Federated Stock and Bond Fund SUB-ADVISORY AGREEMENT
Exhibit
d(9) under Form N-1A
Exhibit
10 under Item 601/Reg. S-K
Federated
Stock and Bond Fund
THIS
AGREEMENT is made as of June 1, 2008 between FEDERATED GLOBAL INVESTMENT
MANAGEMENT CORP., a Delaware
business Trust located in New York, New York (hereinafter referred to as
"Adviser") and FEDERATED EQUITY MANAGEMENT COMPANY of PENNSYLVANIA, a
Delaware
statutory trust located in Pittsburgh, Pennsylvania (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 Stock and Bond Fund ("Fund") 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"). Both Adviser and Sub-Adviser are registered as investment advisers
under the Investment Advisers Act of 1940.
2. For
its services under this Agreement for the Fund, Sub-Adviser shall receive from
Adviser a Sub-Advisory Fee equal to 0.47% of the equity portion of the average
daily net assets of the Fund. The Sub-Advisory Fee shall be accrued Daily,
and
paid Daily as set forth in the primary Investment Advisory Contract dated June
1, 2008.
The
Sub-Adviser may from time to time and for such periods as it deems appropriate,
reduce its compensation for the Fund (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 Fund,
voluntarily declare to be effective.
3. This
Agreement shall begin for the Fund on the date first above written and shall
continue in effect for the Fund for two years from the that date 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 Fund, 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 Fund) cast in person at a meeting called for that purpose;
and
(b) Adviser shall not have notified the Fund 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 for the Fund at any time
without the payment of any penalty: (a) by the Trustees of the Fund or by a
vote
of a majority of the outstanding voting securities (as defined in Section
2(a)(42) of the Investment Company Act of 1940 (“Act”) of the Fund on sixty (60)
days' written notice to Adviser; (b) by Sub-Adviser or Adviser upon 120 days'
written notice to the other party to this Agreement.
5. This
Agreement shall automatically terminate:
(a)
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in
the event of its assignment (as defined in the Act); or
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(b)
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in
the event of termination of the Investment Advisory Contract for
any
reason whatsoever.
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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 Act) 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 Fund pursuant
to
the provisions of Paragraph 3 of this Agreement or Paragraph 7 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 the 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 Fund, including a majority of Trustees who are not parties
to
this Agreement or interested persons, as defined in Section 2(a)(19) of the
Act,
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 Act) of the
Fund.
8. The
services furnished by the Sub-Adviser hereunder are not to be deemed exclusive
and the Sub-Adviser shall be free to furnish similar services to others so
long
as its services under this Agreement are not impaired thereby.
9. Sub-Adviser
agrees to maintain the security and confidentiality of nonpublic personal
information (“NPI”) of Fund customers and consumers, as those terms are defined
in Xxxxxxxxxx X-X, 00 XXX Part 248. Adviser agrees to use and redisclose such
NPI for the limited purposes of processing and servicing transactions; for
specific law enforcement and miscellaneous purposes; and to service providers
or
in connection with joint marketing arrangements directed by the Fund, in each
instance in furtherance of fulfilling Adviser’s obligations under this Agreement
and consistent with the exceptions provided in 17 CFR Sections 248.14, 248.15
and 248.13, respectively.
10. Adviser
and Sub-Adviser agree that as between Adviser and Sub-Adviser, Adviser shall
be
solely responsible for the allocation of the Fund’s investment portfolio between
the equity portion to be managed by Adviser and the fixed income portion to
be
managed by Sub-Adviser. Adviser shall indemnify and hold harmless the
Sub-Adviser from and against any and all claims, damages, losses and expenses
resulting from such allocation decisions and incurred by or asserted against
by
Sub-Adviser, including reasonable attorneys fees and legal expenses of
investigating or defending against any such claims.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
on
their behalf by their duly authorized officers as of the date first above
written.
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Federated
Global Investment Management Corp.
