Max-Cap Index
Fund, under normal circumstances the Subadviser will slightly over- or
under-weight positions in securities listed within the relevant
benchmark index in an effort to improve the performance of such
Portfolio relative to the benchmark index to compensate for Portfolio
expenses and tracking error.
(c) The parties agree that, for so long as this Agreement shall
remain in effect, Subadviser shall exercise discretionary investment
authority over the manner in which the Portfolios' assets are invested
without obtaining any further approval or consent from the Trustees or
Manager; provided that the Trustees and Manager shall at all times have
the right to monitor the Portfolios' investment activities and
performance, require Subadviser to make reports and give explanations
as to the manner in which the Portfolios' assets are being invested.
C. Appointment as Proxy Voting Agent.
Subject to and in accordance with the provisions hereof, the Trustees may at
any time choose to appoint Subadviser as the Portfolios' proxy voting agent;
at such time the Trustees shall delegate to Subadviser discretionary
authority to vote all proxies solicited by or with respect to issuers of
securities in which the assets of the Portfolios may be invested from time to
time, provided that Subadviser reports to the Trustees or Manager such
information about proxies voted as may be required by applicable law or
regulation or as Trustees or Manager shall reasonably request. Upon written
notice to Subadviser, the Trustees may at any time withdraw the authority
granted to Subadviser pursuant to this Section 1.3 to perform any or all of
the proxy voting services contemplated hereby.
D. Governing Documents.
Manager will provide Subadviser with copies of (i) the Trust's
Declaration of Trust and By-laws, as currently in effect, (ii) each
Portfolio's currently effective prospectus and statement of additional
information, as set forth in the Trust's registration statement under the
1940 Act and the Securities Act of 1933, as amended (the "1933 Act"),
(iii) any instructions, investment policies or other restrictions adopted by
the Trustees or Manager supplemental thereto, and (iv) the Management
Contract. Manager will provide Subadviser with such further documentation and
information concerning the investment objectives, policies and restrictions
applicable to the Portfolios as Subadviser may from time to time reasonably
request.
E. Compensation.
Manager shall compensate Subadviser for the services it performs on
behalf of the Portfolios in accordance with the terms set forth in Appendix A
to this Agreement. Subadviser's fee shall be computed monthly and, within
fifteen business days of the end of each calendar month, Manager shall
transmit to Subadviser the fee for the previous month. Payment shall be made
in federal funds wired to a bank account designated by Subadviser. If this
Agreement becomes effective or terminates before the end of any month, the
fee (if any) for the period from the effective date to the end of such month
or from the beginning of such month to the date of termination, as the case
may be, shall be prorated according to the proportion which such period bears
to the full month in which such effectiveness or termination occurs.
Subadviser agrees to look exclusively to Manager, and not to any assets of
the Trust or the Portfolios, for the payment of Subadviser's fees arising
under this section.
II. SERVICES TO BE PERFORMED BY SUBADVISER
A. Investment Advisory Services.
1. In fulfilling its obligations to manage the assets of the Portfolios,
Subadviser will:
a. formulate and implement a continuous investment program for the
Portfolios;
b. take whatever steps are reasonably necessary to implement these
investment programs by the purchase and sale of
securities and other investments, including the
selection of brokers or dealers, the placing of orders
for such purchases and sales in accordance with the
provisions of paragraph (b) below and assuring that
such purchases and sales are properly settled and
cleared;
c. provide such reports with respect to the implementation of the
Portfolios' investment programs as the Trustees or
Manager shall reasonably request;
d. provide to Manager performance attribution (i.e., index tracking error
analysis) reports for each Portfolio on a monthly
basis, in such form or forms as the parties may agree
to from time to time;
e. provide Portfolio composition data to Manager on a quarterly basis, or
as needed for Manager's reporting requirements; and
f. provide advice and assistance to Manager as to the determination of the
fair value of certain securities where market
quotations are not readily available for purposes of
calculating net asset value of the Portfolios in
accordance with valuation procedures and methods
established by the Trustees.
