EXHIBIT (D) (IV) UNDER FORM N-1A
EXHIBIT 10 UNDER ITEM 601/REG. S-K
FEDERATED MDT SERIES
SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made between FEDERATED MDTA LLC, a Massachusetts limited
liability company (hereinafter referred to as "Adviser") and FEDERATED
INVESTMENT MANAGEMENT COMPANY, 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 the Federated MDT Balanced Fund (the "Fund"), a portfolio
of the Federated MDT 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"). Both Adviser and Sub-Adviser are registered as investment advisers
under the Investment Advisers Act of 1940.
2. For its services under this Agreement, Sub-Adviser shall receive
from Adviser an annual fee, as set forth in the exhibit(s) hereto.
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 the Fund on the date that the
parties execute an exhibit to this Agreement relating to such Fund and shall
continue in effect for the 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 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) in the event of its assignment (as defined in the Act); 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 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 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 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.
1
Exhibit A
FEDERATED MDT SERIES
Federated MDT Balanced Fund
= "Y" "
" " "
Sub-Advisory Contract
For all services rendered by Sub-Adviser hereunder, Adviser shall pay
Sub-Adviser a Sub-Advisory Fee equal to 0.24% of the average daily net assets of
the above-mentioned portfolio. The Sub-Advisory Fee shall be accrued daily, and
paid daily as set forth in the Primary Advisory Contract dated July 31, 2006.
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, and their corporate
seals to be affixed hereto this 31st day of July, 2006.
FEDERATED MDTA LLC
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Name J. Xxxxxxxxxxx Xxxxxxx
Title: Chairman
FEDERATED INVESTMENT MANAGEMENT
COMPANY
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: President
2
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, dated as of July 31, 2006, that Federated
MDT Series, a business trust duly organized under the laws of the Commonwealth
of Massachusetts (the "Trust"), does hereby nominate, constitute and appoint
Federated Investment Management Company, a statutory trust duly organized under
the laws of the Delaware (the "Sub-Adviser"), 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 Sub-Adviser 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 Sub-Adviser 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 Sub-Adviser's
supervision of the investment, sale and reinvestment of the funds and assets of
each Fund pursuant to the authority granted to the Adviser as investment adviser
of each Fund under that certain investment advisory contract dated July 31,
2006, by and between the Sub-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 investment Sub-Adviser of any of the
Funds.
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 Sub-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. 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 Sub-Adviser in
its capacity as agent or attorney-in-fact of Trust acting on behalf of any other
Fund hereunder.
Any person, partnership, corporation 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,
corporation or other legal entity must look solely to the Trust in question 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.
Each person, partnership, corporation or other legal entity which deals
with a Fund of the Trust through the Sub-Adviser 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 Sub-Adviser 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 Sub-
Adviser pursuant to the power or authority granted to the Sub-Adviser 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 Sub-Adviser was acting pursuant to the authority
granted hereunder.
The Trust hereby agrees that no person, partnership, corporation or other
legal entity dealing with the Sub-Adviser shall be bound to inquire into the
Sub-Adviser's power and authority hereunder and any such person, partnership,
corporation or other legal entity shall be fully protected in relying on such
power or authority unless such person, partnership, corporation 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
Investment 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 Sub-Adviser will execute sufficient counterparts so that the
Sub-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.
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 MDT SERIES
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
Accepted and agreed to this
July 31, 2006
FEDERATED INVESTMENT MANAGEMENT COMPANY
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: President
3
Schedule 1
to Limited Power of Attorney
dated as of July 31, 2006
by Federated MDT Series
(the Trust "), acting on
behalf of each of the series portfolios
listed below, and appointing
Federated Investment Management Company
the attorney-in-fact of the
Trust
List of Series Portfolios
Federated MDT Balanced Fund
4