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By:/s/
Xxxx X. Xxxxxx
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Name:
Xxxx X. Xxxxxx
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Title:
President and CEO
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Federated
Equity Management Company
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of
Pennsylvania
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By:/s/
Xxxx X. Xxxxxx
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Name:
Xxxx X. Xxxxxx
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Title:
President and CEO
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LIMITED
POWER OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, dated as of June 1, 2008, that Federated Stock and
Bond Fund, a Trust duly organized under the laws of the Commonwealth of
Massachusetts (the “Trust”), does hereby nominate, constitute and appoint
Federated Equity Management Company of Pennsylvania, a statutory trust duly
organized under the laws of the State of Delaware (the "Sub-Adviser"), to act
hereunder as the true and lawful agent and attorney-in-fact of the Trust, 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 Sub-Adviser may deem necessary or reasonably desirable,
related to the acquisition, disposition and/or reinvestment of the funds and
assets of the Trust in accordance with Sub-Adviser's supervision of the
investment, sale and reinvestment of the funds and assets of the Trust pursuant
to the authority granted to the Adviser as investment adviser of the Trust
that
certain investment advisory contract dated June 1, 2008, by and between the
Adviser and the Trust (such investment advisory contract, as may be amended,
supplemented or otherwise modified from time to time is hereinafter referred
to
as the "Sub- Advisory Contract").
The
Sub-Adviser shall exercise or omit to exercise the powers and authorities
granted herein in each case as the Adviser 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
Sub-Adviser, 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 Sub-Adviser to act or assume responsibility for any matters referred
to above or other matters even though the Sub-Adviser 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
Investment Advisory Contract, (ii) to amend, modify, limit or denigrate any
duties, obligations or liabilities of the Sub-Adviser under the terms of the
Investment Advisory Contract or (iii) exonerate, relieve or release the
Sub-Adviser 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 Sub-Adviser (x) under
the
terms of the Investment Advisory Contract or (y) at law, or in equity, for
the
performance of its duties as the Sub-Adviser of the Trust.
The
Trust hereby agrees to indemnify and save harmless the Sub-Adviser 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 Adviser 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
Sub-Adviser'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 Sub-Adviser 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 Sub-Adviser on behalf of the Trust during the term of this Limited Power
of
Attorney.
Any
person, partnership, Trust or other legal entity dealing with the Sub-Adviser
in
its capacity as attorney-in-fact hereunder for the Trust is hereby expressly
put
on notice that the Sub-Adviser 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 for enforcement of any claim against the Trust,
as
the Sub-Adviser assumes no personal liability whatsoever for obligations of
the
Trust entered into by the Sub-Adviser in its capacity as attorney-in-fact for
the Trust.
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Each
person, partnership, Trust or other legal entity which deals with the Trust
through the Sub-Adviser in its capacity as agent and attorney-in-fact of the
Trust, is hereby expressly put on notice that all persons or entities dealing
with the Trust must look solely to the Trust on whose behalf the Sub-Adviser
is
acting pursuant to its powers hereunder for enforcement of any claim against
the
Trust, as the Trustees, officers and/or agents of such Trust and the
shareholders of the Trust assume no personal liability whatsoever for
obligations entered into on behalf of the Trust.
The
Trust hereby agrees that no person, partnership, Trust or other legal entity
dealing with the Adviser shall be bound to inquire into the Sub-Adviser'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 Sub- Advisory Contract between the Trust
and
the Sub-Adviser. 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 Sub-Adviser 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 Sub-Adviser, 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 Sub-Adviser 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 Sub-Adviser 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 Sub-Adviser 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 Sub-Adviser 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 Adviser will execute sufficient counterparts so that the Adviser shall
have
a counterpart executed by it and the Trust, and the Trust shall have a
counterpart executed by the Trust and the Sub-Adviser. 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.
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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
Stock and Bond Fund
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By:
/s/ J. Xxxxxxxxxxx Xxxxxxx
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Name:
J. Xxxxxxxxxxx Xxxxxxx
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Title:
President
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Accepted
and agreed to this
1st
day of June, 2008
Federated
Equity Management Company
of
Pennsylvania
By:
/s/ Xxxx X. Xxxxxx
Name:
Xxxx X. Xxxxxx
Title:
President and CEO
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