2. The Subadviser shall place all orders for the purchase and sale of
portfolio securities for the Portfolios' accounts with brokers and
dealers selected by Subadviser. Such brokers and dealers may include
brokers or dealers that are "affiliated persons" (as such term is
defined in the 0000 Xxx) of the Trust, the Portfolios, Manager or
Subadviser, provided that Subadviser shall only place orders on behalf
of the Portfolios with such affiliated persons in accordance with
procedures adopted by the Trustees pursuant to Rule 17e-1 or as
otherwise permitted under section 17(e) of the 1940 Act. The Subadviser
shall use its best efforts to seek to execute portfolio transactions at
prices that are advantageous to the Portfolios and at commission rates
that are reasonable in relation to the benefits received. In selecting
brokers or dealers qualified to execute a particular transaction,
brokers or dealers may be selected who also provide brokerage and
research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934) to the Portfolios and/or other
accounts over which Subadviser or its affiliates exercise investment
discretion. The Subadviser is authorized to pay a broker or dealer who
provided such brokerage and research services a commission for
executing a portfolio transaction for the Portfolios which is in excess
of the amount of commission another broker or dealer would have charged
for effecting that transaction if Subadviser determines in good faith
that such amount of commission is reasonable in relation to the value
of the brokerage and research services provided by such broker or
dealer. This determination may be viewed in terms of either that
particular transaction or the overall responsibilities which Subadviser
and its affiliated persons have in respect to accounts over which they
exercise investment discretion. The Trustees shall periodically review
the commissions paid by the Portfolios to determine if the commissions
paid over representative periods were reasonable in relation to the
benefits to the Portfolios, and Subadviser shall provide any
information requested by the Trustees for purposes of such review.
B. Administrative and Other Services.
1. Subadviser will, at its expense, furnish (i) all necessary investment
and management facilities, including salaries of personnel required for
it to execute its duties faithfully, and (ii) administrative
facilities, including bookkeeping, clerical personnel and equipment
necessary for the performance of its investment management services
hereunder (excluding determination of net asset values and shareholder
accounting services).
2. Subadviser will maintain all accounts, books and records with respect
to the Portfolios as are required of an investment adviser of a
registered investment company pursuant to the 1940 Act and the rules
thereunder. Subadviser agrees that such records are the property of the
Trust, and will be surrendered to the Trust or Manager or their
designee promptly upon request, provided that the Subadviser may
maintain copies of all such records. The Manager shall be granted
reasonable access to the records and documents in Subadviser's
possession relating to the Portfolios.
3. Subadviser shall provide such information as is reasonably necessary to
enable Manager to prepare and update the Trust's registration statement
(and any supplement thereto) and the Portfolios' financial statements.
Subadviser understands that the Trust and Manager will rely on such
information in the preparation of the Trust's registration statement
and the Portfolios' financial statements, and hereby covenants that any
such information approved by Subadviser expressly for use in such
registration and/or financial statements shall be true and complete in
all material respects.
III. COMPLIANCE; CONFIDENTIALITY
A. Compliance.
1. Subadviser will comply with (i) all applicable state and federal laws
and regulations governing the performance of Subadviser's duties
hereunder, (ii) the investment objective, policies and limitations, as
provided in the Portfolios' Prospectus and other governing documents,
as provided to the Subadviser, and (iii) such instructions, policies
and limitations relating to the Portfolios as the Trustees or Manager
may from time to time adopt and communicate in writing to Subadviser.
2. Subadviser will adopt a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act and will provide the
Trust with a copy of such code of ethics, evidence of its adoption and
copies of any supplemental policies and procedures implemented to
ensure compliance therewith.
3. Subadviser will promptly notify Manager of any material violation of
the laws, regulations, objectives, policies, limitations or
instructions identified in paragraph (a) of this section or of its Code
of Ethics with respect to any Portfolio.
