Exhibit 5b under Form N1-A
Exhibit 10 under Item 601/Reg. S-K
FEDERATED INSURANCE SERIES
SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made between Federated Advisers, a Delaware business
trust (hereinafter referred to as "Adviser") and Federated Global Research
Corp., a Delaware corporation having its principal place of business in New
York, New York (hereinfter 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 Utility 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 Utility 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,
1997.
ATTEST: FEDERATED ADVISERS
/s/ Xxxxxxx X. Xxxx By:/s/ J. Xxxxxxxxxxx Xxxxxxx
Xxxxxxx X. Xxxx J. Xxxxxxxxxxx Xxxxxxx
Secretary President
FEDERATED GLOBAL RESEARCH
CORP.
/s/ Xxxxxxx X. Xxxx By:/s/ Xxxxxxx X. Xxxxxx, III
Xxxxxxx X. Xxxx Xxxxxxx X. Xxxxxx, III
Secretary Executive Vice President