B. Confidentiality.
The parties to this Agreement agree that each shall treat as
confidential all information provided by a party to the others regarding such
party's business and operations, including without limitation the investment
activities or holdings of the Portfolios. All confidential information
provided by a party hereto shall be used by any other parties hereto solely
for the purposes of rendering services pursuant to this Agreement and, except
as may be required in carrying out the terms of this Agreement, shall not be
disclosed to any third party without the prior consent of such providing
party. The foregoing shall not be applicable to any information that is
publicly available when provided or which thereafter becomes publicly
available other than in contravention of this Section 3.2 or which is
required to be disclosed by any regulatory authority in the lawful and
appropriate exercise of its jurisdiction over a party, any auditor of the
parties hereto, by judicial or administrative process or otherwise by
applicable law or regulation.
IV. LIABILITY OF SUBADVISER
Notwithstanding anything herein to the contrary, neither Subadviser,
nor any of its directors, officers or employees, shall be liable to Manager
or the Trust for any loss resulting from Subadviser's acts or omissions as
Subadviser to the Portfolios, except to the extent any such losses result
from bad faith, willful misfeasance, reckless disregard or gross negligence
on the part of Subadviser or any of its directors, officers or employees in
the performance of Subadviser's duties and obligations under this Agreement.
V. SUPPLEMENTAL ARRANGEMENTS; EXPENSES
A. Supplemental Arrangements.
Subject to the prior written consent of the Trustees and Manager,
Subadviser may enter into arrangements with other persons affiliated with
Subadviser to better fulfill its obligations under this Agreement for the
provision of certain personnel and facilities to Subadviser, provided that
such arrangements do not rise to the level of an advisory contract subject to
the requirements of Section 15 of the 1940 Act.
B. Expenses.
Each Portfolio shall pay or cause to be paid all of its own expenses
and its allocable share of Trust expenses incurred in managing its portfolio
of securities, including all commissions, xxxx-ups, transfer fees,
registration fees, ticket charges, transfer taxes, custodian fees, legal fees
for review of transactions or issues and similar expenses. Each Portfolio
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. In no event will Subadviser have
any obligation to pay any of the Portfolios' expenses, including without
limitation, (i) the expenses of organizing the Trust and continuing its
existence; (ii) fees and expenses of Trustees and officers of the Trust;
(iii) fees for administrative personnel and services; (iv) expenses incurred
in the distribution of its shares ("Shares"), including expenses of
administrative support services; (v) fees and expenses of preparing and
printing its Registration Statements under the 1933 Act and the 1940 Act;
(vi) expenses of registering and qualifying the Trust, the Portfolios, and
Shares of the Portfolios under federal and state laws and regulations;
(vii) expenses of preparing, printing, and distributing prospectuses (and any
amendments thereto) to shareholders; (viii) interest expense, taxes, fees,
and commissions of every kind; (ix) expenses of issue (including cost of
Share certificates), purchase, repurchase, and redemption of Shares;
(x) charges and expenses of custodians, transfer agents, dividend disbursing
agents, shareholder servicing agents, and registrars; (xi) printing and
mailing costs, auditing, accounting, and legal expenses; (xii) reports to
shareholders and governmental officers and commissions; (xiii) expenses of
meetings of Trustees and shareholders and proxy solicitations therefor;
(xiv) insurance expenses; (xv) association membership dues and (xvi) such
nonrecurring items as may arise, including all losses and liabilities
incurred in administering the Trust and the Portfolios. Subadviser shall not
cause the Trust or the Portfolios to incur any expenses, other than those
reasonably necessary for Subadviser to fulfill its obligations under this
Agreement, unless Subadviser has first notified Manager of its intention to
do so.
VI. CONFLICTS OF INTEREST
It is understood that the Trustees, officers, agents and shareholders
of the Trust are or may be interested in Subadviser as directors, officers,
stockholders or otherwise; that directors, officers, agents and stockholders
of Subadviser are or may be interested in the Trust as trustees, officers,
shareholders or otherwise; that Subadviser may be interested in the Trust;
and that the existence of any such dual interest shall not affect the
validity of this Agreement or of any transactions hereunder except as
otherwise provided in the Trust's Declaration of Trust and the -Limited
Partnership Agreement of Subadviser, respectively, or by specific provisions
of applicable law.
VII. REGULATION
Subadviser shall submit to all regulatory and administrative bodies
having jurisdiction over the services provided pursuant to this Agreement any
information, reports or other material which any such body by reason of this
Agreement may reasonably request or require pursuant to applicable laws and
regulations.
VIII. DURATION AND TERMINATION OF AGREEMENT
A. Effective Date; Duration; Continuance.
1. This Agreement shall become effective on March 27, 2003.
2. Subject to prior termination pursuant to Section 8.2 below, this
Agreement shall continue in force until March 27, 2005 and indefinitely
thereafter, but only so long as the continuance after such date shall
be specifically approved at least annually by vote of the Trustees or
by a vote of a majority of the outstanding voting securities of each
Portfolio, provided that in either event such continuance shall also be
approved by the vote of a majority of the Trustees who are not
"interested persons" of any party to this Agreement cast in person at a
meeting called for the purpose of voting on such approval.
3. Unless otherwise permitted under an exemptive order issued by the
Commission, the required shareholder approval of this Agreement or any
continuance of this Agreement shall be effective with respect to a
Portfolio if a majority of the outstanding voting securities of the
series of shares of the Portfolio votes to approve this Agreement or
its continuance. Termination of this Agreement by or on behalf of one
Portfolio will not affect the continuation of the Agreement with
respect to any other Portfolios.
B. Termination and Assignment.
1. This Agreement may be terminated at any time, upon sixty days' written
notice, without the payment of any penalty, (i) by the Trustees,
(ii) by the vote of a majority of the outstanding voting securities of
each Portfolio; (iii) by Manager, or (iv) by Subadviser.
2. This Agreement will terminate automatically, without the payment of any
penalty, (i) in the event of its assignment or (ii) in the event the
Management Contract is terminated for any reason.
C. Definitions.
The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested persons," when
used herein, shall have the respective meanings specified in the 1940 Act as
now in effect or as hereafter amended, and subject to such orders or
no-action letters as may be granted by the Securities and Exchange Commission
("Commission").
IX. REPRESENTATIONS, WARRANTIES AND COVENANTS
A. Representations of the Portfolios.
The Trust, on behalf of the Portfolios, represents and warrants that:
1. the Trust is a business trust established pursuant to the laws of the
Commonwealth of Massachusetts;
2. the Trust is duly registered as an investment company under the 1940
Act and each Portfolio is a duly constituted series portfolio thereof;
3. the execution, delivery and performance of this Agreement are within
the Trust's powers, have been and remain duly authorized by all
necessary action (including without limitation all necessary approvals
and other actions required under the 0000 Xxx) and will not violate or
constitute a default under any applicable law or regulation or of any
decree, order, judgment, agreement or instrument binding on the Trust
or the Portfolios;
4. no consent of any applicable governmental authority or body is
necessary, except for such consents as have been obtained and are in
full force and effect, and all conditions of which have been duly
complied with; and
5. this Agreement constitutes a legal, valid and binding obligation
enforceable against the Trust and the Portfolios in accordance with its
terms.
B. Representations of Manager.
The Manager represents, warrants and agrees that:
1. Manager is a business trust established pursuant to the laws of the
State of Delaware;
2. Manager is duly registered as an "investment adviser" under the
Investment Advisers Act of 1940 (the "Advisers Act");
3. Manager has been duly appointed by the Trustees and Shareholders of the
Portfolios to provide investment services to the Portfolios as
contemplated by the Management Contract.
4. the execution, delivery and performance of this Agreement are within
Manager's powers, have been and remain duly authorized by all necessary
corporate action and will not violate or constitute a default under any
applicable law or regulation or of any decree, order, judgment,
agreement or instrument binding on Manager;
5. no consent of any applicable governmental authority or body is
necessary, except for such consents as have been obtained and are in
full force and effect, and all conditions of which have been duly
complied with; and
6. this Agreement constitutes a legal, valid and binding obligation
enforceable against Manager.
C. Representations of Subadviser.
Subadviser represents, warrants and agrees that:
1. Subadviser is a limited partnership established pursuant to the laws of
the State of Delaware;
2. Subadviser is duly registered as an "investment adviser" under the
Advisers Act;
3. the execution, delivery and performance of this Agreement are within
Subadviser's powers, have been and remain duly authorized by all
necessary corporate action and will not violate or constitute a default
under any applicable law or regulation or of any decree, order,
judgment, agreement or instrument binding on Subadviser;
4. no consent of any applicable governmental authority or body is
necessary, except for such consents as have been obtained and are in
full force and effect, and all conditions of which have been duly
complied with; and
5. this Agreement constitutes a legal, valid and binding obligation
enforceable against Subadviser.
D. Covenants of Subadviser.
1. Subadviser will promptly notify the Trust and Manager in writing of the
occurrence of any event which is likely to have a material impact on
the performance of its obligations pursuant to this Agreement,
including without limitation:
a. the occurrence of any event which could disqualify Subadviser from
serving as an investment adviser of a registered
investment company pursuant to Section 9 (a) of the
1940 Act or otherwise;
b. any material change in Subadviser's overall business activities that
may have a material adverse affect on Subadviser's
ability to perform its obligations under this
Agreement;
c. any event that would constitute a change in control (as interpreted
under the 0000 Xxx) of Subadviser;
d. any material change in the composition of the portfolio team of a
Portfolio; and
e. the existence of any pending or threatened audit, investigation,
complaint, examination or other inquiry (other than
routine regulatory examinations or inspections)
relating to the Portfolios conducted by any state or
federal governmental regulatory authority.
2. Subadviser agrees that it will promptly supply Manager with copies of
any material changes to any of the documents provided by Subadviser
pursuant to Section 3.1.
3. Subadviser has provided, and will provide at least annually, the
Trustees and Manager with certificates of insurance setting forth the
amounts of its fidelity bond and errors and omissions coverage.
Subadviser agrees to maintain such bond and coverage or equivalent
coverage during the term of this Agreement, and will not reduce either
amount without the prior written notice to Manager.
X. MISCELLANEOUS PROVISIONS
A. Use of Subadviser's Name.
Neither the Trust nor Manager will use the name of Subadviser, or any
affiliate of Subadviser, in any prospectus, advertisement, sales literature
or other communication to the public except with express permission of the
Subadviser; provided that Subadviser may not unreasonably withhold its
consent from the use of its name as required by law.
B. Use of Trust or Manager's Name.
Subadviser will not use the name of Manager, the Trust or the
Portfolios in any prospectus, advertisement, sales literature or other
communication to the public except in accordance with express permission of
the Manager; provided that Manager may not unreasonably withhold its consent
from the use of its name as required by law.
C. Subadviser's Relationship.
The Manager, the Trust and the Subadviser are not partners or joint
venturers with each other and nothing in this Agreement shall be construed so
as to make them partners or joint venturers or impose any liability as such
on either of them. The Subadviser shall perform its duties under this
Agreement as an independent contractor and not as an agent of Trust, the
Trustees or the Manager.
D. Amendments.
This Agreement may be modified by mutual consent of Manager, Subadviser
and the Portfolios subject to the provisions of Section 15 of the 1940 Act,
as modified by or interpreted by any applicable order or orders of the
Commission or any rules or regulations adopted by, or interpretive releases
of, the Commission.
E. Entire Agreement.
This Agreement contains the entire understanding and agreement of the
parties with respect to the subject hereof.
F. Captions.
The headings in the sections of this Agreement are inserted for
convenience of reference only and shall not constitute a part of the
Agreement.
G. Notices.
All notices required to be given pursuant to this Agreement shall be
delivered or mailed to the address set forth in this section of the Trust,
Manager or Subadviser, as the case may be, in person or by registered mail or
a private mail or delivery service providing the sender with notice of
receipt. Notice shall be deemed given on the date delivered or mailed in
accordance with this Section 10.6.
Trust: Federated Index Trust
Federated Investors Funds
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Xxxx X. XxXxxxxxx, Secretary
Facsimile No.: 000-000-0000
Manager: Federated Investment Management Company
0000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxx, Portfolio Manager
Facsimile No.: 000-000-0000
Subadviser: Fund Asset Management, L.P.
000 Xxxxxxxx Xxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxx X. Xxxxx, Esq.
Facsimile No.: 000-000-0000
H. Severability.
Should any portion of this Agreement, for any reason, be held to be
void at law or in equity, the Agreement shall be construed, insofar as is
possible, as if such portion had never been contained herein.
I. Governing Law.
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the Commonwealth of Pennsylvania (without giving
effect to the choice of law provisions thereof), or any of the applicable
provisions of the 1940 Act. To the extent that the laws of the Commonwealth
of Pennsylvania, or any of the provisions in this Agreement, conflict with
applicable provisions of the 1940 Act, the latter shall control.
J. Limitation of Liability.
A copy of the Restated and Amended Declaration of Trust establishing
the Trust, dated May 19, 2000, together with all amendments, is on file in
the office of the Secretary of the Commonwealth of Massachusetts, and notice
is hereby given that this Agreement is not executed on behalf of any of the
Trustees as individuals and the shareholders, the Trustees, the officers, the
employees or any agent of the Trust shall not be liable for the Trust's or
any Portfolio's obligations hereunder, nor shall the assets of any Portfolio
be used to satisfy the liabilities of any other Portfolio hereunder. Manager
and Subadviser agree to look solely to the assets attributable to the
relevant Portfolio for the payment of any claim against the Trust hereunder
or for the performance thereof.
K. Further Assurances.
The parties agree (a) to furnish upon request to each other such
further information, (b) to execute and deliver to each other such other
documents, and (c) to do such other acts and things, all as the other party
may reasonably request for the purpose of carrying out the intent of this
Agreement and the documents referred to in this Agreement. In the event that
this Agreement is terminated in accordance with Section 8.2 above, Subadviser
agrees to make reasonable efforts to assist Manager and the Trust in the
transition to the succeeding adviser or subadviser. This Section 10.11 shall
survive any termination of this Agreement.
L. Counterparts
This Agreement may be executed in one or more counterparts, each of
which will be deemed to be an original copy of this Agreement and all of
which, when taken together, will be deemed to constitute one and the same
agreement.
M. PORTFOLIO TRANSACTIONS
Subadviser agrees not to consult with any of the entities listed herein
concerning transactions for a Portfolio in securities or other assets:
a. other subadvisers to a Portfolio, if any;
b. other subadvisers to any other portfolio of the Trust; and
c. other subadvisers to a portfolio under common control with the
Portfolios.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed under seal by their duly authorized officers as of the date first
mentioned above.
FEDERATED INDEX TRUST,
on behalf of each series portfolio set
forth on Appendix A
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
--------------------------------
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
FEDERATED INVESTMENT MANAGEMENT COMPANY
By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: President
FUND ASSET MANAGEMENT, L.P.
By: /s/ Illegible signature
Name:
Title:
APPENDIX A
The Portfolios for which Subadviser will provide investment advisory
and administrative services under this Agreement are set forth in the
following table. For the services rendered to each Portfolio, Manager will
pay to Subadviser a fee at an annual rate as set forth in the table below.
Manager shall pay accrued fees to Subadviser each month in accordance with
Section 1.5 of the Agreement.
------------------------------------------------------------
Annual Rate
Portfolio (in basis points)
------------------------------------------------------------
------------------------------------------------------------
Federated Max-Cap Index Fund 1.5 basis points (0.015%)
times 80% of the average
daily net assets of the
portfolio as computed in the
manner set forth in the
Trust's Declaration of Trust
plus 15 basis points (0.15%)
times 20% of the average
daily net assets of the
portfolio as computed in the
manner set forth in the
Trust's Declaration of Trust.
------------------------------------------------------------
------------------------------------------------------------
Federated Mid-Cap Index Fund 3.0 basis points (0.030%)
times the average daily net
assets of the portfolio as
computed in the manner set
forth in the Trust's
Declaration of Trust.
------------------------------------------------------------
------------------------------------------------------------
Federated Mini-Cap Index Fund 3.0 basis points (0.030%)
times the average daily net
assets of the portfolio as
computed in the manner set
forth in the Trust's
Declaration of Trust.
------------------------------------------------------------
APPENDIX B
Requirements of Index Fund Manager
Information needed in order to monitor funds on an ongoing basis
1) Month-end holdings compared to the Index weightings - received by the
6th business day of each month
- electronic format
- non-index holdings should be identified
- tracking error analysis from Barra or whatever equivalent system is
in place
- include turnover for previous month
- send to Xxxx Xxxxxx (xxxxxxx@xxxxxxxxxxxx.xxx)
------------------------
2) Monthly Performance Reports
- Monthly gross performance on all portfolios (Max-Core, Max-Enhanced,
Max-Overall, Mid, & Mini) vs. benchmarks
- Performance calculations over longer time periods (e.g., 3 and 12
months, since inception)
- Performance attribution analysis for enhanced portfolio of Max-Cap fund
3) Quarterly compliance sign-off (direct to xxxxxx@xxxxxxxxxxxx.xxx)
- in compliance with prospectus/SAI limitations/requirements
- in compliance with sub-adviser and fund code of ethics (report on any
code of ethics violations involving persons with responsibility for
our funds)
- in compliance with all rules regarding affiliate trades
(17a-7/17e-1/affiliated bank/10f-3)
- in compliance with 28(e) safe harbor (soft dollars)
- all positions fully reconciled between custodian/fund
accountant/trading system
- all securities lending activity in compliance with contract terms.
4) Quarterly reports for Funds' Board of Directors/Marketing (direct to
xxxxxx@xxxxxxxxxxxx.xxx)
- commentary on markets and review summary statistics: sector weights,
top holdings, median p/e, median market cap. (due the 3rd business
day after each calendar quarter end)
- details/discussion of any derivative exposure (due approx 20th of
the month following calendar quarter end)
- information on all affiliate trades occurring during the quarter
(17a-7/17e-1/affiliated bank/10f-3)
- summary of brokerage activity for the quarter (due approx 20th of the
month following calendar quarter end)
Brokerage report should reflect activity by fund and include: for each
broker, total quarterly commissions paid, total principal volume
transacted, the breakdown of these transactions into soft dollars,
proprietary research, ECNs, and other execution.
- soft dollar activity for the quarter (due approx 20th of the month
following calendar quarter end)
Soft dollar report should reflect activity by fund and include: for
each broker, total annual soft dollar commitment, description of
services provided and how they are used, ratio of soft dollars to
commissions for each service/relationship.
5) Quarterly compliance reports for Funds' Board of Directors and all
required documentation. Direct to xxxxxx@xxxxxxxxxxxx.xxx (due approx
20th of the month following calendar quarter end)
6) Annual brokerage/soft dollars
- summary of brokerage activity for the calendar year (due approx Jan. 25th)
Brokerage report should reflect activity by fund and include: for each
broker, total annual commissions paid, total principal volume
transacted, the breakdown of these transactions into soft dollars,
proprietary research, ECNs, and other execution.
- soft dollar activity for the calendar year (due approx Jan 25th)
Soft dollar report should reflect activity by fund and include: for
each broker, total annual soft dollar commitment, description of
services provided and how they are used, ratio of soft dollars to
commissions for each service/relationship
7) Annual info on brokerage (November 1 through October 31) for
prospectus/SAI update
- report should reflect activity by fund and include: total commission
dollars attributed to soft dollar arrangements and proprietary
research as well as total principal volume for those transactions
attributed to soft dollars and/or proprietary research.
8) Annual/semi-annual Form N-SAR and review of Portfolio of Investments
- certification as to the accuracy of the portfolio of investments and
responses to Form N-SAR.
